UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35769

NEWS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

46-2950970

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1211 Avenue of the Americas, New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(212) 416-3400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	NWSA	The Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share	NWS	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~January 28, 2022, 390,873,619~~February 3, 2023, 382,362,812 shares of Class A Common Stock and ~~198,483,427~~193,242,506 shares of Class B Common Stock were outstanding.

Table of Contents

NEWS CORPORATION

FORM 10-Q

TABLE OF CONTENTS


			Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the three and sisix x months ended December 313 1 , ~~2021~~2022 and ~~2020~~2021 (unaudited)			2
Consolidated Statements of Comprehensive Income for the three and six months ended December 31 , ~~2021~~2022 and ~~2020~~2021 (unaudited)			3
Consolidated Balance Sheets as of December 31 , ~~2021~~2022 (unaudited) and June 30, 20 2122 (audited)			4
Consolidated Statements of Cash Flows for the ~~six~~ six months ended December 31 , ~~2021~~2022 and ~~2020~~2021 (unaudited)			5
Notes to the Unaudited Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures About Market Risk			45
Item 4. Controls and Procedures			45
Part II. Other Information
Item 1. Legal Proceedings			4647
Item 1A. Risk Factors			4647
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			47
Item 3. Defaults Upon Senior Securities			47
Item 4. Mine Safety Disclosures			47
Item 5. Other Information			47
Item 6. Exhibits			48
Signature			49

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; millions, except per share amounts)


			For the three months ended December 31,				For the six months ended December 31,						For the three months ended December 31,				For the six months ended December 31,
		Notes	2021		2020		2021		2020			Notes	2022		2021		2022		2021
Revenues:	Revenues:										Revenues:
Circulation and subscription	Circulation and subscription		$	1,072	$	1,030	$	2,149	$	2,032	Circulation and subscription		$	1,085	$	1,072	$	2,196	$	2,149
Advertising	Advertising		519		448		924		780		Advertising		464		519		870		924
Consumer	Consumer		594		523		1,118		964		Consumer		512		594		979		1,118
Real estate	Real estate		352		281		672		516		Real estate		301		352		624		672
Other	Other		180		132		356		239		Other		159		180		330		356
Total Revenues	Total Revenues	2	2,717		2,414		5,219		4,531		Total Revenues	2	2,521		2,717		4,999		5,219
Operating expenses	Operating expenses		(1,279)		(1,198)		(2,523)		(2,362)		Operating expenses		(1,294)		(1,279)		(2,567)		(2,523)
Selling, general and administrative	Selling, general and administrative		(852)		(719)		(1,700)		(1,404)		Selling, general and administrative		(818)		(852)		(1,673)		(1,700)
Depreciation and amortization	Depreciation and amortization		(168)		(167)		(333)		(331)		Depreciation and amortization		(174)		(168)		(353)		(333)
Impairment and restructuring charges	Impairment and restructuring charges	4	(23)		(23)		(45)		(63)		Impairment and restructuring charges	4	(19)		(23)		(40)		(45)
Equity losses of affiliates	Equity losses of affiliates	5	(6)		(3)		(6)		(4)		Equity losses of affiliates	5	(29)		(6)		(33)		(6)
Interest expense, net	Interest expense, net		(21)		(12)		(43)		(20)		Interest expense, net		(26)		(21)		(53)		(43)
Other, net	Other, net	13	(7)		54		130		71		Other, net	13	(6)		(7)		(24)		130
Income before income tax expense	Income before income tax expense		361		346		699		418		Income before income tax expense		155		361		256		699
Income tax expense	Income tax expense	11	(99)		(85)		(170)		(110)		Income tax expense	11	(61)		(99)		(96)		(170)
Net income	Net income		262		261		529		308		Net income		94		262		160		529
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests		(27)		(30)		(98)		(43)		Less: Net income attributable to noncontrolling interests		(27)		(27)		(53)		(98)
Net income attributable to News Corporation stockholders	Net income attributable to News Corporation stockholders		$	235	$	231	$	431	$	265	Net income attributable to News Corporation stockholders		$	67	$	235	$	107	$	431
Net income attributable to News Corporation stockholders per share:	Net income attributable to News Corporation stockholders per share:	9									Net income attributable to News Corporation stockholders per share:	9
Basic	Basic		$	0.40	$	0.39	$	0.73	$	0.45	Basic		$	0.12	$	0.40	$	0.18	$	0.73
Diluted	Diluted		$	0.40	$	0.39	$	0.72	$	0.45	Diluted		$	0.12	$	0.40	$	0.18	$	0.72

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

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; millions)


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	262	$	261	$	529	$	308	Net income	$	94	$	262	$	160	$	529
Other comprehensive (loss) income:
Other comprehensive income (loss):										Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(36)		315		(200)		422		Foreign currency translation adjustments	279		(36)		(1)		(200)
Net change in the fair value of cash flow hedges(a)	Net change in the fair value of cash flow hedges(a)	1		—		2		(2)		Net change in the fair value of cash flow hedges(a)	(4)		1		13		2
Benefit plan adjustments, net(b)	Benefit plan adjustments, net(b)	7		(7)		12		1		Benefit plan adjustments, net(b)	(6)		7		6		12
Other comprehensive (loss) income		(28)		308		(186)		421
Other comprehensive income (loss)										Other comprehensive income (loss)	269		(28)		18		(186)
Comprehensive income	Comprehensive income	234		569		343		729		Comprehensive income	363		234		178		343
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(27)		(30)		(98)		(43)		Less: Net income attributable to noncontrolling interests	(27)		(27)		(53)		(98)
Less: Other comprehensive (income) loss attributable to noncontrolling interests(c)	Less: Other comprehensive (income) loss attributable to noncontrolling interests(c)	—		(63)		38		(80)		Less: Other comprehensive (income) loss attributable to noncontrolling interests(c)	(59)		—		(3)		38
Comprehensive income attributable to News Corporation stockholders	Comprehensive income attributable to News Corporation stockholders	$	207	$	476	$	283	$	606	Comprehensive income attributable to News Corporation stockholders	$	277	$	207	$	122	$	283

(a) Net of income tax (benefit) expense of $1($2) million and ~~nil for both the three and six months ended December 31, 2021 and 2020, respectively.~~

~~(b) Net of income tax expense (benefit) of $2 million and ($3)~~$1 million for the three months ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and income tax expense of $4 million and ~~nil~~$1 million for the six months ended December 31, 2022 and 2021, respectively.

(b) Net of income tax (benefit) expense of ($3) million and ~~2020,~~$2 million for the three months ended December 31, 2022 and 2021, respectively, and income tax expense of $1 million and $4 million for the six months ended December 31, 2022 and 2021, respectively.

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

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NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Millions, except share and per share amounts)


		Notes	As of December 31, 2021		As of June 30, 2021			Notes	As of December 31, 2022		As of June 30, 2022
			(unaudited)		(audited)				(unaudited)		(audited)
Assets:	Assets:						Assets:
Current assets:	Current assets:						Current assets:
Cash and cash equivalents	Cash and cash equivalents		$	2,184	$	2,236	Cash and cash equivalents		$	1,328	$	1,822
Receivables, net	Receivables, net	13	1,665		1,498		Receivables, net	13	1,636		1,502
Inventory, net	Inventory, net		248		253		Inventory, net		328		311
Other current assets	Other current assets		502		469		Other current assets		471		458
Total current assets	Total current assets		4,599		4,456		Total current assets		3,763		4,093
Non-current assets:	Non-current assets:						Non-current assets:
Investments	Investments	5	505		351		Investments	5	524		488
Property, plant and equipment, net	Property, plant and equipment, net		2,134		2,272		Property, plant and equipment, net		2,045		2,103
Operating lease right-of-use assets	Operating lease right-of-use assets		963		1,035		Operating lease right-of-use assets		1,021		891
Intangible assets, net	Intangible assets, net		2,082		2,179		Intangible assets, net		2,585		2,671
Goodwill	Goodwill		4,557		4,653		Goodwill		5,167		5,169
Deferred income tax assets	Deferred income tax assets	11	295		378		Deferred income tax assets	11	386		422
Other non-current assets	Other non-current assets	13	1,385		1,447		Other non-current assets	13	1,400		1,384
Total assets	Total assets		$	16,520	$	16,771	Total assets		$	16,891	$	17,221
Liabilities and Equity:	Liabilities and Equity:						Liabilities and Equity:
Current liabilities:	Current liabilities:						Current liabilities:
Accounts payable	Accounts payable		$	351	$	321	Accounts payable		$	308	$	411
Accrued expenses	Accrued expenses		1,118		1,339		Accrued expenses		1,052		1,236
Deferred revenue	Deferred revenue	2	462		473		Deferred revenue	2	591		604
Current borrowings	Current borrowings	6	302		28		Current borrowings	6	27		293
Other current liabilities	Other current liabilities	13	1,000		1,073		Other current liabilities	13	961		975
Total current liabilities	Total current liabilities		3,233		3,234		Total current liabilities		2,939		3,519
Non-current liabilities:	Non-current liabilities:						Non-current liabilities:
Borrowings	Borrowings	6	1,968		2,285		Borrowings	6	2,998		2,776
Retirement benefit obligations	Retirement benefit obligations		202		211		Retirement benefit obligations		156		155
Deferred income tax liabilities	Deferred income tax liabilities	11	241		260		Deferred income tax liabilities	11	179		198
Operating lease liabilities	Operating lease liabilities		1,035		1,116		Operating lease liabilities		1,092		947
Other non-current liabilities	Other non-current liabilities		494		519		Other non-current liabilities		471		483
Commitments and contingencies	Commitments and contingencies	10	0		0		Commitments and contingencies	10
Class A common stock(a)	Class A common stock(a)		4		4		Class A common stock(a)		4		4
Class B common stock(b)	Class B common stock(b)		2		2		Class B common stock(b)		2		2
Additional paid-in capital	Additional paid-in capital		11,948		12,057		Additional paid-in capital		11,550		11,779
Accumulated deficit	Accumulated deficit		(2,482)		(2,911)		Accumulated deficit		(2,186)		(2,293)
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(1,089)		(941)		Accumulated other comprehensive loss		(1,255)		(1,270)
Total News Corporation stockholders’ equity	Total News Corporation stockholders’ equity		8,383		8,211		Total News Corporation stockholders’ equity		8,115		8,222
Noncontrolling interests	Noncontrolling interests		964		935		Noncontrolling interests		941		921
Total equity	Total equity	7	9,347		9,146		Total equity	7	9,056		9,143
Total liabilities and equity	Total liabilities and equity		$	16,520	$	16,771	Total liabilities and equity		$	16,891	$	17,221

(a) Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, ~~391,879,191~~382,348,920 and ~~391,212,047~~387,561,850 shares issued and outstanding, net of 27,368,413 treasury shares at par at December 31, ~~2021~~2022 and June 30, ~~2021,~~2022, respectively.

(b) Class B common stock, $0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, ~~198,985,085~~193,242,506 and ~~199,630,240~~196,808,833 shares issued and outstanding, net of 78,430,424 treasury shares at par at December 31, ~~2021~~2022 and June 30, ~~2021,~~2022, respectively.

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

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NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; millions)


			For the six months ended December 31,						For the six months ended December 31,
		Notes	2021		2020			Notes	2022		2021
Operating activities:	Operating activities:						Operating activities:
Net income	Net income		$	529	$	308	Net income		$	160	$	529
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization		333		331		Depreciation and amortization		353		333
Operating lease expense	Operating lease expense		64		64		Operating lease expense		57		64
Equity losses of affiliates	Equity losses of affiliates	5	6		4		Equity losses of affiliates	5	33		6
Cash distributions received from affiliates	Cash distributions received from affiliates		7		7		Cash distributions received from affiliates		5		7

Other, net	Other, net	13	(130)		(71)		Other, net	13	24		(130)
Deferred income taxes and taxes payable	Deferred income taxes and taxes payable	11	79		21		Deferred income taxes and taxes payable	11	17		79
Change in operating assets and liabilities, net of acquisitions:	Change in operating assets and liabilities, net of acquisitions:						Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets	Receivables and other assets		(222)		(172)		Receivables and other assets		(351)		(222)
Inventories, net	Inventories, net		6		27		Inventories, net		(11)		6
Accounts payable and other liabilities	Accounts payable and other liabilities		(242)		(36)		Accounts payable and other liabilities		(126)		(242)
Net cash provided by operating activities	Net cash provided by operating activities		430		483		Net cash provided by operating activities		161		430
Investing activities:	Investing activities:						Investing activities:
Capital expenditures	Capital expenditures		(208)		(173)		Capital expenditures		(217)		(208)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired		(21)		(90)		Acquisitions, net of cash acquired		(15)		(21)
Investments in equity affiliates and other	Investments in equity affiliates and other		(46)		(11)		Investments in equity affiliates and other		(92)		(46)

Proceeds from property, plant and equipment and other asset dispositions	Proceeds from property, plant and equipment and other asset dispositions		(2)		3		Proceeds from property, plant and equipment and other asset dispositions		8		(2)
Other, net	Other, net		28		(5)		Other, net		(21)		28
Net cash used in investing activities	Net cash used in investing activities		(249)		(276)		Net cash used in investing activities		(337)		(249)
Financing activities:	Financing activities:						Financing activities:
Borrowings	Borrowings	6	495		146		Borrowings	6	407		495
Repayment of borrowings	Repayment of borrowings	6	(500)		(248)		Repayment of borrowings	6	(462)		(500)
Repurchase of shares	Repurchase of shares	7	(43)		—		Repurchase of shares	7	(178)		(43)
Dividends paid	Dividends paid		(86)		(80)		Dividends paid		(89)		(86)
Other, net	Other, net		(64)		(37)		Other, net		10		(64)
Net cash used in financing activities	Net cash used in financing activities		(198)		(219)		Net cash used in financing activities		(312)		(198)
Net change in cash and cash equivalents	Net change in cash and cash equivalents		(17)		(12)		Net change in cash and cash equivalents		(488)		(17)

Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period		2,236		1,517		Cash and cash equivalents, beginning of period		1,822		2,236
Exchange movement on opening cash balance	Exchange movement on opening cash balance		(35)		57		Exchange movement on opening cash balance		(6)		(35)
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period		$	2,184	$	1,562	Cash and cash equivalents, end of period		$	1,328	$	2,184

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

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: 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.~~2023. 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~~2022 as filed with the Securities and Exchange Commission (the “SEC”) on August ~~10, 2021~~12, 2022 (the ~~“2021~~“2022 Form 10-K”).

The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal ~~2022~~2023 and fiscal ~~2021~~2022 include 5352 and 5253 weeks, respectively. All references to the three and six months ended December 31, ~~2021~~2022 and ~~2020~~2021 relate to the three and six months ended January 1, 2023 and December 26, 2021, ~~and December 27, 2020,~~ respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of December 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.

~~Table of Contents~~

~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 2. REVENUES

The following tables present the Company’s disaggregated revenues by type and segment for the three and six months ended December 31, ~~2021~~2022 and ~~2020:~~2021:

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	For the three months ended December 31, 2022
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	3	$	405	$	417	$	—	$	260	$	—	$	1,085
Advertising	33		47		131		—		253		—		464
Consumer	—		—		—		512		—		—		512
Real estate	301		—		—		—		—		—		301
Other	49		10		15		19		66		—		159
Total Revenues	$	386	$	462	$	563	$	531	$	579	$	—	$	2,521


	For the three months ended December 31, 2021
	Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
	(in millions)
Revenues:
Circulation and subscription	$	3	$	433	$	356	$	—	$	280	$	—	$	1,072
Advertising	33		55		141		—		290		—		519
Consumer	—		—		—		594		—		—		594
Real estate	352		—		—		—		—		—		352
Other	68		10		11		23		68		—		180
Total Revenues	$	456	$	498	$	508	$	617	$	638	$	—	$	2,717


		For the three months ended December 31, 2020															For the six months ended December 31, 2022
		Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues			Digital Real Estate Services		Subscription Video Services		Dow Jones		Book Publishing		News Media		Other		Total Revenues
		(in millions)															(in millions)
Revenues:	Revenues:															Revenues:
Circulation and subscription	Circulation and subscription	$	8	$	446	$	319	$	—	$	257	$	—	$	1,030	Circulation and subscription	$	6	$	830	$	831	$	—	$	529	$	—	$	2,196
Advertising	Advertising	30		55		115		—		248		—		448		Advertising	68		111		225		—		466		—		870
Consumer	Consumer	—		—		—		523		—		—		523		Consumer	—		—		—		979		—		—		979
Real estate	Real estate	281		—		—		—		—		—		281		Real estate	624		—		—		—		—		—		624
Other	Other	20		10		12		21		68		1		132		Other	109		23		22		39		137		—		330
Total Revenues	Total Revenues	$	339	$	511	$	446	$	544	$	573	$	1	$	2,414	Total Revenues	$	807	$	964	$	1,078	$	1,018	$	1,132	$	—	$	4,999


	For the six months ended December 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	$	873	$	705	$	—	$	565	$	—	$	2,149
Advertising	66		114		231		—		513		—		924
Consumer	—		—		—		1,118		—		—		1,118
Real estate	672		—		—		—		—		—		672
Other	138		21		16		45		136		—		356
Total Revenues	$	882	$	1,008	$	952	$	1,163	$	1,214	$	—	$	5,219

Table of Contents

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31, 2020
Digital Real
Estate
Services Subscription
Video
Services Dow Jones Book
Publishing News Media Other Total
Revenues
(in millions)
Revenues:
Circulation and subscription $ 16 $ 883 $ 630 $ — $ 503 $ — $ 2,032
Advertising 58 105 185 — 432 — 780
Consumer — — — 964 — — 964
Real estate 516 — — — — — 516
Other 39 19 17 38 125 1 239
Total Revenues $ 629 $ 1,007 $ 832 $ 1,002 $ 1,060 $ 1 $ 4,531

Contract liabilities and assets

The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three and six months ended December 31, ~~2021~~2022 and ~~2020:~~2021:


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Balance, beginning of period	Balance, beginning of period	$	467	$	409	$	473	$	398	Balance, beginning of period	$	592	$	467	$	604	$	473
Deferral of revenue	Deferral of revenue	859		755		1,674		1,462		Deferral of revenue	893		859		1,790		1,674
Recognition of deferred revenue(a)	Recognition of deferred revenue(a)	(864)		(779)		(1,678)		(1,480)		Recognition of deferred revenue(a)	(917)		(864)		(1,813)		(1,678)
Other	Other	—		15		(7)		20		Other	23		—		10		(7)
Balance, end of period	Balance, end of period	$	462	$	400	$	462	$	400	Balance, end of period	$	591	$	462	$	591	$	462

(a)For the three and six months ended December 31, 2022, the Company recognized $320 million and $490 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and six months ended December 31, 2021, the Company recognized $182 million and $372 million, respectively, of revenue which was included in the opening deferred revenue balance. ~~For the three and six months ended December 31, 2020, the Company recognized $237 million and $331 million, respectively, of revenue which was included in the opening deferred revenue balance.~~

Contract assets were immaterial for disclosure as of December 31, ~~2021~~2022 and ~~2020.~~2021.

Other revenue disclosures

The Company typically expenses sales commissions ~~incurred~~ to obtain a customer contract as ~~those amounts are~~ 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 six months ended December 31, ~~2021,~~2022, the Company recognized approximately $88 million and ~~$189~~$186 million, respectively in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of December 31, ~~2021~~2022 was approximately ~~$1,005~~$1,180 million, of which approximately ~~$186~~$250 million is expected to be recognized over the remainder of fiscal ~~2022,~~2023, approximately ~~$308~~$361 million is expected to be recognized in fiscal ~~2023~~2024 and approximately ~~$225~~$191 million is expected to be recognized in fiscal ~~2024,~~2025, 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.”

~~Table of Contents~~

~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 3. ACQUISITIONS

~~Investor’s Business Daily~~OPIS

In ~~May 2021,~~February 2022, 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.

~~Table of Contents~~

~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Agreement to acquire OPIS~~

~~In July 2021, the Company entered into an agreement to acquire~~ the Oil Price Information Service business and related assets (“OPIS”) from S&P Global Inc. (“S&P”) and IHS Markit Ltd. ~~(“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 ~~will be~~is a subsidiary of Dow Jones, and its results ~~will be~~are included in the Dow Jones segment.

The ~~acquisition~~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 ~~subject to customary closing conditions, including regulatory approvals and the consummation~~finalized. As a result of the ~~S&P~~acquisition, the Company recorded net tangible liabilities of $1 million primarily related to deferred revenue and ~~IHS merger. Closing is expected~~accounts receivable and $620 million of identifiable intangible assets, consisting primarily of $528 million of customer relationships with

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

a useful life of 20 years, $54 million in tradenames, including $48 million related to the ~~second half~~OPIS tradename with an indefinite life, and $38 million related to technology with a weighted average useful life of ~~fiscal 2022.~~six 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 $538 million was recorded as goodwill on the transaction.

~~Agreement to acquire~~ Base Chemicals

In ~~December 2021,~~June 2022, the Company ~~entered into an agreement to acquire~~acquired the Base Chemicals (rebranded Chemical Market Analytics, “CMA”) business ~~(“Base Chemicals”)~~ from S&P ~~and IHS~~ for $295 million in cash, subject to customary purchase price adjustments. ~~Base Chemicals~~CMA provides pricing data, insights, analysis and forecasting for key base chemicals through its leading Market Advisory and World Analysis services. ~~Base Chemicals will be~~The acquisition enables Dow Jones to become a ~~subsidiary~~leading provider of base chemicals information and furthers its goal of building the leading global business news and information platform for professionals. CMA is operated by Dow Jones, and its results ~~will be~~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, isthe Company recorded net tangible liabilities of $22 million primarily related to deferred revenue and accounts receivable and $189 million of identifiable intangible assets, consisting primarily of $145 million of customer relationships with a useful life of 20 years, $31 million related to technology with a weighted average useful life of 14 years and $13 million in tradenames with a useful life of 20 years. In accordance with ASC 350, the excess of the total consideration over the fair values of the net tangible and intangible assets of $121 million was recorded as goodwill on the transaction.

UpNest

In June 2022, the Company acquired UpNest, Inc. (“UpNest”) for closing cash consideration of $45 million, subject to customary purchase price adjustments, and up to $15 million in future cash consideration based upon the achievement of certain performance objectives over the next two years. The Company recorded an $8 million liability related to the contingent consideration, representing the estimated fair value. Included in the closing ~~conditions, including regulatory approvals~~cash consideration is $9 million that is being held back to satisfy post-closing claims. UpNest is a real estate agent marketplace that matches home sellers and buyers with top local agents who compete for their business. The UpNest acquisition helps Realtor.com® further expand its services and support for home sellers and listing agents and brokers. UpNest is a subsidiary of Move, and its results are included within the ~~consummation~~Digital Real Estate Services segment.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. RESTRUCTURING PROGRAMS

Fiscal 2023

During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively. The restructuring charges recorded in fiscal 2023 primarily related to employee termination benefits.

Fiscal 2022

During the three and six months ended December 31, 2021, the Company recorded restructuring charges of $23 million and $45 million, respectively, of which $12 million and $24 million, respectively, related to the News Media segment. The restructuring charges recorded in fiscal 2022 primarily related to employee termination benefits.

~~Fiscal 2021~~

During the three and six months ended December 31, 2020, the Company recorded restructuring charges of $23 million and $63 million, respectively, of which $12 million and $43 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.

Changes in restructuring program liabilities were as follows:


	For the three months ended December 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	$	22	$	40	$	62	$	28	$	37	$	65
Additions	16		3		19		19		4		23
Payments	(12)		(2)		(14)		(24)		(5)		(29)
Other	(1)		—		(1)		—		—		—
Balance, end of period	$	25	$	41	$	66	$	23	$	36	$	59


	For the six months ended December 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	$	25	$	41	$	66	$	51	$	35	$	86
Additions	36		4		40		37		8		45
Payments	(34)		(4)		(38)		(65)		(7)		(72)
Other	(2)		—		(2)		—		—		—
Balance, end of period	$	25	$	41	$	66	$	23	$	36	$	59

As of December 31, 2022, restructuring liabilities of approximately $39 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 December 31, 2022	As of December 31, 2022		As of June 30, 2022
		(in millions)
Equity method investments(a)	various	$	294	$	276
Equity securities(b)	various	230		212
Total Investments		$	524	$	488

(a)

For the three months ended December 31,
2021 2020
One time
employee
termination
benefits Other costs Total One time
employee
termination
benefits Other costs Total
(in millions)
Balance, beginning of period $ 28 $ 37 $ 65 $ 34 $ 30 $ 64
Additions 19 4 23 16 7 23
Payments (24) (5) (29) (21) (3) (24)
Other — — — 3 — 3
Balance, end of period $ 23 $ 36 $ 59 $ 32 $ 34 $ 66
Equity method investments are primarily comprised of REA Group’s ownership interest in PropertyGuru Pte. Ltd. (“PropertyGuru”).

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31,
2021 2020
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 37 8 45 35 28 63
Payments (65) (7) (72) (69) (3) (72)
Other — — — 2 — 2
Balance, end of period $ 23 $ 36 $ 59 $ 32 $ 34 $ 66

As of December 31, 2021, restructuring liabilities of approximately $31 million were included in the Balance Sheet in Other current liabilities and $28 million were included in Other non-current liabilities.

~~NOTE 5. INVESTMENTS~~

~~The Company’s investments were comprised of the following:~~

Ownership Percentage as of December 31, 2021 As of
December 31, 2021 As of
June 30, 2021
(in millions)
Equity method investments(a)
various $ 215 $ 71
Equity securities(b)
various 290 280
Total Investments $ 505 $ 351

~~(a)~~During the six months ended December 31, 2021, 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.

(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.~~assets, and Dow Jones’ investment in an artificial intelligence-focused data analytics company.

The Company has equity securities with quoted prices in active markets as well as equity securities without readily determinable fair market values. Equity securities without readily determinable fair market values are valued at cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)				(in millions)					(in millions)				(in millions)
Total (losses) gains recognized on equity securities	Total (losses) gains recognized on equity securities	$	(9)	$	33	$	19	$	42	Total (losses) gains recognized on equity securities	$	(11)	$	(9)	$	(14)	$	19
Less: Net gains recognized on equity securities sold	Less: Net gains recognized on equity securities sold	—		—		—		—		Less: Net gains recognized on equity securities sold	2		—		2		—
Unrealized (losses) gains recognized on equity securities held at end of period	Unrealized (losses) gains recognized on equity securities held at end of period	$	(9)	$	33	$	19	$	42	Unrealized (losses) gains recognized on equity securities held at end of period	$	(13)	$	(9)	$	(16)	$	19

Equity Losses of Affiliates

The Company’s share of the losses of its equity affiliates was $6$29 million and $6$33 million for the three and six months ended December 31, ~~2021,~~2022, respectively, and $3$6 million ~~and $4 million, respectively,~~ for ~~the~~both corresponding periods of fiscal ~~2021.~~2022. The increase was primarily due to losses from an investment in a newly launched Australian sports wagering venture.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. BORROWINGS

The Company’s total borrowings consist of the following:

Interest rate at December 31, 2021 Maturity at December 31, 2021 As of
December 31, 2021 As of
June 30, 2021
(in millions)
News Corporation
2021 Senior notes 3.875 % May 15, 2029 $ 986 $ 985
Foxtel Group(a)
2019 Credit facility(b)
2.36 % May 31, 2024 217 232
2019 Term loan facility 6.25 % Nov 22, 2024 181 190
2017 Working capital facility(b)
2.36 % May 31, 2024 — —
Telstra Facility 7.83 % Dec 22, 2027 79 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 73 78
REA Group(a)
2021 Bridge facility — % Jul 31, 2022 — 314
2022 Credit facility — tranche 1(d)
1.12 % Sep 16, 2024 289 —
2022 Credit facility — tranche 2(d)
1.27 % Sep 16, 2025 8 —
Finance lease and other liabilities 82 100
Total borrowings 2,270 2,313
Less: current portion(e)
(302) (28)
Long-term borrowings $ 1,968 $ 2,285


	Interest rate at December 31, 2022		Maturity at December 31, 2022	As of December 31, 2022		As of June 30, 2022
				(in millions)
News Corporation
2022 Term loan A(a)	6.180	%	Mar 31, 2027	$	500	$	500
2022 Senior notes	5.125	%	Feb 15, 2032	492		492
2021 Senior notes	3.875	%	May 15, 2029	988		987
Foxtel Group(b)
2019 Credit facility(c)	5.56	%	May 31, 2024	344		68
2019 Term loan facility	6.25	%	Nov 22, 2024	170		171
2017 Working capital facility(c)	5.56	%	May 31, 2024	—		—
Telstra facility	10.74	%	Dec 22, 2027	109		90
2012 US private placement — USD portion — tranche 2(d)	—	%	Jul 25, 2022	—		198
2012 US private placement — USD portion — tranche 3(d)	4.42	%	Jul 25, 2024	151		147
2012 US private placement — AUD portion	—	%	Jul 25, 2022	—		68
REA Group(b)

2022 Credit facility — tranche 1(e)	4.24	%	Sep 16, 2024	216		273
2022 Credit facility — tranche 2(e)	4.39	%	Sep 16, 2025	—		8
Finance lease liability				55		67
Total borrowings				3,025		3,069
Less: current portion(f)				(27)		(293)
Long-term borrowings				$	2,998	$	2,776

(a)The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. For the three months ended December 31, 2022 the Company was paying interest at an effective interest rate of 3.583%. See Note 8—Financial Instruments and Fair Value Measurements.

(b)These borrowings were incurred by certain subsidiaries of NXE Australia Pty Limited (the “Foxtel Group” and together with such subsidiaries, the “Foxtel Debt Group”) and REA Group and certain of its subsidiaries (REA Group and certain of its subsidiaries, the “REA Debt Group”), consolidated but non wholly-owned subsidiaries of News Corp, and are only guaranteed by the Foxtel Group and REA Group and their respective subsidiaries, as applicable, and are non-recourse to News Corp.

~~(b)~~(c)As of December 31, ~~2021,~~2022, the Foxtel Debt Group had total undrawn commitments of A$~~340~~134 million available under these facilities.

~~(c)~~(d)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)~~(e)As of December 31, ~~2021,~~2022, REA Group had total undrawn commitments of A$~~187~~281 million available under ~~the 2022 Credit Facility (as defined below).~~this facility.

~~(e)~~(f)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.” ~~$26~~$27 million and ~~$28~~$27 million relates to the current portion of finance lease liabilities as of December 31, ~~2021~~2022 and June 30, ~~2021,~~2022, respectively.

~~Revolving Credit Facility Amendment~~

Due to the discontinuation of London interbank offered rates (“LIBOR”) for Euro and British pound sterling (“GBP”)-denominated borrowings and for certain Eurodollar Rate borrowings with a two or 12-month tenor, the Company amended its undrawn $750 million unsecured revolving credit facility in November 2021 to (i) replace the benchmark rates for borrowings in Euro and GBP with designated benchmark rates based on the Euro Interbank Offer Rate and the Sterling Overnight Index

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Average, respectively, and (ii) remove the two and 12-month interest period options for the relevant Eurodollar Rate borrowings.~~

~~REA~~Foxtel Group ~~Refinancing~~Borrowings

During the six months ended December 31, ~~2021, REA~~2022, the Foxtel Group ~~completed a debt refinancing~~repaid its U.S. private placement senior unsecured notes that matured 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 2 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 theJuly 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~~using capacity under the ~~2022~~2019 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.Facility.

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~~2022 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at December 31, ~~2021.~~2022.

NOTE 7. EQUITY

The following tables summarize changes in equity for the three and six months ended December 31, ~~2021~~2022 and ~~2020:~~2021:


	For the three months ended December 31, 2022
	Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total News Corp Equity		Non-controlling Interests		Total Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, September 30, 2022	384	$	4	194	$	2	$	11,584	$	(2,253)	$	(1,465)	$	7,872	$	856	$	8,728

Net income	—	—		—	—		—		67		—		67		27		94
Other comprehensive income	—	—		—	—		—		—		210		210		59		269
Dividends	—	—		—	—		—		—		—		—		—		—
Share repurchases	(2)	—		(1)	—		(47)		—		—		(47)		—		(47)
Other	—	—		—	—		13		—		—		13		(1)		12
Balance, December 31, 2022	382	$	4	193	$	2	$	11,550	$	(2,186)	$	(1,255)	$	8,115	$	941	$	9,056


	For the three months ended December 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, September 30, 2021	393	$	4	200	$	2	$	11,980	$	(2,715)	$	(1,061)	$	8,210	$	938	$	9,148

Net income	—	—		—	—		—		235		—		235		27		262
Other comprehensive loss	—	—		—	—		—		—		(28)		(28)		—		(28)
Dividends	—	—		—	—		—		—		—		—		—		—
Share repurchases	(1)	—		(1)	—		(44)		(2)		—		(46)		—		(46)
Other	—	—		—	—		12		—		—		12		(1)		11
Balance, December 31, 2021	392	$	4	199	$	2	$	11,948	$	(2,482)	$	(1,089)	$	8,383	$	964	$	9,347

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


		For the three months ended December 31, 2020																											For the six months ended December 31, 2022
		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital				Accumulated Deficit		Accumulated Other Comprehensive Loss					Total News Corp Equity			Non-controlling Interests				Total Equity			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												Shares						Amount						Shares		Amount
		(in millions)																											(in millions)
Balance, September 30, 2020		391	$	4	200	$	2			$	12,075					$	(3,207)				$	(1,235)			$	7,639			$	815	$	8,454
Balance, June 30, 2022																												Balance, June 30, 2022	388		$	4	197	$	2			$	11,779			$	(2,293)			$	(1,270)			$	8,222			$	921			$	9,143

Net income	Net income	—	—		—	—		—				231		—					231			30				261		Net income	—		—		—	—		—				107				—				107				53				160
Other comprehensive income	Other comprehensive income	—	—		—	—		—				—		245					245			63				308		Other comprehensive income	—		—		—	—		—				—				15				15				3				18
Dividends	Dividends	—	—		—	—		—				—		—					—			(1)				(1)		Dividends	—		—		—	—		(58)				—				—				(58)				(31)				(89)
Share repurchases																												Share repurchases	(7)		—		(4)	—		(174)				—				—				(174)				—				(174)
Other	Other	—	—		—	—		16				—		—					16			36				52		Other	1		—		—	—		3				—				—				3				(5)				(2)
Balance, December 31, 2020		391	$	4	200	$	2	$	12,091			$	(2,976)	$	(990)				$	8,131		$	943			$	9,074
Balance, December 31, 2022																												Balance, December 31, 2022	382		$	4	193	$	2	$	11,550			$	(2,186)			$	(1,255)			$	8,115			$	941			$	9,056

For the six months ended December 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, 2021 391 $ 4 200 $ 2 $ 12,057 $ (2,911) $ (941) $ 8,211 $ 935 $ 9,146
Net income — — — — — 431 — 431 98 529
Other comprehensive loss — — — — — — (148) (148) (38) (186)
Dividends — — — — (59) — — (59) (27) (86)
Share repurchases (1) — (1) — (44) (2) — (46) — (46)
Other 2 — — — (6) — — (6) (4) (10)
Balance, December 31, 2021 392 $ 4 199 $ 2 $ 11,948 $ (2,482) $ (1,089) $ 8,383 $ 964 $ 9,347


		For the six months ended December 31, 2020																											For the six months ended December 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			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												Shares						Amount						Shares		Amount
		(in millions)																											(in millions)
Balance, June 30, 2020		389	$	4	200	$	2			$	12,148					$	(3,241)				$	(1,331)			$	7,582			$	807	$	8,389
Balance, June 30, 2021																												Balance, June 30, 2021	391		$	4	200	$	2			$	12,057			$	(2,911)			$	(941)			$	8,211			$	935			$	9,146

Net income	Net income	—	—		—	—		—				265		—					265			43				308		Net income	—		—		—	—		—				431				—				431				98				529
Other comprehensive income		—	—		—	—		—				—		341					341			80				421
Other comprehensive loss																												Other comprehensive loss	—		—		—	—		—				—				(148)				(148)				(38)				(186)
Dividends	Dividends	—	—		—	—		(59)				—		—					(59)			(21)				(80)		Dividends	—		—		—	—		(59)				—				—				(59)				(27)				(86)
Share repurchases																												Share repurchases	(1)		—		(1)	—		(44)				(2)				—				(46)				—				(46)
Other	Other	2	—		—	—		2				—		—					2			34				36		Other	2		—		—	—		(6)				—				—				(6)				(4)				(10)
Balance, December 31, 2020		391	$	4	200	$	2	$	12,091			$	(2,976)	$	(990)				$	8,131		$	943			$	9,074
Balance, December 31, 2021																												Balance, December 31, 2021	392		$	4	199	$	2	$	11,948			$	(2,482)			$	(1,089)			$	8,383			$	964			$	9,347

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 December 31, ~~2021,~~2022, the remaining authorized amount under the Repurchase Program was approximately ~~$954~~$643 million.

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~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

Stock repurchases commenced on November 9, ~~2021,~~2021. During the three and ~~during~~six months ended December 31, 2022, the Company repurchased and subsequently retired 1.9 million and 6.9 million shares, respectively, of Class A Common Stock for approximately $31 million and $115 million, respectively, and 1.0 million and 3.5 million shares, respectively, of Class B Common Stock for approximately $16 million and $59 million, respectively. During the three and six months ended December 31, 2021, the Company repurchased and subsequently retired 1.4 million shares of Class A Common Stock for approximately $31 million and 0.7 million shares of Class B Common Stock for approximately $15 million. ~~The Company did not purchase any of its Class A Common Stock or Class B Common Stock during the six months ended December 31, 2020.~~

~~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 August ~~2021,~~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. ~~This~~The dividend was paid on October ~~13, 2021~~12, 2022 to stockholders of record as of September ~~15, 2021.~~14, 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.

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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.

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~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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


		As of December 31, 2021								As of June 30, 2021									As of December 31, 2022								As of June 30, 2022
		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
		(in millions)																	(in millions)
Assets:	Assets:																	Assets:
Interest rate derivatives - cash flow hedges																		Interest rate derivatives - cash flow hedges	$	—	$	43	$	—	$	43	$	—	$	24	$	—	$	24
Foreign currency derivatives - cash flow hedges	Foreign currency derivatives - cash flow hedges	$	—	$	1	$	—	$	1	$	—	$	—	$	—	$	—	Foreign currency derivatives - cash flow hedges	—		1		—		1		—		1		—		1
Interest rate derivatives - cash flow hedges		—		3		—		3		—		—		—		—
Cross-currency interest rate derivatives - fair value hedges	Cross-currency interest rate derivatives - fair value hedges	—		20		—		20		—		18		—		18		Cross-currency interest rate derivatives - fair value hedges	—		8		—		8		—		19		—		19

Cross-currency interest rate derivatives	Cross-currency interest rate derivatives	—		81		—		81		—		73		—		73		Cross-currency interest rate derivatives	—		34		—		34		—		79		—		79
Equity securities(a)	Equity securities(a)	187		—		103		290		164		—		116		280		Equity securities(a)	98		—		132		230		109		—		103		212
Total assets	Total assets	$	187	$	105	$	103	$	395	$	164	$	91	$	116	$	371	Total assets	$	98	$	86	$	132	$	316	$	109	$	123	$	103	$	335
Liabilities:

Interest rate derivatives - cash flow hedges		$	—	$	5	$	—	$	5	$	—	$	9	$	—	$	9

Cross-currency interest rate derivatives		—		8		—		8		—		13		—		13

Total liabilities	Total liabilities	$	—	$	13	$	—	$	13	$	—	$	22	$	—	$	22	Total liabilities	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

(a)See Note 5—Investments.

During the six months ended December 31, 2021, 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.

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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 six months ended December 31,					For the six months ended December 31,
		2021		2020			2022		2021
		(in millions)					(in millions)
Balance - beginning of period	Balance - beginning of period	$	116	$	123	Balance - beginning of period	$	103	$	116
Additions(a)	Additions(a)	15		6		Additions(a)	30		15

Sales						Sales	(2)		—
Returns of capital	Returns of capital	(33)		(2)		Returns of capital	(1)		(33)
Measurement adjustments	Measurement adjustments	28		21		Measurement adjustments	1		28
Foreign exchange and other~~(a)~~(b)	Foreign exchange and other~~(a)~~(b)	(23)		(31)		Foreign exchange and other~~(a)~~(b)	1		(23)
Balance - end of period	Balance - end of period	$	103	$	117	Balance - end of period	$	132	$	103

(a) Primarily relates to Dow Jones’ investment in an artificial intelligence-focused data analytics company during the three months ended December 31, 2022.

(b) During the six months ended December 31, 2021, 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.

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~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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.

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 December 31, 2021		As of June 30, 2021			Balance Sheet Location	As of December 31, 2022		As of June 30, 2022
			(in millions)						(in millions)
Foreign currency derivatives - cash flow hedges	Foreign currency derivatives - cash flow hedges	Other current assets	$	1	$	—	Foreign currency derivatives - cash flow hedges	Other current assets	$	1	$	1
Cross currency interest rate derivatives - fair value hedges	Cross currency interest rate derivatives - fair value hedges	Other current assets	11		—		Cross currency interest rate derivatives - fair value hedges	Other current assets	—		11

Interest rate derivatives - cash flow hedges							Interest rate derivatives - cash flow hedges	Other current assets	14		4
Cross currency interest rate derivatives	Cross currency interest rate derivatives	Other current assets	45		—		Cross currency interest rate derivatives	Other current assets	—		46
Interest rate derivatives - cash flow hedges	Interest rate derivatives - cash flow hedges	Other non-current assets	3		—		Interest rate derivatives - cash flow hedges	Other non-current assets	29		20
Cross-currency interest rate derivatives - fair value hedges	Cross-currency interest rate derivatives - fair value hedges	Other non-current assets	9		18		Cross-currency interest rate derivatives - fair value hedges	Other non-current assets	8		8

Cross-currency interest rate derivatives	Cross-currency interest rate derivatives	Other non-current assets	36		73		Cross-currency interest rate derivatives	Other non-current assets	34		33

Interest rate derivatives - cash flow hedges		Other current liabilities	(5)		(6)
Cross-currency interest rate derivatives		Other current liabilities	(2)		—
Interest rate derivatives - cash flow hedges		Other non-current liabilities	—		(3)
Cross-currency interest rate derivatives		Other non-current liabilities	(6)		(13)

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 ~~$28~~$41 million as of December 31, ~~2021.~~2022. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

one year. As of December 31, ~~2021,~~2022, the Company estimates that approximately nil 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~~250 million and $500 million as of December 31, ~~2021.~~2022 for Foxtel Debt Group and News Corporation borrowings, respectively. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to ~~May 2024.~~March 2027. As of December 31, ~~2021,~~2022, the Company estimates that approximately $3$19 million of net derivative ~~losses~~gains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 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

~~Table of Contents~~

~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

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~~$120 million as of December 31, ~~2021.~~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 December 31, ~~2021,~~2022, the Company estimates that approximately $3$1 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 six months ended December 31, ~~2021~~2022 and ~~2020~~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 December 31,				(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the three months ended December 31,				Income statement location
	2022		2021		2022		2021
	(in millions)
Foreign currency derivatives - cash flow hedges	$	(2)	$	—	$	1	$	—	Operating expenses
Cross-currency interest rate derivatives	—		—		(1)		(1)		Interest expense, net
Interest rate derivatives - cash flow hedges	(1)		4		(3)		(1)		Interest expense, net
Total	$	(3)	$	4	$	(3)	$	(2)


		Gain (loss) recognized in Accumulated Other Comprehensive Loss for the three months ended December 31,				(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the three months ended December 31,				Income statement location		Gain (loss) recognized in Accumulated Other Comprehensive Loss for the six months ended December 31,				(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the six months ended December 31,				Income statement location
		2021		2020		2021		2020				2022		2021		2022		2021
		(in millions)										(in millions)
Foreign currency derivatives - cash flow hedges	Foreign currency derivatives - cash flow hedges	$	—	$	—	$	—	$	(1)	Operating expenses	Foreign currency derivatives - cash flow hedges	$	(1)	$	1	$	—	$	—	Operating expenses
Cross-currency interest rate derivatives	Cross-currency interest rate derivatives	—		—		(1)		—		Interest expense, net	Cross-currency interest rate derivatives	—		—		(1)		(2)		Interest expense, net
Interest rate derivatives - cash flow hedges	Interest rate derivatives - cash flow hedges	4		(1)		(1)		2		Interest expense, net	Interest rate derivatives - cash flow hedges	21		6		(3)		(2)		Interest expense, net
Total	Total	$	4	$	(1)	$	(2)	$	1		Total	$	20	$	7	$	(4)	$	(4)

Gain (loss) recognized in Accumulated Other Comprehensive Loss for the six months ended December 31, (Gain) loss reclassified from Accumulated Other Comprehensive Loss for the six months ended December 31, Income statement
location
2021 2020 2021 2020
(in millions)
Foreign currency derivatives - cash flow hedges $ 1 $ — $ — $ (1) Operating expenses
Cross-currency interest rate derivatives — (15) (2) 13 Interest expense, net
Interest rate derivatives - cash flow hedges 6 (1) (2) 3 Interest expense, net
Total $ 7 $ (16) $ (4) $ 15

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 $1 million and a gain of approximately $2 million for the three and six months ended December 31, 2022, respectively, and gains of approximately $8 million and $17 million for the three and six months ended December 31, 2021, ~~respectively, and a loss of approximately $2 million for the three and six months ended December 31, 2020.~~respectively.

Fair value hedges

Borrowings in Australia 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 six months ended December 31, ~~2021,~~2022, such adjustments decreased the carrying value of borrowings by nil.

The total notional value of the fair value hedges was approximately ~~$70~~$30 million as of December 31, ~~2021.~~2022. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2024.

~~Table of Contents~~

~~NEWS CORPORATION~~

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

During the three and six months ended December 31, ~~2021~~2022 and ~~2020,~~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 December 31, ~~2021~~2022 and June 30, ~~2021:~~2022:


		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Borrowings:	Borrowings:					Borrowings:
Carrying amount of hedged item	Carrying amount of hedged item	$	71	$	71	Carrying amount of hedged item	$	28	$	68
Cumulative hedging adjustments included in the carrying amount	Cumulative hedging adjustments included in the carrying amount	3		5		Cumulative hedging adjustments included in the carrying amount	—		2

Other Fair Value Measurements

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

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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 December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions, except per share amounts)									(in millions, except per share amounts)
Net income	Net income	$	262	$	261	$	529	$	308	Net income	$	94	$	262	$	160	$	529
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(27)		(30)		(98)		(43)		Less: Net income attributable to noncontrolling interests	(27)		(27)		(53)		(98)
Net income attributable to News Corporation stockholders	Net income attributable to News Corporation stockholders	$	235	$	231	$	431	$	265	Net income attributable to News Corporation stockholders	$	67	$	235	$	107	$	431
Weighted-average number of shares of common stock outstanding - basic	Weighted-average number of shares of common stock outstanding - basic	592.1		590.7		591.9		590.1		Weighted-average number of shares of common stock outstanding - basic	576.0		592.1		578.7		591.9
Dilutive effect of equity awards	Dilutive effect of equity awards	2.6		1.9		2.7		1.6		Dilutive effect of equity awards	1.8		2.6		1.8		2.7
Weighted-average number of shares of common stock outstanding - diluted	Weighted-average number of shares of common stock outstanding - diluted	594.7		592.6		594.6		591.7		Weighted-average number of shares of common stock outstanding - diluted	577.8		594.7		580.5		594.6
Net income attributable to News Corporation stockholders per share - basic	Net income attributable to News Corporation stockholders per share - basic	$	0.40	$	0.39	$	0.73	$	0.45	Net income attributable to News Corporation stockholders per share - basic	$	0.12	$	0.40	$	0.18	$	0.73
Net income attributable to News Corporation stockholders per share -diluted		$	0.40	$	0.39	$	0.72	$	0.45
Net income attributable to News Corporation stockholders per share - diluted										Net income attributable to News Corporation stockholders per share - diluted	$	0.12	$	0.40	$	0.18	$	0.72

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.

In December 2022, the Company extended the lease at 1211 Avenue of the Americas in New York, New York through fiscal 2042. The location houses the Company’s corporate headquarters as well as the executive and editorial offices for Dow Jones and the New York Post. In connection with this extension, the Company will pay average rent of approximately $33 million per year through the remaining term.

During September and December 2022, the Company amended and extended certain sports programming rights agreements. As a result, the Company has presented its commitments associated with its sports programming rights in the table below.

As of December 31, 2022

Payments Due by Period

Total

Less than 1

year

1-3 years

3-5 years

More than 5

years

(in millions)

Sports programming rights

3,959

499

1,038

1,036

1,386

The Company’s remaining commitments as of December 31, ~~2021~~2022 have not changed significantly from the disclosures included in the ~~2021~~2022 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of

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these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

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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.

OnIn 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��~~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~~sought treble damages, injunctive relief and attorneys’ fees and costs. ~~On August 14, 2019,~~In July 2022, the ~~NAM Parties answered~~parties agreed to settle the ~~complaint~~litigation 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 predictclaims were dismissed 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.~~prejudice.

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,~~2022, the N.Y. District Court granted Amazon and the Publishers’ motions to dismiss the complaints but gave the plaintiffs leave to amend. The plaintiffs filed amended complaints in both cases in November 2022, and in January 2023, Amazon and the Publishers filed motions to dismiss the ~~complaints, which the plaintiffs have opposed.~~amended complaints. 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.

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In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as

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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 $4$3 million and $3$4 million for the three months ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and $6$9 million and $5$6 million for the six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively. As of December 31, ~~2021,~~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 ~~$46~~$118 million. The amount to be indemnified by FOX of approximately ~~$59~~$114 million was recorded as a receivable in Other current assets on the Balance Sheet as of December 31, ~~2021.~~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 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,~~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 December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the six months ended December 31, 2022, the Company recorded income tax expense of $96 million on pre-tax income of $256 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the three months ended December 31, 2021, the Company recorded income tax expense of $99 million on pre-tax income of $361 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by changes in valuation allowances.

For the six months ended December 31, 2021, the Company recorded income tax expense of $170 million on pre-tax income of $699 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by changes in valuation allowances, offset by the lower tax impact related to the acquisition of an 18% interest in PropertyGuru.

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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.

For the six months ended December 31, 2020, the Company recorded income tax expense of $110 million on pre-tax income of $418 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 Inflation Reduction Act (“IRA”) was signed into law on August 16, 2022. The IRA implements a 15% corporate minimum tax on corporations with over $1 billion of financial statement income, a 1% excise tax on stock repurchases and several tax incentives to promote clean energy. On December 27, 2022, the U.S. Treasury Department provided additional guidance on the corporate minimum tax and the excise tax on stock repurchases. The Company is not expected to be subject to the corporate minimum tax and it will be subject to the 1% excise tax on stock repurchases.

The OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting has agreed on a two-pillar approach to address tax challenges arising from the digitalization of the global economy by (1) allocating profits to market jurisdictions (“Pillar One”) and (2) ensuring multinational enterprises pay a minimum level of tax regardless of where the headquarters are located or the jurisdictions in which the company operates (“Pillar Two”). Pillar One targets multinational groups with global revenue exceeding 20 billion Euros and a profit-to-revenue ratio of more than 10%. Companies subject to Pillar One will be required to allocate profits and pay taxes to market jurisdictions. Based on the current proposed revenue and profit thresholds, the Company does not expect to be subject to tax changes associated with Pillar One. Pillar Two establishes a global minimum effective tax rate of 15% for multinational groups with annual global revenue exceeding 750 million Euros. On December 15, 2022, EU Member States unanimously adopted a directive implementing the global minimum tax rules of Pillar Two requiring members to enact the directive into their national laws by the end of 2023. We are currently evaluating the potential impact of the Pillar Two global minimum tax proposals on our consolidated financial statements and related disclosures.

The Company paid gross income taxes of ~~$92~~$81 million and ~~$98~~$92 million during the six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively, and received tax refunds of $1 million and $9$1 million, respectively.

NOTE 12. SEGMENT INFORMATION

The Company manages and reports its businesses in the following 6six 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~~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, ~~Ready Connect Concierge.~~ReadyConnect ConciergeSM. Move also offers online tools and services to do-it-yourself landlords and ~~tenants, as well as professional software and services products.~~tenants.

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(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~~provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s 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~~Group’s other streaming services include 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.~~

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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~~third party providers.

•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~~mobile 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, Barron’s, MarketWatch, Investor’s Business Daily,Factiva, Dow Jones Risk & Compliance, Dow Jones Newswires ~~Barron’s, MarketWatch~~ and ~~Investor’s Business Daily.~~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, Mariner, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, George Orwell, Agatha Christie and Zora Neale Hurston, as well as global author brands including J.R.R. Tolkien, C.S. Lewis, Daniel Silva, Karin Slaughter and Dr. Martin Luther King, Jr. It is also home to many beloved children’s books and 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., the Company’s recently launched TalkTV 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~~expenses 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).

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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Segment information is summarized as follows:


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Revenues:	Revenues:									Revenues:
Digital Real Estate Services	Digital Real Estate Services	$	456	$	339	$	882	$	629	Digital Real Estate Services	$	386	$	456	$	807	$	882
Subscription Video Services	Subscription Video Services	498		511		1,008		1,007		Subscription Video Services	462		498		964		1,008
Dow Jones	Dow Jones	508		446		952		832		Dow Jones	563		508		1,078		952
Book Publishing	Book Publishing	617		544		1,163		1,002		Book Publishing	531		617		1,018		1,163
News Media	News Media	638		573		1,214		1,060		News Media	579		638		1,132		1,214
Other	Other	—		1		—		1		Other	—		—		—		—
Total revenues	Total revenues	$	2,717	$	2,414	$	5,219	$	4,531	Total revenues	$	2,521	$	2,717	$	4,999	$	5,219
Segment EBITDA:	Segment EBITDA:									Segment EBITDA:
Digital Real Estate Services	Digital Real Estate Services	$	178	$	142	$	316	$	261	Digital Real Estate Services	$	128	$	178	$	247	$	316
Subscription Video Services	Subscription Video Services	86		124		200		202		Subscription Video Services	90		86		201		200
Dow Jones	Dow Jones	144		109		239		181		Dow Jones	139		144		252		239
Book Publishing	Book Publishing	107		104		192		175		Book Publishing	51		107		90		192
News Media	News Media	111		66		145		44		News Media	59		111		77		145
Other	Other	(40)		(48)		(96)		(98)		Other	(58)		(40)		(108)		(96)
Depreciation and amortization	Depreciation and amortization	(168)		(167)		(333)		(331)		Depreciation and amortization	(174)		(168)		(353)		(333)
Impairment and restructuring charges	Impairment and restructuring charges	(23)		(23)		(45)		(63)		Impairment and restructuring charges	(19)		(23)		(40)		(45)
Equity losses of affiliates	Equity losses of affiliates	(6)		(3)		(6)		(4)		Equity losses of affiliates	(29)		(6)		(33)		(6)
Interest expense, net	Interest expense, net	(21)		(12)		(43)		(20)		Interest expense, net	(26)		(21)		(53)		(43)
Other, net	Other, net	(7)		54		130		71		Other, net	(6)		(7)		(24)		130
Income before income tax expense	Income before income tax expense	361		346		699		418		Income before income tax expense	155		361		256		699
Income tax expense	Income tax expense	(99)		(85)		(170)		(110)		Income tax expense	(61)		(99)		(96)		(170)
Net income	Net income	$	262	$	261	$	529	$	308	Net income	$	94	$	262	$	160	$	529


		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Total assets:	Total assets:					Total assets:
Digital Real Estate Services	Digital Real Estate Services	$	3,050	$	3,146	Digital Real Estate Services	$	2,888	$	2,989
Subscription Video Services	Subscription Video Services	3,334		3,515		Subscription Video Services	2,883		3,082
Dow Jones	Dow Jones	2,845		2,798		Dow Jones	4,304		4,368
Book Publishing	Book Publishing	2,837		2,713		Book Publishing	2,765		2,651
News Media	News Media	2,106		2,209		News Media	2,132		2,115
Other(a)	Other(a)	1,843		2,039		Other(a)	1,395		1,528
Investments	Investments	505		351		Investments	524		488
Total assets	Total assets	$	16,520	$	16,771	Total assets	$	16,891	$	17,221

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

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		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Goodwill and intangible assets, net:	Goodwill and intangible assets, net:					Goodwill and intangible assets, net:
Digital Real Estate Services	Digital Real Estate Services	$	1,827	$	1,871	Digital Real Estate Services	$	1,806	$	1,823
Subscription Video Services	Subscription Video Services	1,506		1,612		Subscription Video Services	1,366		1,394
Dow Jones	Dow Jones	1,986		1,995		Dow Jones	3,323		3,346
Book Publishing	Book Publishing	1,017		1,046		Book Publishing	955		973
News Media	News Media	303		308		News Media	302		304
Total Goodwill and intangible assets, net	Total Goodwill and intangible assets, net	$	6,639	$	6,832	Total Goodwill and intangible assets, net	$	7,752	$	7,840

NOTE 13. ADDITIONAL FINANCIAL INFORMATION

Receivables, net

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

Receivables, net consist of:


		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Receivables	Receivables	$	1,738	$	1,569	Receivables	$	1,693	$	1,569
Less: allowances	Less: allowances	(73)		(71)		Less: allowances	(57)		(67)
Receivables, net	Receivables, net	$	1,665	$	1,498	Receivables, net	$	1,636	$	1,502

Other Non-Current Assets

The following table sets forth the components of Other non-current assets:


		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Royalty advances to authors	Royalty advances to authors	$	398	$	406	Royalty advances to authors	$	393	$	403
Retirement benefit assets	Retirement benefit assets	134		120		Retirement benefit assets	144		133
Inventory(a)	Inventory(a)	262		279		Inventory(a)	261		268
News America Marketing deferred consideration	News America Marketing deferred consideration	135		128		News America Marketing deferred consideration	149		142
Other	Other	456		514		Other	453		438
Total Other non-current assets	Total Other non-current assets	$	1,385	$	1,447	Total Other non-current assets	$	1,400	$	1,384

(a)Primarily consists of the non-current portion of programming rights.

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NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Current Liabilities

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


		As of December 31, 2021		As of June 30, 2021			As of December 31, 2022		As of June 30, 2022
		(in millions)					(in millions)
Royalties and commissions payable	Royalties and commissions payable	$	234	$	206	Royalties and commissions payable	$	233	$	215
Current operating lease liabilities	Current operating lease liabilities	143		143		Current operating lease liabilities	111		139
Allowance for sales returns	Allowance for sales returns	210		190		Allowance for sales returns	165		173
Current tax payable	Current tax payable	33		30		Current tax payable	16		18

Other	Other	380		504		Other	436		430
Total Other current liabilities	Total Other current liabilities	$	1,000	$	1,073	Total Other current liabilities	$	961	$	975

Other, net

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


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
		(in millions)									(in millions)
Remeasurement of equity securities	Remeasurement of equity securities	$	(9)	$	37	$	19	$	46	Remeasurement of equity securities	$	(11)	$	(9)	$	(14)	$	19
Dividends received from equity security investments	Dividends received from equity security investments	9		1		10		3		Dividends received from equity security investments	2		9		4		10
(Loss) gain on sale of businesses(a)	(Loss) gain on sale of businesses(a)	(9)		—		98		—		(Loss) gain on sale of businesses(a)	—		(9)		—		98
Gain on remeasurement of previously-held interest~~(b)~~	Gain on remeasurement of previously-held interest~~(b)~~	3		7		3		7		Gain on remeasurement of previously-held interest~~(b)~~	—		3		—		3

Other	Other	(1)		9		—		15		Other	3		(1)		(14)		—
Total Other, net	Total Other, net	$	(7)	$	54	$	130	$	71	Total Other, net	$	(6)	$	(7)	$	(24)	$	130

(a) During the six months ended December 31, 2021, REA Group acquired an 18% interest in PropertyGuru in exchange for all shares of REA Group’s entities in Malaysia and Thailand. The Company recognized a gain of $107 million on the disposition of such entities.

~~(b) Relates to the acquisition of Elara in the three and six months ended December 31, 2020.~~

Supplemental Cash Flow Information

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


		For the six months ended December 31,					For the six months ended December 31,
		2021		2020			2022		2021
		(in millions)					(in millions)
Cash paid for interest	Cash paid for interest	$	49	$	28	Cash paid for interest	$	54	$	49
Cash paid for taxes	Cash paid for taxes	$	92	$	98	Cash paid for taxes	$	81	$	92

NOTE 14. SUBSEQUENT EVENTS

Potential Disposition of Move

In January 2023, the Company announced that it was engaged in discussions with CoStar Group, Inc. regarding a potential sale of its subsidiary, Move, Inc. However, there is no assurance regarding the timing or completion of any transaction.

Dividend declaration

In February ~~2022,~~2023, the Company’s Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend is payable on April ~~13, 2022~~12, 2023 to stockholders of record as of March ~~16, 2022.~~15, 2023.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This document, including the following discussion and analysis, contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “will,” “estimate,” “anticipate,” “predict,” ~~“believe”~~“believe,” “should” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s business, financial condition or results of operations, the Company’s strategy and strategic initiatives, including potential acquisitions, investments and dispositions, and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A. in News Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2021,~~2022, as filed with the Securities and Exchange Commission (the “SEC”) on August ~~10, 2021~~12, 2022 (the ~~“2021~~“2022 Form 10-K”), and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the unaudited consolidated financial statements of News Corporation and related notes set forth elsewhere herein and the audited consolidated financial statements of News Corporation and related notes set forth in the ~~2021~~2022 Form 10-K.

INTRODUCTION

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

The unaudited consolidated financial statements are referred to herein as the “Consolidated Financial Statements.” The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.” The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

•Overview of the Company’s Businesses—This section provides a general description of the Company’s businesses, as well as developments that occurred to date during fiscal ~~2022~~2023 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

•Results of Operations—This section provides an analysis of the Company’s results of operations for the three and six months ended December 31, ~~2021~~2022 and ~~2020.~~2021. This analysis is presented on both a consolidated basis and a segment basis. Supplemental revenue information is also included for reporting units within certain segments and is presented on a gross basis, before eliminations in consolidation. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.

•Liquidity and Capital Resources—This section provides an analysis of the Company’s cash flows for the six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of December 31, ~~2021.~~2022.

OVERVIEW OF THE COMPANY’S BUSINESSES

The Company manages and reports its businesses in the following six segments:

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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.

•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~~provider. Its Foxtel pay-TV service provides approximately 200 live channels and video on demand covering sports, general entertainment, movies, documentaries, music, children’s programming and news. Foxtel and the Group’s 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~~Group’s other streaming services include 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.~~

•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~~mobile 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, Barron’s, MarketWatch, Investor’s Business Daily, Factiva, Dow Jones Risk & Compliance, Dow Jones Newswires ~~Barron’s, MarketWatch~~ and ~~Investor’s Business Daily.~~OPIS.

•Other—The Other segment consists primarily of general corporate overhead expenses, costs related to the U.K. Newspaper Matters (as defined in Note 10—Commitments and Contingencies to the Consolidated Financial Statements) and ~~transformation costs~~expenses associated with the Company’s ~~ongoing~~ cost reduction initiatives.

Other Business Developments

~~Agreement to acquire Base Chemicals~~Acquisition of OPIS

In ~~December 2021,~~February 2022, the Company ~~entered into an agreement to acquire~~acquired the ~~Base Chemicals~~Oil Price Information Service business and related assets (“~~Base Chemicals”~~OPIS”) from S&P Global Inc. (“S&P”) and IHS Markit Ltd. ~~(“IHS”)~~ for ~~$295 million~~$1.15 billion in cash, subject to customary purchase price adjustments. OPIS is a

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adjustments. Base Chemicals provides pricing data, insights, analysis and forecasting for key base chemicals through its leading Market Advisory and World Analysis services. The acquisition will complement the Company’s planned acquisition of OPIS (as defined below) and enable Dow Jones to further expand into new customer segments and bolster its plans to create a new energy, chemicals and renewables vertical to deliver valuable and trusted specialized content. 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 the consummation of the S&P and IHS merger. Closing is expected in the second half of fiscal 2022.

~~Share Repurchase Program~~

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. See Note 7—Equity in the accompanying Consolidated Financial Statements.

~~REA Group sale of Malaysia and Thailand businesses~~

In August 2021, 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. The transaction was completed after REA Group entered into an agreement to sell its 27% interest in its existing venture with 99.co. The transaction created a leading digital real estate services company in Southeast Asia and new opportunities for collaboration and access to a deeper pool of expertise, technology and investment in the region. REA Group received one seat on the board of directors of PropertyGuru as part of the transaction.

~~Agreement to acquire OPIS~~

In July 2021, the Company entered into an agreement to acquire 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 ~~will enable~~enables Dow Jones to become a leading provider of energy and renewables information and ~~further~~furthers its goal of building the leading global business news and information platform for professionals. OPIS ~~will be~~is a subsidiary of Dow Jones, and its results ~~will be~~are included in the Dow Jones segment. ~~The acquisition is~~

Acquisition of Base Chemicals

In June 2022, the Company acquired the Base Chemicals (rebranded Chemical Market Analytics, “CMA”) business from S&P for $295 million in cash, subject to customary ~~closing conditions, including regulatory approvals~~purchase price adjustments. CMA provides pricing data, insights, analysis and ~~the consummation of the S&P~~forecasting for key base chemicals through its leading Market Advisory and ~~IHS merger. Closing is expected in the second half of fiscal 2022.~~

~~Acquisition of 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 theWorld Analysis services. The acquisition ~~became effective and binding on Mortgage Choice shareholders on June 18, 2021 upon court approval. Mortgage Choice is~~enables Dow Jones to become a leading ~~Australian mortgage broking~~provider of base chemicals information and furthers its goal of building the leading global business news 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 Choiceinformation platform for professionals. CMA is ~~a subsidiary of REA Group~~operated by Dow Jones, and its results are included in the ~~Digital Real Estate Services~~Dow Jones segment.

Acquisition of ~~HMH Books & Media~~UpNest

In ~~May 2021,~~June 2022, the Company acquired ~~the Books & Media segment of Houghton Mifflin Harcourt~~UpNest, Inc. (“~~HMH Books & Media”~~UpNest”) for ~~$349~~closing cash consideration of $45 million, subject to customary purchase price adjustments, and up to $15 million in ~~cash. HMH Books & Media publishes renowned~~future cash consideration based upon the achievement of certain performance objectives over the next two years. UpNest is a real estate agent marketplace that matches home sellers and ~~awarded children’s, young adult, fiction, non-fiction, culinary~~buyers with top local agents who compete for their business. The UpNest acquisition helps Realtor.com® further expand its services and ~~reference titles. The acquisition adds an extensive~~support for home sellers and ~~successful backlist, a strong frontlist in the lifestyle~~listing agents and ~~children’s segments and a productions business that provides opportunities to expand HarperCollins’s intellectual property across different formats. HMH Books & Media~~brokers. UpNest is a subsidiary of ~~HarperCollins~~Move, and its results are included within the Digital Real Estate Services segment.

Exploration of Potential Combination with FOX Corporation (“FOX”)

In October 2022, the Company announced that its Board of Directors (the “Board of Directors”), following the receipt of letters from K. Rupert Murdoch and the Murdoch Family Trust, had formed a special committee of independent and disinterested members of the Board of Directors (the “Special Committee”) to begin exploring a potential combination with FOX (the “Potential Transaction”). In January 2023, the Board of Directors received a letter from Mr. Murdoch withdrawing the proposal to explore the Potential Transaction. As a result of the letter, the Special Committee has been dissolved.

Potential Disposition of Move

Russian and Ukrainian conflict

The Company has taken steps to ensure the safety of its journalists and other personnel in Ukraine and Russia and will continue to monitor the situation in the ~~Book Publishing segment.~~region and provide support, as needed, to affected employees. The Company has extremely limited operations in, or direct exposure to, Russia or Ukraine, and the conflict has not had a material impact on its business, financial condition, or results of operations to date. However, the conflict has broadened inflationary pressures and a further escalation or expansion of its scope or the related economic disruption could impact the Company's supply chain, further exacerbate inflation and other macroeconomic trends and have an adverse effect on its results of operations.

Announced Headcount Reduction

In response to the macroeconomic challenges facing many of the Company’s businesses, the Company expects to continue to implement cost savings initiatives, including an expected 5% headcount reduction or around 1,250 positions, this calendar year. While it is still evaluating the cost savings opportunity from this action, the Company expects this to generate an annualized cost savings of at least $130 million. The Company expects the charges related to this action to pay back in a year.

See Note 3—Acquisitions in the accompanying Consolidated Financial Statements for further discussion of the acquisitions discussed above.

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~~Acquisition of 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.

RESULTS OF OPERATIONS

Results of Operations—For the three and six months ended December 31, ~~2021~~2022 versus the three and six months ended December 31, ~~2020~~2021

The following table sets forth the Company’s operating results for the three and six months ended December 31, ~~2021~~2022 as compared to the three and six months ended December 31, ~~2020.~~2021.


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Circulation and subscription	Circulation and subscription	$	1,072	$	1,030	$	42	4	%	$	2,149	$	2,032	$	117	6	%	Circulation and subscription	$	1,085	$	1,072	$	13	1	%	$	2,196	$	2,149	$	47	2	%
Advertising	Advertising	519		448		71		16	%	924		780		144		18	%	Advertising	464		519		(55)		(11)	%	870		924		(54)		(6)	%
Consumer	Consumer	594		523		71		14	%	1,118		964		154		16	%	Consumer	512		594		(82)		(14)	%	979		1,118		(139)		(12)	%
Real estate	Real estate	352		281		71		25	%	672		516		156		30	%	Real estate	301		352		(51)		(14)	%	624		672		(48)		(7)	%
Other	Other	180		132		48		36	%	356		239		117		49	%	Other	159		180		(21)		(12)	%	330		356		(26)		(7)	%
Total Revenues	Total Revenues	2,717		2,414		303		13	%	5,219		4,531		688		15	%	Total Revenues	2,521		2,717		(196)		(7)	%	4,999		5,219		(220)		(4)	%
Operating expenses	Operating expenses	(1,279)		(1,198)		(81)		(7)	%	(2,523)		(2,362)		(161)		(7)	%	Operating expenses	(1,294)		(1,279)		(15)		(1)	%	(2,567)		(2,523)		(44)		(2)	%
Selling, general and administrative	Selling, general and administrative	(852)		(719)		(133)		(18)	%	(1,700)		(1,404)		(296)		(21)	%	Selling, general and administrative	(818)		(852)		34		4	%	(1,673)		(1,700)		27		2	%
Depreciation and amortization	Depreciation and amortization	(168)		(167)		(1)		(1)	%	(333)		(331)		(2)		(1)	%	Depreciation and amortization	(174)		(168)		(6)		(4)	%	(353)		(333)		(20)		(6)	%
Impairment and restructuring charges	Impairment and restructuring charges	(23)		(23)		—		—	%	(45)		(63)		18		29	%	Impairment and restructuring charges	(19)		(23)		4		17	%	(40)		(45)		5		11	%
Equity losses of affiliates	Equity losses of affiliates	(6)		(3)		(3)		(100)	%	(6)		(4)		(2)		(50)	%	Equity losses of affiliates	(29)		(6)		(23)		**		(33)		(6)		(27)		**
Interest expense, net	Interest expense, net	(21)		(12)		(9)		(75)	%	(43)		(20)		(23)		**		Interest expense, net	(26)		(21)		(5)		(24)	%	(53)		(43)		(10)		(23)	%
Other, net	Other, net	(7)		54		(61)		**		130		71		59		83	%	Other, net	(6)		(7)		1		14	%	(24)		130		(154)		**
Income before income tax expense	Income before income tax expense	361		346		15		4	%	699		418		281		67		Income before income tax expense	155		361		(206)		(57)	%	256		699		(443)		(63)	%
Income tax expense	Income tax expense	(99)		(85)		(14)		(16)	%	(170)		(110)		(60)		(55)	%	Income tax expense	(61)		(99)		38		38	%	(96)		(170)		74		44	%
Net income	Net income	262		261		1		—	%	529		308		221		72	%	Net income	94		262		(168)		(64)	%	160		529		(369)		(70)	%
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	(27)		(30)		3		10	%	(98)		(43)		(55)		**		Less: Net income attributable to noncontrolling interests	(27)		(27)		—		—	%	(53)		(98)		45		46	%
Net income attributable to News Corporation stockholders	Net income attributable to News Corporation stockholders	$	235	$	231	$	4	2	%	$	431	$	265	$	166	63	%	Net income attributable to News Corporation stockholders	$	67	$	235	$	(168)	(71)	%	$	107	$	431	$	(324)	(75)	%

** not meaningful

Revenues— Revenues ~~increased $303~~decreased $196 million, or ~~13%~~7%, and ~~$688~~$220 million, or ~~15%~~4%, for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022.

The revenue ~~increase~~decrease for the three months ended December 31, ~~2021~~2022 was primarily driven by ~~increases~~decreases at the Book Publishing segment due to lower print and digital book sales in the U.S. market due to slowing consumer demand industry-wide, difficult frontlist comparisons and some logistical constraints at Amazon, at the Digital Real Estate Services segment ~~primarily~~ due to ~~higher~~lower real estate revenues at Move and REA Group, the ~~acquisition~~negative impact of ~~Mortgage Choice,~~foreign currency fluctuations and lower financial services revenue at REA Group and at the ~~Book Publishing segment~~News Media and Subscription Video Services segments primarily due to the ~~acquisition~~negative impacts of ~~HMH Books and Media, at the News Media segment primarily due to~~foreign currency fluctuations. The decreases were partially offset by higher ~~advertising and circulation and subscription~~ revenues ~~and~~ at the Dow Jones segment primarily due to ~~higher advertising revenues, higher circulation~~the acquisitions of OPIS and ~~subscription revenues and the acquisition of IBD.~~CMA. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of $6$171 million, or 1%6%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

The revenue ~~increase~~decrease for the six months ended December 31, ~~2021~~2022 was driven by ~~increases at~~ the ~~Digital Real Estate Services segment primarily due to higher real estate revenues and the acquisition of Mortgage Choice,~~decrease at the Book Publishing segment, primarily due to lower print and digital book sales in the ~~acquisition~~U.S. market due to slowing consumer demand industry-wide, difficult frontlist comparisons and the impact of ~~HMH Books~~Amazon’s reset of its inventory levels and ~~Media,~~rightsizing of its warehouse footprint, the negative impacts of foreign currency fluctuations at the News Media and Subscription Video Services segments and the decrease at the Digital Real Estate Services segment ~~primarily due to~~driven by the negative impact of foreign currency fluctuations, lower real estate revenues at Move and lower financial services revenue at REA Group. These decreases were partially offset by higher ~~advertising and~~

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~~circulation and subscription~~ revenues ~~and~~ at the Dow Jones segment primarily due to ~~higher advertising revenues, higher circulation~~the acquisitions of OPIS and ~~subscription revenues and the acquisition of IBD.~~CMA. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of ~~$63~~$324 million, or 1%6%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

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The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S. dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

Operating expenses— Operating expenses increased ~~$81~~$15 million, or 7%1%, and ~~$161~~$44 million, or 7%2%, for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022.

The increase in operating expenses for the three months ended December 31, ~~2021~~2022 was primarily driven by higher expenses at the ~~Book Publishing~~Dow Jones segment due to the ~~acquisition of HMH Books~~impact from recent acquisitions and higher employee costs and at the News Media segment due to higher costs ~~related to increased sales volumes~~for TalkTV and other digital investments, primarily at News Corp Australia, and the ~~mix~~$21 million impact of ~~titles~~higher pricing on newsprint costs, partially offset by the positive impact of foreign currency fluctuations and ~~increased~~cost savings initiatives. The increases were partially offset by lower operating expenses at the Subscription Video Services segment due to the positive impact of foreign currency fluctuations, partially offset by higher sports and entertainment programming rights costs, and at the Book Publishing segment primarily due to the positive impact of foreign currency fluctuations, as higher manufacturing, freight and ~~freight~~distribution costs ~~exacerbated~~were largely offset by ~~supply chain pressures.~~the impact of lower sales volumes. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense ~~increase~~decrease of $3$84 million, or 7%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

The increase in operating expenses for the six months ended December 31, ~~2021~~2022 was primarily driven by higher expenses at the ~~Book Publishing~~Dow Jones segment due to the ~~acquisition of HMH Books~~impact from recent acquisitions and ~~Media,~~ higher employee costs ~~related to increased sales volumes~~ and ~~the mix of titles and increased manufacturing and freight costs exacerbated by supply chain pressures,~~ at the News Media segment ~~driven~~primarily due to higher costs for TalkTV and other digital investments, primarily at News Corp Australia, and the $41 million impact of higher pricing on newsprint costs, partially offset by the ~~$15 million negative~~positive impact of foreign currency fluctuations and ~~at the Digital Real Estate Services segment due to higher employee costs at Move.~~cost savings initiatives. The Company has generally observed an increasingly competitive labor market which has led to higher compensation and hiring costs for attracting and retaining highly qualified employees across its businesses and is expected to impact the Company’s cost base in the near term. The increased expensesincreases were partially offset by lower operating expenses at the Subscription Video Services ~~segment, primarily due to~~and Book Publishing segments driven by the ~~absence~~positive impacts of ~~$56 million~~foreign currency fluctuations and the impact of ~~additional sports programming rights and production costs recognized in~~lower sales volumes at the ~~prior year that~~Book Publishing segment. Those positive impacts were ~~deferred from fiscal 2020 due to the coronavirus pandemic (“COVID-19”), which was~~ partially offset by ~~increased~~higher sports and entertainment programming rights costs ~~due to~~at the ~~timing of noncomparable events in~~Subscription Video Services segment and higher manufacturing, freight and distribution costs at the ~~current year.~~Book Publishing segment. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense ~~increase~~decrease of ~~$30~~$158 million, or 1%6%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

Selling, general and administrative— Selling, general and administrative ~~increased $133~~decreased $34 million, or ~~18%~~4%, and ~~$296~~$27 million, or ~~21%~~2%, for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022.

The ~~increase~~decrease in selling, general and administrative for the three months ended December 31, ~~2021~~2022 was ~~primarily~~ driven by ~~increased~~lower expenses at the Digital Real Estate Services, Subscription Video Services, News Media and Book Publishing segments, primarily driven by the positive impacts of foreign currency fluctuations, partially offset by increased expenses at the Other segment due to higher equity-based compensation costs largely related to stock price performance and $6 million of one-time costs related to the ~~acquisitions of Mortgage Choice~~professional fees incurred by the Special Committee and ~~Elara (which was rebranded to REA India), higher employee costs~~the Company in connection with evaluating the proposal from the Murdoch Family Trust and at ~~both Move and REA Group and increased marketing expense at Move. The increase was also driven by~~ the Dow Jones segment due to the ~~acquisition~~impact of ~~IBD~~recent acquisitions and higher professional services fees, by increased marketing and technology costs at the Subscription Video Services segment, by higher costs at the News Media segment due to increased revenues and by the acquisition of HMH Books and Media.employee costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative ~~increase~~decrease of $2$57 million, or 7%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

The ~~increase~~decrease in selling, general and administrative for the six months ended December 31, ~~2021~~2022 was ~~primarily~~ driven by ~~increased~~lower expenses at the Book Publishing segment due to lower employee costs and the positive impact of foreign currency fluctuations, and at the Subscription Video Services, News Media and Digital Real Estate Services ~~segment~~segments, primarily due to the ~~acquisitions~~positive impacts of ~~Mortgage Choice and REA India,~~foreign currency fluctuations, partially offset by higher ~~employee costs~~expenses at ~~both Move and REA Group and increased marketing expense at Move. The increase was also driven by~~ the Dow Jones segment due to the ~~acquisition~~impact of ~~IBD,~~recent acquisitions and higher ~~professional services fees and increased~~ employee costs ~~by higher costs~~and at the ~~News Media~~Other segment due to higher equity-based compensation costs largely related to stock price performance and $6 million of one-time costs related to the ~~adverse $10 million impact of foreign currency fluctuations and increased revenues, by increased marketing and technology costs at the Subscription Video Services segment and~~professional fees incurred by the ~~acquisition of HMH Books~~Special Committee and ~~Media.~~the Company in connection with evaluating the proposal from the Murdoch Family Trust. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative ~~increase~~decrease of ~~$21~~$113 million, or 1%7%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

Depreciation and amortization— Depreciation and amortization expense increased $1$6 million, or 1%4%, and $2$20 million, or 1%6%, for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022, primarily driven by higher amortization expense resulting from the Company’s recent acquisitions. The impact of foreign

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~~The impact of foreign~~ currency fluctuations of the U.S. dollar against local currencies resulted in a depreciation and amortization expense ~~increase~~decrease of ~~nil and $3~~$12 million, or 1%7%, and $21 million, or 6%, for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022.

Impairment and restructuring charges— During the three and six months ended December 31, 2022, the Company recorded restructuring charges of $19 million and $40 million, respectively. During the three and six months ended December 31, 2021, the Company recorded restructuring charges of $23 million and $45 ~~million, respectively. During the three and six months ended December 31, 2020, the Company recorded restructuring charges of $23 million and $63~~ million, respectively. See Note 4—Restructuring Programs in the accompanying Consolidated Financial Statements.

Equity losses of affiliates— Equity losses of affiliates increased by $3$23 million and $2$27 million for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022, primarily due to losses from an investment in a newly launched Australian sports wagering venture. See Note 5—Investments in the accompanying Consolidated Financial Statements.

Interest expense, net— Interest expense, net increased by $9$5 million and ~~$23~~$10 million for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021,~~2022, primarily driven by the issuance of ~~$1 billion~~$500 million of senior notes due 2032 in the ~~fourth~~third quarter of fiscal ~~2021~~2022 (the ~~“2021~~“2022 Senior Notes”). and the incurrence of $500 million in loans under a new 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”) in March 2022. See Note 6—Borrowings in the accompanying Consolidated Financial Statements.

Other, net— Other, net improved by $1 million, or 14%, and decreased by ~~$61 million and increased by $59~~$154 million for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022. The decline in the six month period was primarily due to the absence of REA Group’s gain on disposition of its entities in Malaysia and Thailand recognized in the first quarter of fiscal 2022. See Note 13—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense— For the three months ended December 31, 2022, the Company recorded income tax expense of $61 million on pre-tax income of $155 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the six months ended December 31, 2022, the Company recorded income tax expense of $96 million on pre-tax income of $256 million, resulting in an effective tax rate that is higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.

For the three months ended December 31, 2020, the Company recorded income tax expense of $85 million on pre-tax income of $346 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.

Net income—Net income for the three and six months ended December 31, ~~2021~~2022 was ~~$262~~$94 million and ~~$529~~$160 million, respectively, compared to net income of ~~$261~~$262 million and ~~$308~~$529 million for the corresponding periods of fiscal ~~2021.~~2022.

Net income for the three months ended December 31, ~~2021 increased~~2022 decreased by $1$168 million, or 64%, as compared to the corresponding period of fiscal ~~2021,~~2022, primarily driven by ~~higher Total Segment EBITDA, largely offset by~~ lower ~~Other, net, higher tax expense and higher interest expense.~~

~~Net income for the six months ended December 31, 2021 increased by $221 million as compared to the corresponding period of fiscal 2021, primarily driven by higher~~ Total Segment EBITDA and higher ~~Other, net,~~losses from equity affiliates, partially offset by ~~higher~~lower income tax ~~expense and higher interest~~ expense.

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Net income for the six months ended December 31, 2022 decreased by $369 million, or 70%, as compared to the corresponding period of fiscal 2022, primarily driven by lower Total Segment EBITDA and Other, net and higher losses from equity affiliates, partially offset by lower income tax expense.

Net income attributable to noncontrolling interests—Net income attributable to noncontrolling interests was flat and decreased by $3$45 million, or ~~10%~~46%, ~~and increased by $55 million~~ for the three and six months ended December 31, ~~2021,~~2022, respectively, as compared to the corresponding periods of fiscal ~~2021.~~2022. The ~~increase for~~decrease in the six ~~months ended December 31, 2021~~month period was primarily driven by ~~increased~~lower earnings at REA Group ~~which included~~due to the absence of the $107 million gain from the disposition of its entities in Malaysia and ~~Thailand.~~Thailand recognized in the first quarter of fiscal 2022.

Segment Analysis

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. The Company believes that the presentation of Total Segment EBITDA provides useful information regarding the Company’s operations and other factors that affect the Company’s reported results. Specifically, the Company believes that by excluding certain one-time or non-cash items such as impairment and restructuring charges and depreciation and amortization, as well as potential distortions between periods caused by factors such as financing and capital structures and changes in tax positions or regimes, the Company provides users of its consolidated financial statements with insight into both its core operations as well as the factors that affect reported results between periods but which the Company believes are not representative of its core business. As a result, users of the Company’s consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods.

The following table reconciles Net income to Total Segment EBITDA for the three and six months ended December 31, ~~2021~~2022 and ~~2020:~~2021:


		For the three months ended December 31,				For the six months ended December 31,					For the three months ended December 31,				For the six months ended December 31,
		2021		2020		2021		2020			2022		2021		2022		2021
(in millions)	(in millions)									(in millions)
Net income	Net income	$	262	$	261	$	529	$	308	Net income	$	94	$	262	$	160	$	529
Add:	Add:									Add:
Income tax expense	Income tax expense	99		85		170		110		Income tax expense	61		99		96		170
Other, net	Other, net	7		(54)		(130)		(71)		Other, net	6		7		24		(130)
Interest expense, net	Interest expense, net	21		12		43		20		Interest expense, net	26		21		53		43
Equity losses of affiliates	Equity losses of affiliates	6		3		6		4		Equity losses of affiliates	29		6		33		6
Impairment and restructuring charges	Impairment and restructuring charges	23		23		45		63		Impairment and restructuring charges	19		23		40		45
Depreciation and amortization	Depreciation and amortization	168		167		333		331		Depreciation and amortization	174		168		353		333
Total Segment EBITDA	Total Segment EBITDA	$	586	$	497	$	996	$	765	Total Segment EBITDA	$	409	$	586	$	759	$	996

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The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and six months ended December 31, ~~2021~~2022 and ~~2020:~~2021:


	For the three months ended December 31,
	2022				2021
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Digital Real Estate Services	$	386	$	128	$	456	$	178
Subscription Video Services	462		90		498		86
Dow Jones	563		139		508		144
Book Publishing	531		51		617		107
News Media	579		59		638		111
Other	—		(58)		—		(40)
Total	$	2,521	$	409	$	2,717	$	586

For the three months ended December 31,
2021 2020
(in millions) Revenues Segment
EBITDA Revenues Segment
EBITDA
Digital Real Estate Services $ 456 $ 178 $ 339 $ 142
Subscription Video Services 498 86 511 124
Dow Jones 508 144 446 109
Book Publishing 617 107 544 104
News Media 638 111 573 66
Other — (40) 1 (48)
Total $ 2,717 $ 586 $ 2,414 $ 497
For the six months ended December 31,
2021 2020
(in millions) Revenues Segment
EBITDA Revenues Segment
EBITDA
Digital Real Estate Services $ 882 $ 316 $ 629 $ 261
Subscription Video Services 1,008 200 1,007 202
Dow Jones 952 239 832 181
Book Publishing 1,163 192 1,002 175
News Media 1,214 145 1,060 44
Other — (96) 1 (98)
Total $ 5,219 $ 996 $ 4,531 $ 765


	For the six months ended December 31,
	2022				2021
(in millions)	Revenues		Segment EBITDA		Revenues		Segment EBITDA
Digital Real Estate Services	$	807	$	247	$	882	$	316
Subscription Video Services	964		201		1,008		200
Dow Jones	1,078		252		952		239
Book Publishing	1,018		90		1,163		192
News Media	1,132		77		1,214		145
Other	—		(108)		—		(96)
Total	$	4,999	$	759	$	5,219	$	996

Digital Real Estate Services ~~(17%~~(16% and ~~14%~~17% of the Company’s consolidated revenues in the six months ended December 31, ~~2021~~2022 and ~~2020,~~2021, respectively)


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Circulation and subscription	Circulation and subscription	$	3	$	8	$	(5)	(63)	%	$	6	$	16	$	(10)	(63)	%	Circulation and subscription	$	3	$	3	$	—	—	%	$	6	$	6	$	—	—	%
Advertising	Advertising	33		30		3		10	%	66		58		8		14	%	Advertising	33		33		—		—	%	68		66		2		3	%
Real estate	Real estate	352		281		71		25	%	672		516		156		30	%	Real estate	301		352		(51)		(14)	%	624		672		(48)		(7)	%
Other	Other	68		20		48		**		138		39		99		**		Other	49		68		(19)		(28)	%	109		138		(29)		(21)	%
Total Revenues	Total Revenues	456		339		117		35	%	882		629		253		40	%	Total Revenues	386		456		(70)		(15)	%	807		882		(75)		(9)	%
Operating expenses	Operating expenses	(51)		(45)		(6)		(13)	%	(107)		(88)		(19)		(22)	%	Operating expenses	(51)		(51)		—		—	%	(108)		(107)		(1)		(1)	%
Selling, general and administrative	Selling, general and administrative	(227)		(152)		(75)		(49)	%	(459)		(280)		(179)		(64)	%	Selling, general and administrative	(207)		(227)		20		9	%	(452)		(459)		7		2	%
Segment EBITDA	Segment EBITDA	$	178	$	142	$	36	25	%	$	316	$	261	$	55	21	%	Segment EBITDA	$	128	$	178	$	(50)	(28)	%	$	247	$	316	$	(69)	(22)	%
** not meaningful

For the three months ended December 31, ~~2021,~~2022, revenues at the Digital Real Estate Services segment ~~increased $117~~decreased $70 million, or ~~35%~~15%, as compared to the corresponding period of fiscal ~~2021.~~2022. At REA Group, revenues ~~increased $103~~decreased $47 million, or ~~56%~~16%, to ~~$287~~$240 million for the three months ended December 31, ~~2021~~2022 from ~~$184~~$287 million in the corresponding period of fiscal ~~2021,~~2022, primarily due to the ~~$41~~$26 million ~~contribution from the acquisition~~negative impact of ~~Mortgage Choice in the fourth quarter of fiscal 2021, an increase in Australian residential depth~~foreign currency fluctuations, lower financial services revenue driven by lower settlements and lower Australian residential revenues due to a decrease in national listings. The decreases were partially offset by price increases, increased depth penetration for Australian residential and ~~strong national listings~~commercial products, increased penetration of Premiere Plus and ~~the $10 million impact from the acquisition of~~higher revenues at REA India. Revenues at Move ~~increased $14~~decreased $23 million, or 9%14%, to ~~$169~~$146 million for the three months ended December 31, ~~2021~~2022 from ~~$155~~$169 million in the corresponding period of fiscal ~~2021,~~2022, primarily driven by the impact of the macroeconomic environment on the housing market, including higher ~~real estate revenues.~~interest rates. The market downturn resulted in lower lead volumes, which decreased 37%, and lower transaction volumes. Revenues from the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product benefited from higher contribution from Market VIP, a hybrid product offering, and increased yield. The referral model benefited from higher average home values and referral fees, partially offset by lower transaction volume, and generated approximately 32% of total Move revenues. These increases were partially offsetdecreased due to these factors.

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~~by the $4 million impact~~Revenues from the ~~sale~~referral model generated approximately 27% of ~~Top Producer in the third quarter of fiscal 2021. Lead volumes declined 9%~~total Move revenues for the three months ended December 31, ~~2021~~2022 as compared to approximately 32% for the corresponding period of fiscal ~~2021.~~2022.

For the three months ended December 31, ~~2021,~~2022, Segment EBITDA at the Digital Real Estate Services segment ~~increased $36~~decreased $50 million, or ~~25%~~28%, as compared to the corresponding period of fiscal ~~2021, primarily driven by the $37 million higher contribution from REA Group~~2022, mainly driven by the ~~higher~~lower revenues discussed above and the $13 million, or 7%, negative impact of foreign currency fluctuations, partially offset by ~~higher employee costs~~lower broker commissions at ~~both Move and~~ REA ~~Group, $6 million of higher marketing costs at Move and the $3 million negative impact from the acquisition of REA India.~~Group.

For the six months ended December 31, ~~2021,~~2022, revenues at the Digital Real Estate Services segment ~~increased $253~~decreased $75 million, or ~~40%~~9%, as compared to the corresponding period of fiscal ~~2021.~~2022. Revenues at REA Group ~~increased $197~~decreased $41 million, or ~~59%~~8%, to ~~$533~~$492 million for the six months ended December 31, ~~2021~~2022 from ~~$336~~$533 million in the corresponding period of fiscal ~~2021, primarily~~2022 due to the ~~$84~~$46 million contribution from the acquisition of Mortgage Choice in the fourth quarter of fiscal 2021, an increase in Australian residential depth revenue driven by higher national listings and price increases, an $18 million increase from the acquisition of REA India in the second quarter of fiscal 2021 and the $7 million positivenegative impact of foreign currency fluctuations. Higher revenues due to price increases, increased depth penetration for Australian residential and commercial products and increased penetration of Premiere Plus and higher revenues at REA India were partially offset by the impact of lower national listings on residential products and a decrease in financial services revenue driven by lower settlements. Revenues at Move ~~increased $56~~decreased $34 million, or ~~19%~~10%, to ~~$349~~$315 million for the six months ended December 31, ~~2021~~2022 from ~~$293~~$349 million in the corresponding period of fiscal ~~2021,~~2022, primarily driven by the impact of the macroeconomic environment on the housing market, including higher ~~real estate revenues.~~interest rates. The market downturn resulted in lower lead volumes, which decreased 34%, and lower transaction volumes. Revenues from the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product ~~benefited~~decreased due to these factors. Revenues from ~~increased yield. The~~the referral model ~~benefited from higher average home values and transaction volume and~~ generated approximately ~~32%~~29% of total Move ~~revenues. These increases were partially offset by the $9 million impact from the sale of Top Producer in the third quarter of fiscal 2021. Lead volumes declined 14%~~revenues for the six months ended December 31, ~~2021~~2022 as compared to approximately 32% in the corresponding period of fiscal ~~2021.~~2022.

For the six months ended December 31, ~~2021,~~2022, Segment EBITDA at the Digital Real Estate Services segment ~~increased $55~~decreased $69 million, or ~~21%~~22%, as compared to the corresponding period of fiscal ~~2021. The increase was~~2022, primarily ~~driven by~~due to the ~~$62 million higher contribution from REA Group, including a $3 million contribution from the acquisition of Mortgage Choice, mainly driven by the higher~~lower revenues discussed above, ~~and~~ the $3$22 million, ~~positive~~or 7%, negative impact of foreign currency fluctuations ~~partially offset by~~and higher employee and marketing costs related to strategic investments at both Move and REA Group, ~~$25 million of higher marketing costs~~partially offset by lower broker commissions at ~~Move and the $9 million negative impact from the acquisition of~~ REA ~~India.~~Group.

Subscription Video Services (19% ~~and 22%~~ of the Company’s consolidated revenues in both the six months ended December 31, ~~2021~~2022 and ~~2020, respectively)~~2021)


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Circulation and subscription	Circulation and subscription	$	433	$	446	$	(13)	(3)	%	$	873	$	883	$	(10)	(1)	%	Circulation and subscription	$	405	$	433	$	(28)	(6)	%	$	830	$	873	$	(43)	(5)	%
Advertising	Advertising	55		55		—		—	%	114		105		9		9	%	Advertising	47		55		(8)		(15)	%	111		114		(3)		(3)	%
Other	Other	10		10		—		—	%	21		19		2		11	%	Other	10		10		—		—	%	23		21		2		10	%
Total Revenues	Total Revenues	498		511		(13)		(3)	%	1,008		1,007		1		—	%	Total Revenues	462		498		(36)		(7)	%	964		1,008		(44)		(4)	%
Operating expenses	Operating expenses	(312)		(305)		(7)		(2)	%	(621)		(638)		17		3	%	Operating expenses	(292)		(312)		20		6	%	(598)		(621)		23		4	%
Selling, general and administrative	Selling, general and administrative	(100)		(82)		(18)		(22)	%	(187)		(167)		(20)		(12)	%	Selling, general and administrative	(80)		(100)		20		20	%	(165)		(187)		22		12	%
Segment EBITDA	Segment EBITDA	$	86	$	124	$	(38)	(31)	%	$	200	$	202	$	(2)	(1)	%	Segment EBITDA	$	90	$	86	$	4	5	%	$	201	$	200	$	1	1	%

For the three months ended December 31, ~~2021,~~2022, revenues at the Subscription Video Services segment decreased ~~$13~~$36 million, or 3%7%, as compared to the corresponding period of fiscal ~~2021,~~2022 due to the negative impact of foreign currency fluctuations. The $32 million increase in streaming revenues, primarily due to increased volume and pricing at Kayo and BINGE, and the $9 million increase in commercial subscription revenues due to the absence of COVID-19 related restrictions imposed in fiscal 2022 more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers and the $4 million decline in commercial subscription revenues due to recent COVID-19 related restrictions within certain states in Australia, partially offset by the $23 million increase in streaming revenues, primarily from Kayo and ~~BINGE~~.lower advertising revenues. Foxtel Group streaming subscription revenues represented approximately ~~19%~~26% of total circulation and subscription revenues for ~~three months ended December 31, 2021.~~

~~For~~ the three months ended December 31, ~~2021, Segment EBITDA decreased $38 million, or 31%,~~2022 as compared to 19% in the corresponding period of fiscal 2021, primarily due to higher investment spending on streaming products, mainly in marketing, higher technology costs and the lower revenues discussed above. Segment EBITDA was also impacted by higher sports programming rights costs due to the timing of noncomparable events, mainly motorsports and cricket, as the $20 million of additional sports programming rights and production costs recognized in the prior year period related to deferrals from the fourth quarter of fiscal 2020 due to COVID-19 were offset by lower costs from renegotiated sports rights.

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For the six months ended December 31, 2021, revenues at the Subscription Video Services segment increased $1 million as compared to the corresponding period of fiscal 2021, as the $52 million increase in streaming revenues, primarily from Kayo and ~~BINGE~~, the positive impact of foreign currency fluctuations and higher advertising revenues were offset by lower residential subscription revenues resulting from fewer residential broadcast subscribers and the $8 million decline in commercial subscription revenues due to recent COVID-19 related restrictions within certain states in Australia. Foxtel Group streaming subscription revenues represented approximately 19% of total circulation and subscription revenues for six months ended December 31, 2021.2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of ~~$16~~$52 million, or 1%10%, for the three months ended December 31, 2022 as compared to the corresponding period of fiscal 2022.

For the three months ended December 31, 2022, Segment EBITDA increased $4 million, or 5%, as compared to the corresponding period of fiscal 2022, including the $10 million, or 11%, negative impact of foreign currency fluctuations. The revenue drivers discussed above and lower transmission and marketing costs were partially offset by higher sports

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programming rights and production costs due to contractual increases and enhanced digital rights and higher entertainment programming rights costs due to the availability of content.

For the six months ended December 31, 2022, revenues at the Subscription Video Services segment decreased $44 million, or 4%, as compared to the corresponding period of fiscal 2022 due to the negative impact of foreign currency fluctuations. The $63 million increase in streaming revenues, primarily due to increased volume and pricing at Kayo and BINGE, and the $23 million increase in commercial subscription revenues due to the absence of COVID-19 related restrictions imposed in fiscal 2022 more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers. Foxtel Group streaming subscription revenues represented approximately 26% of total circulation and subscription revenues for the six months ended December 31, 2022 as compared to 19% in the corresponding period of fiscal 2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $92 million, or 9%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

For the six months ended December 31, ~~2021,~~2022, Segment EBITDA ~~decreased $2~~increased $1 million, or 1%, as compared to the corresponding period of fiscal ~~2021, primarily due to higher investment spending on streaming products, mainly in marketing, higher technology~~2022, including the $19 million, or 9%, negative impact of foreign currency fluctuations. The revenue drivers discussed above and lower transmission costs ~~and higher sports programming rights costs in the current period due to the timing of noncomparable events, mainly motorsports and cricket,~~were partially offset by ~~the absence of $56 million of additional~~higher sports programming rights and production costs ~~recognized in the prior year period that were deferred from the fourth quarter of fiscal 2020~~ due to ~~COVID-19.~~contractual increases, enhanced digital rights and the timing of sporting events, primarily motorsports, and higher entertainment programming rights costs due to the availability of content.

The following tables provide information regarding certain key performance indicators for the Foxtel Group, the primary reporting unit within the Subscription Video Services segment, as of and for the three and six months ended December 31, ~~2021~~2022 and ~~2020~~2021 (see the Company’s ~~2021~~2022 Form 10-K for further detail regarding these performance indicators):

As of December 31,

2021

2020

2022

2021

(in 000's)

Broadcast Subscribers

Residential(a)

1,564

1,783

Residential(a)

1,401

1,564

Commercial(b)

218

Commercial(b)

230

218

Streaming Subscribers (Total (Paid))(c)

Kayo

1,031 (1,013 paid)

648 (624 paid)

Kayo

1,136 (1,126 paid)

1,031 (1,013 paid)

BINGE

1,037 (928 paid)

468 (431 paid)

BINGE

1,439 (1,375 paid)

1,037 (928 paid)

Foxtel Now

219 (211 paid)

265 (258 paid)

Foxtel Now

183 (177 paid)

219 (211 paid)

Total Subscribers (Total (Paid))(d)

4,075 (3,937 paid)

3,382 (3,314 paid)

Total Subscribers (Total (Paid))(d)

4,414 (4,329 paid)

4,075 (3,937 paid)


		For the three months ended December 31,		For the six months ended December 31,			For the three months ended December 31,		For the six months ended December 31,
		2021	2020	2021	2020		2022	2021	2022	2021
Broadcast ARPU(e)	Broadcast ARPU(e)	A$82 (US$60)	A$80 (US$58)	A$82 (US$60)	A$79 (US$57)	Broadcast ARPU(e)	A$83 (US$55)	A$82 (US$60)	A$83 (US$56)	A$82 (US$60)
Broadcast Subscriber Churn(f)	Broadcast Subscriber Churn(f)	13.0%	17.5%	13.5%	16.0%	Broadcast Subscriber Churn(f)	12.9%	13.0%	13.6%	13.5%

(a) Subscribing households throughout Australia as of December 31, ~~2021~~2022 and ~~2020.~~2021.

(b) Commercial subscribers throughout Australia as of December 31, ~~2021~~2022 and ~~2020.~~2021. Commercial subscribers are calculated as residential equivalent business units and are derived by dividing total recurring revenue from these subscribers by an estimated average Broadcast ARPU which is held constant through the year.

(c) Total and Paid subscribers for the applicable streaming service as of December 31, ~~2021~~2022 and ~~2020.~~2021. Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.

(d) Total subscribers consists of ~~Foxtel’s~~Foxtel Group’s broadcast and streaming services listed above and ~~as of December 31, 2021,~~ ~~Flash~~.its news aggregation streaming service.

(e) Average monthly broadcast residential subscription revenue per user (excluding Optus) (Broadcast ARPU) for the three and six months ended December 31, ~~2021~~2022 and ~~2020.~~2021.

(f) Broadcast residential subscriber churn rate (excluding Optus) (Broadcast Subscriber Churn) for the three and six months ended December 31, ~~2021~~2022 and ~~2020.~~2021. Broadcast subscriber churn represents the number of ~~cable and satellite~~ residential subscribers whose service is disconnected, expressed as a percentage of the average total number of ~~cable and satellite~~ residential subscribers, presented on an annual basis.

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Dow Jones (22% and 18% of the Company’s consolidated revenues in ~~both~~ the six months ended December 31, 2022 and 2021, ~~and 2020)~~respectively)


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Circulation and subscription	Circulation and subscription	$	356	$	319	$	37	12	%	$	705	$	630	$	75	12	%	Circulation and subscription	$	417	$	356	$	61	17	%	$	831	$	705	$	126	18	%
Advertising	Advertising	141		115		26		23	%	231		185		46		25	%	Advertising	131		141		(10)		(7)	%	225		231		(6)		(3)	%
Other	Other	11		12		(1)		(8)	%	16		17		(1)		(6)	%	Other	15		11		4		36	%	22		16		6		38	%
Total Revenues	Total Revenues	508		446		62		14	%	952		832		120		14	%	Total Revenues	563		508		55		11	%	1,078		952		126		13	%
Operating expenses	Operating expenses	(196)		(199)		3		2	%	(392)		(384)		(8)		(2)	%	Operating expenses	(240)		(196)		(44)		(22)	%	(470)		(392)		(78)		(20)	%
Selling, general and administrative	Selling, general and administrative	(168)		(138)		(30)		(22)	%	(321)		(267)		(54)		(20)	%	Selling, general and administrative	(184)		(168)		(16)		(10)	%	(356)		(321)		(35)		(11)	%
Segment EBITDA	Segment EBITDA	$	144	$	109	$	35	32	%	$	239	$	181	$	58	32	%	Segment EBITDA	$	139	$	144	$	(5)	(3)	%	$	252	$	239	$	13	5	%

For the three months ended December 31, ~~2021,~~2022, revenues at the Dow Jones segment increased ~~$62~~$55 million, or ~~14%~~11%, as compared to the corresponding period of fiscal ~~2021,~~2022, primarily ~~driven by~~due to higher ~~advertising revenues, the increase in~~ circulation and subscription revenues driven by the $36 million and ~~the~~ $18 million ~~impact~~impacts from the ~~acquisition~~acquisitions of ~~IBD.~~OPIS and CMA in the third and fourth quarters of fiscal 2022, respectively. Digital revenues at the Dow Jones segment represented ~~72%~~76% of total revenues for the three months ended December 31, ~~2021,~~2022, as compared to ~~70%~~72% in the corresponding period of fiscal ~~2021.~~2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $1$6 million, or 1%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

For the six months ended December 31, ~~2021,~~2022, revenues at the Dow Jones segment increased ~~$120~~$126 million, or ~~14%~~13%, as compared to the corresponding period of fiscal ~~2021,~~2022, primarily ~~driven by~~due to higher ~~advertising revenues, the increase in~~ circulation and subscription revenues mainly driven by the $70 million and ~~the $38~~$36 million ~~impact~~impacts from the ~~acquisition~~acquisitions of ~~IBD.~~OPIS and CMA in the third and fourth quarters of fiscal 2022, respectively. Digital revenues at the Dow Jones segment represented ~~73%~~77% of total revenues for the six months ended December 31, ~~2021,~~2022, as compared to ~~71%~~73% in the corresponding period of fiscal ~~2021.~~2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of $1$15 million, or 2%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

Circulation and subscription revenues


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Circulation and subscription revenues:	Circulation and subscription revenues:																	Circulation and subscription revenues:
Circulation and other	Circulation and other	$	228	$	202	$	26	13	%	$	449	$	400	$	49	12	%	Circulation and other	$	231	$	228	$	3	1	%	$	466	$	449	$	17	4	%
Professional information business	Professional information business	128		117		11		9	%	256		230		26		11	%	Professional information business	186		128		58		45	%	365		256		109		43	%
Total circulation and subscription revenues	Total circulation and subscription revenues	$	356	$	319	$	37	12	%	$	705	$	630	$	75	12	%	Total circulation and subscription revenues	$	417	$	356	$	61	17	%	$	831	$	705	$	126	18	%

Circulation and subscription revenues increased ~~$37~~$61 million, or ~~12%~~17%, during the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022. Professional information business revenues increased $58 million, or 45%, primarily driven by the acquisitions of OPIS and CMA and the $7 million increase in Risk & Compliance revenues. Circulation and other revenues increased ~~$26~~$3 million, or ~~13%~~1%, ~~primarily~~ driven by ~~the $16 million impact from the acquisition of IBD in the fourth quarter of fiscal 2021 and~~ growth in digital-only subscriptions, primarily at The Wall Street Journal~~and Barron’s Group.~~, partially offset by print circulation declines. Digital revenues represented ~~67%~~69% of circulation revenue for the three months ended December 31, ~~2021,~~2022, as compared to ~~63%~~67% in the corresponding period of fiscal ~~2021. Professional information business revenues increased $11 million, or 9%, primarily driven by an increase of $8 million in Risk & Compliance revenues.~~2022.

Circulation and subscription revenues increased ~~$75~~$126 million, or ~~12%~~18%, during the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022. Professional information business revenues increased $109 million, or 43%, primarily driven by the acquisitions of OPIS and CMA and the $10 million increase in Risk & Compliance revenues. Circulation and other revenues increased ~~$49~~$17 million, or ~~12%~~4%, ~~primarily~~ driven by ~~the $34 million impact from the acquisition of IBD in the fourth quarter of fiscal 2021 and~~ growth in digital-only subscriptions, primarily at The ~~Wall Street Journal~~ and Barron’s Group. Digital revenues represented 67% of circulation revenue for the six months ended December 31, 2021, as compared to 63% in the corresponding period of fiscal 2021. Professional information business revenues increased $26 million, or 11%, primarily driven by an increase of $19 million in Risk & Compliance revenues.

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Wall Street Journal, partially offset by print circulation declines. Digital revenues represented 68% of circulation revenue for the six months ended December 31, 2022, as compared to 67% in the corresponding period of fiscal 2022.

The following table summarizes average daily consumer subscriptions during the three months ended December 31, ~~2021~~2022 and ~~2020~~2021 for select publications and for all consumer subscription products.(a)

For the three months ended December 31(b),
2021 2020 Change % Change
(in thousands, except %) Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)
2,918 2,462 456 19 %
Total subscriptions 3,618 3,224 394 12 %
Barron’s Group(d)
Digital-only subscriptions(c)
757 599 158 26 %
Total subscriptions 963 809 154 19 %
Total Consumer(e)
Digital-only subscriptions(c)
3,774 3,061 713 23 %
Total subscriptions 4,707 4,033 674 17 %

~~________________________~~


	For the three months ended December 31(b),
	2022	2021	Change	% Change
(in thousands, except %)			Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)	3,167	2,918	249	9	%
Total subscriptions	3,780	3,618	162	4	%
Barron’s Group(d)
Digital-only subscriptions(c)	894	757	137	18	%
Total subscriptions	1,062	963	99	10	%
Total Consumer(e)
Digital-only subscriptions(c)	4,139	3,774	365	10	%
Total subscriptions	4,943	4,707	236	5	%

(a)Based on internal data for the periods from October 3, 2022 through January 1, 2023 and September 27, 2021 through December 26, 2021, ~~and September 28, 2020 through December 27, 2020,~~ respectively, with independent verification procedures ~~over global total sales and subscriptions provided~~performed by PricewaterhouseCoopers LLP UK.

(b)Subscriptions include individual consumer subscriptions, as well as subscriptions purchased by companies, schools, businesses and associations for use by their respective employees, students, customers or members. Subscriptions exclude single-copy sales and copies purchased by hotels, airlines and other businesses for limited distribution or access to customers.

(c)For some publications, including The Wall Street Journal and Barron’s, Dow Jones sells bundled print and digital products. For bundles that provide access to both print and digital products every day of the week, only one unit is reported each day and is designated as a print subscription. For bundled products that provide access to the print product only on specified days and full digital access, one print subscription is reported for each day that a print copy is served and one digital subscription is reported for each remaining day of the week.

(d)Barron’s Group consists of Barron’s, MarketWatch, Financial News and Private Equity News.

(e)Total Consumer consists of The Wall Street Journal, Barron’s Group and ~~for the three months ended December 31, 2021,~~ Investor’s Business Daily.

Advertising revenues

Advertising revenues ~~increased $26~~decreased $10 million, or ~~23%~~7%, during the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021, primarily~~2022, mainly driven by the ~~$14~~$8 million ~~increase~~decrease in print advertising revenues primarily at The Wall Street Journal due to lower advertising spend within the ~~ongoing recovery from COVID-19~~technology and ~~the $12 million increase in digital advertising revenues driven by higher yield.~~finance sectors. Digital advertising represented ~~56%~~59% of advertising revenue for the three months ended December 31, ~~2021,~~2022, as compared to 56% in the corresponding period of fiscal 2022.

Advertising revenues decreased $6 million, or 3%, during the six months ended December 31, 2022 as compared to the corresponding period of fiscal 2022, driven by the $10 million decrease in print advertising revenues primarily at The Wall Street Journal due to lower advertising spend within the technology and finance sectors, partially offset by the $4 million increase in digital advertising revenues due to higher average yields. Digital advertising represented 61% of advertising revenue for the six months ended December 31, 2022, as compared to 58% in the corresponding period of fiscal ~~2021.~~

Advertising revenues increased $46 million, or 25%, during the six months ended December 31, 2021 as compared to the corresponding period of fiscal 2021. Digital advertising revenues increased by $27 million, driven by higher yield, and represented 58% of advertising revenue in both the six months ended December 31, 2021 and 2020. The increase in advertising revenues was also due to the $19 million increase in print advertising revenues driven by the ongoing recovery from COVID-19.2022.

Segment EBITDA

For the three months ended December 31, ~~2021,~~2022, Segment EBITDA at the Dow Jones segment ~~increased $35~~decreased $5 million, or ~~32%~~3%, as compared to the corresponding period of fiscal ~~2021,~~2022, including ~~a $4~~$12 million ~~contribution~~and $6 million contributions from the ~~acquisition~~acquisitions of ~~IBD,~~OPIS and CMA, respectively, primarily due to ~~the increase in revenues discussed above,~~increased employee and marketing costs, partially offset by ~~higher professional services fees.~~the increased revenues discussed above.

For the six months ended December 31, ~~2021,~~2022, Segment EBITDA at the Dow Jones segment increased ~~$58~~$13 million, or ~~32%~~5%, as compared to the corresponding period of fiscal ~~2021,~~2022, including ~~a $10~~$24 million ~~contribution~~and $13 million contributions from the ~~acquisition of IBD, primarily due to the increase in revenues discussed above, partially offset by higher professional services fees and increased employee costs.~~acquisitions

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of OPIS and CMA, respectively, primarily due to the increase in revenues discussed above, partially offset by increased employee and marketing costs.

Book Publishing ~~(22%~~(20% and 22% of the Company’s consolidated revenues in ~~both~~ the six months ended December 31, 2022 and 2021, ~~and 2020)~~respectively)


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Consumer	Consumer	$	594	$	523	$	71	14	%	$	1,118	$	964	$	154	16	%	Consumer	$	512	$	594	$	(82)	(14)	%	$	979	$	1,118	$	(139)	(12)	%
Other	Other	23		21		2		10	%	45		38		7		18	%	Other	19		23		(4)		(17)	%	39		45		(6)		(13)	%
Total Revenues	Total Revenues	617		544		73		13	%	1,163		1,002		161		16	%	Total Revenues	531		617		(86)		(14)	%	1,018		1,163		(145)		(12)	%
Operating expenses	Operating expenses	(411)		(347)		(64)		(18)	%	(778)		(651)		(127)		(20)	%	Operating expenses	(392)		(411)		19		5	%	(758)		(778)		20		3	%
Selling, general and administrative	Selling, general and administrative	(99)		(93)		(6)		(6)	%	(193)		(176)		(17)		(10)	%	Selling, general and administrative	(88)		(99)		11		11	%	(170)		(193)		23		12	%
Segment EBITDA	Segment EBITDA	$	107	$	104	$	3	3	%	$	192	$	175	$	17	10	%	Segment EBITDA	$	51	$	107	$	(56)	(52)	%	$	90	$	192	$	(102)	(53)	%

For the three months ended December 31, ~~2021,~~2022, revenues at the Book Publishing segment ~~increased $73~~decreased $86 million, or ~~13%~~14%, as compared to the corresponding period of fiscal ~~2021, primarily~~2022, driven by ~~the $50 million contribution from the acquisition of HMH Books~~lower print and ~~Media~~digital book sales primarily in the ~~fourth quarter~~U.S. market due to slowing consumer demand industry-wide, difficult frontlist comparisons, the negative impact of ~~fiscal 2021~~foreign currency fluctuations and ~~higher revenues~~some logistical constraints at Amazon. Softness in consumer demand is expected to continue in the ~~General Books category, which benefited from the releases of~~ ~~Twelve and a Half~~ ~~by Gary Vaynerchuk,~~ ~~The Pioneer Woman Cooks: Super Easy!~~ ~~by Ree Drummond and~~ ~~The Storyteller~~ by Dave Grohl. The increase was also driven by increased book sales in the U.K. and increased Christian Publishing sales driven by the ongoing recovery of certain distribution channels from COVID-19, partially offset by lower Children’s Group sales.near-term. Digital sales ~~increased~~decreased by 8%7% as compared to the corresponding period of fiscal ~~2021 due to growth in downloadable audiobooks.~~2022 driven by lower e-book sales. Digital sales represented approximately ~~17%~~19% of consumer revenues, as compared to 17% in the corresponding period of fiscal 2022, and backlist sales represented approximately 57% of total revenues during the three months ended December 31, ~~2021.~~2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of $1$22 million, or 4%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

For the three months ended December 31, ~~2021,~~2022, Segment EBITDA at the Book Publishing segment ~~increased $3~~decreased $56 million, or 3%52%, as compared to the corresponding period of fiscal ~~2021, including a $10 million contribution from the acquisition of HMH Books and Media,~~2022, primarily due to the ~~higher~~lower revenues discussed above and higher manufacturing, freight and distribution costs related to ongoing supply chain, inventory and inflationary pressures, partially offset by ~~higher~~lower costs ~~related~~due to ~~increased~~lower sales volumes and ~~the mix of titles and increased manufacturing and freight costs exacerbated by~~lower employee costs. These supply chain, ~~pressures. These supply chain~~inventory and inflationary pressures are expected to continue to impact the business in the near term. To mitigate these pressures, the Company has implemented price increases, will reduce headcount and continue to evaluate its cost base.

For the six months ended December 31, ~~2021,~~2022, revenues at the Book Publishing segment ~~increased $161~~decreased $145 million, or ~~16%~~12%, as compared to the corresponding period of fiscal ~~2021,~~2022, primarily driven by ~~the $100 million contribution from the acquisition of HMH Books~~lower print and ~~Media~~digital book sales primarily in the ~~fourth quarter~~U.S. market due to slowing consumer demand industry-wide, difficult frontlist comparisons, Amazon’s reset of ~~fiscal 2021, higher revenues in the General Books category,~~its inventory levels and rightsizing of its warehouse footprint, which ~~benefited from the releases of~~ ~~Twelve and a Half~~ ~~by Gary Vaynerchuk,~~ ~~The Pioneer Woman Cooks: Super Easy!~~ ~~by Ree Drummond and~~ ~~The Storyteller~~ ~~by Dave Grohl, increased~~negatively impacted print book sales, inand the ~~U.K. and increased Christian Publishing sales driven by the ongoing recovery~~negative impact of ~~certain distribution channels from COVID-19.~~foreign currency fluctuations. Digital sales ~~increased~~decreased by 6%3% as compared to the corresponding period of fiscal ~~2021~~2022 due to lower e-book sales, partially offset by growth in ~~both~~ downloadable ~~audiobooks and e-books.~~audiobooks. Digital sales represented approximately ~~19%~~21% of consumer revenues, as compared to 19% in the corresponding period of fiscal 2022, and backlist sales represented approximately 61% of total revenues during the six months ended December 31, ~~2021.~~2022. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of $8$44 million, or 1%3%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

For the six months ended December 31, ~~2021,~~2022, Segment EBITDA at the Book Publishing segment ~~increased $17~~decreased $102 million, or ~~10%~~53%, as compared to the corresponding period of fiscal ~~2021, including a $16 million contribution from the acquisition of HMH Books and Media,~~2022, primarily due to the ~~higher~~lower revenues discussed above and higher manufacturing, freight and distribution costs related to ongoing supply chain, inventory and inflationary pressures, partially offset by ~~higher~~lower costs ~~related~~due to ~~increased~~lower sales volumes and ~~the mix of titles and increased manufacturing and freight costs exacerbated by supply chain pressures.~~lower employee costs.

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News Media ~~(24%~~(23% and 24% of the Company’s consolidated revenues in ~~both~~ the six months ended December 31, 2022 and 2021, ~~and 2020)~~respectively)


		For the three months ended December 31,								For the six months ended December 31,									For the three months ended December 31,								For the six months ended December 31,
		2021		2020		Change		% Change		2021		2020		Change		% Change			2022		2021		Change		% Change		2022		2021		Change		% Change
(in millions, except %)	(in millions, except %)					Better/(Worse)								Better/(Worse)				(in millions, except %)					Better/(Worse)								Better/(Worse)
Revenues:	Revenues:																	Revenues:
Circulation and subscription	Circulation and subscription	$	280	$	257	$	23	9	%	$	565	$	503	$	62	12	%	Circulation and subscription	$	260	$	280	$	(20)	(7)	%	$	529	$	565	$	(36)	(6)	%
Advertising	Advertising	290		248		42		17	%	513		432		81		19	%	Advertising	253		290		(37)		(13)	%	466		513		(47)		(9)	%
Other	Other	68		68		—		—	%	136		125		11		9	%	Other	66		68		(2)		(3)	%	137		136		1		1	%
Total Revenues	Total Revenues	638		573		65		11	%	1,214		1,060		154		15	%	Total Revenues	579		638		(59)		(9)	%	1,132		1,214		(82)		(7)	%
Operating expenses	Operating expenses	(309)		(302)		(7)		(2)	%	(625)		(601)		(24)		(4)	%	Operating expenses	(319)		(309)		(10)		(3)	%	(633)		(625)		(8)		(1)	%
Selling, general and administrative	Selling, general and administrative	(218)		(205)		(13)		(6)	%	(444)		(415)		(29)		(7)	%	Selling, general and administrative	(201)		(218)		17		8	%	(422)		(444)		22		5	%
Segment EBITDA	Segment EBITDA	$	111	$	66	$	45	68	%	$	145	$	44	$	101	**		Segment EBITDA	$	59	$	111	$	(52)	(47)	%	$	77	$	145	$	(68)	(47)	%
** not meaningful

Revenues at the News Media segment ~~increased $65~~decreased $59 million, or ~~11%~~9%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022. Advertising revenues ~~increased $42~~decreased $37 million as compared to the corresponding period of fiscal ~~2021,~~2022, primarily driven by the $27 million negative impact of foreign currency fluctuations and lower print advertising revenues, partially offset by digital advertising growth ~~across key mastheads and print advertising growth, primarily~~ at News ~~UK.~~UK, mainly at The Sun, and Wireless Group. Circulation and subscription revenues ~~increased $23~~decreased $20 million as compared to the corresponding period of fiscal ~~2021,~~2022, primarily driven by the $31 million negative impact of foreign currency fluctuations, as the decline in print volumes was more than offset by cover price increases and digital subscriber growth across key mastheads. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $65 million, or 10%, for the three months ended December 31, 2022 as compared to the corresponding period of fiscal 2022.

Segment EBITDA at the News Media segment decreased by $52 million, or 47%, for the three months ended December 31, 2022 as compared to the corresponding period of fiscal 2022, including the $5 million, or 5%, negative impact of foreign currency fluctuations, primarily due to the lower revenues discussed above, approximately $22 million of higher ~~content licensing revenues, mainly~~costs related to TalkTV and other digital investments, primarily at News Corp Australia, the $21 million impact of higher pricing on newsprint costs and higher employee and marketing costs, partially offset by cost savings initiatives. Newsprint, production and distribution costs are expected to be higher in fiscal 2023 than the prior year due to supply chain and inflationary pressures, partially offset by the Company’s continued transition to digital products.

Revenues at the News Media segment decreased $82 million, or 7%, for the six months ended December 31, 2022 as compared to the corresponding period of fiscal 2022. Advertising revenues decreased $47 million as compared to the corresponding period of fiscal 2022, driven by the $49 million negative impact of foreign currency fluctuations. Digital advertising growth, primarily at News UK and Wireless Group, and print advertising growth at News Corp Australia were largely offset by the decline in print advertising at News UK. Circulation and subscription revenues decreased $36 million as compared to the corresponding period of fiscal 2022, driven by the $63 million negative impact of foreign currency fluctuations, as cover price increases, digital subscriber growth across key mastheads and ~~cover price increases,~~higher content licensing revenues, primarily at News Corp Australia, were partially offset by print volume declines. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of $6$127 million, or 1%11%, for the six months ended December 31, 2022 as compared to the corresponding period of fiscal 2022.

Segment EBITDA at the News Media segment decreased by $68 million, or 47%, for the six months ended December 31, 2022 as compared to the corresponding period of fiscal 2022, including the $7 million, or 5%, negative impact of foreign currency fluctuations, primarily due to the lower revenues discussed above, approximately $50 million of higher costs related to TalkTV and other digital investments, primarily at News Corp Australia, the $41 million impact of higher pricing on newsprint costs and higher employee and marketing costs, partially offset by cost savings initiatives.

News Corp Australia

Revenues were $252 million for the three months ended December 31, 2022, a decrease of $36 million, or 13%, compared to revenues of $288 million in the corresponding period of fiscal 2022. Advertising revenues decreased $18 million driven by the $12 million negative impact of foreign currency fluctuations and lower print and digital advertising. Circulation and subscription revenues decreased $10 million due to the $11 million negative impact of foreign currency fluctuations and print volume declines, partially offset by cover price increases and digital subscriber growth. The impact of foreign currency

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fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $26 million, or 10%, for the three months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~

Segment EBITDA at the News Media segment improved by $45 million, or 68%, for the three months ended December 31, 2021 as compared to the corresponding period of fiscal 2021, primarily due to higher contributions from News Corp Australia of $35 million and News UK of $6 million mainly driven by the higher revenues described above, as well as increased contributions from the ~~New York Post~~ ~~and Wireless Group, partially offset by costs associated with News UK’s TV project.~~2022.

Revenues ~~at the News Media segment increased $154~~were $507 million ~~or 15%,~~ for the six months ended December 31, ~~2021 as~~2022, a decrease of $34 million, or 6%, compared to revenues of $541 million in the corresponding period of fiscal ~~2021. Advertising~~2022. Circulation and subscription revenues ~~increased $81~~decreased $16 million ~~as compared~~due to the ~~corresponding period of fiscal 2021, driven by digital advertising growth across key mastheads, print advertising growth at News UK, the $11~~$20 million ~~positive~~negative impact of foreign currency fluctuations and ~~higher revenues at Wireless Group. Circulation~~print volume declines, partially offset by cover price increases, digital subscriber growth and ~~subscription revenues increased $62 million as compared to the corresponding period of fiscal 2021, driven by~~ higher content licensing revenues. Advertising revenues ~~primarily at News Corp Australia, digital subscriber growth across key mastheads,~~decreased $15 million due to the ~~$16~~$20 million ~~positive~~negative impact of foreign currency fluctuations, ~~and cover price increases,~~ partially offset by higher print ~~volume declines. Other~~advertising revenues, ~~for~~as the ~~six months ended December 31, 2021 increased $11 million as compared to the corresponding period~~first quarter of fiscal ~~2021, primarily driven~~2022 was impacted by ~~increased revenues at News Corp Australia, partially offset by lower revenues at News UK.~~COVID-19 related restrictions within certain states. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue ~~increase~~decrease of ~~$31~~$46 million, or 3%8%, for the six months ended December 31, ~~2021~~2022 as compared to the corresponding period of fiscal ~~2021.~~2022.

News UK

~~Segment EBITDA~~Revenues were $238 million for the three months ended December 31, 2022, a decrease of $25 million, or 10%, as compared to revenues of $263 million in the corresponding period of fiscal 2022. Advertising revenues decreased $12 million, primarily driven by the $10 million negative impact of foreign currency fluctuations and lower print advertising revenues, partially offset by higher digital advertising revenues, mainly at The Sun. Circulation and subscription revenues decreased $10 million due to the ~~News Media segment improved~~$20 million negative impact of foreign currency fluctuations and print volume declines, partially offset by ~~$101~~cover price increases and higher digital subscribers. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $33 million, or 13%, for the three months ended December 31, 2022 as compared to the corresponding period of fiscal 2022.

Revenues were $459 million for the six months ended December 31, ~~2021~~2022, a decrease of $48 million, or 9%, as compared to revenues of $507 million in the corresponding period of fiscal 2022. Circulation and subscription revenues decreased $21 million due to the $43 million negative impact of foreign currency fluctuations and print volume declines, partially offset by cover price increases. Advertising revenues decreased $19 million due to the $19 million negative impact of foreign currency fluctuations and lower print advertising revenues, partially offset by higher digital advertising revenues, mainly at The Sun. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $70 million, or 13%, for the six months ended December 31, 2022 as compared to the corresponding period of fiscal 2021, primarily due to higher contributions from News Corp Australia of $61 million and News UK of $33 million mainly driven by the higher revenues described above, as well as increased contributions from Wireless Group and the 2022.~~New York Post, partially offset by costs associated with News UK’s TV project.~~

~~News Corp Australia~~

Revenues were $288 million for the three months ended December 31, 2021, an increase of $36 million, or 14%, compared to revenues of $252 million in the corresponding period of fiscal 2021. Circulation and subscription revenues increased $14 million, primarily driven by higher content licensing revenues and digital subscriber growth. Advertising revenues increased $13 million, primarily due to higher digital advertising revenues driven by improved yields, higher impressions and the ongoing recovery from COVID-19. Other revenues increased $9 million, primarily due to higher other services and third-party printing revenues.

Revenues were $541 million for the six months ended December 31, 2021, an increase of $68 million, or 14%, compared to revenues of $473 million in the corresponding period of fiscal 2021. Circulation and subscription revenues increased

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$33 million, primarily driven by higher content licensing revenues, digital subscriber growth and the $4 million positive impact of foreign currency fluctuations. Advertising revenues increased $18 million, primarily due to higher digital advertising revenues driven by higher impressions and the $3 million positive impact of foreign currency fluctuations, partially offset by lower print advertising revenues due mainly to the negative impact of COVID-19-related restrictions in the first quarter of fiscal 2022. Other revenues increased $17 million, primarily due to higher third-party printing and other services revenues.

~~News UK~~

Revenues were $263 million for the three months ended December 31, 2021, an increase of $18 million, or 7%, as compared to revenues of $245 million in the corresponding period of fiscal 2021. Advertising revenues increased $18 million, primarily due to higher digital and print advertising revenues driven by the ongoing recovery of the advertising market from COVID-19 and the $2 million positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $6 million, primarily driven by digital subscriber growth, cover price increases and the $3 million positive impact of foreign currency fluctuations, partially offset by print volume declines. Other revenues decreased $6 million, primarily due to lower brand partnership revenues.

Revenues were $507 million for the six months ended December 31, 2021, an increase of $56 million, or 12%, as compared to revenues of $451 million in the corresponding period of fiscal 2021. Advertising revenues increased $36 million, primarily due to higher digital and print advertising revenues driven by the ongoing recovery of the advertising market from COVID-19 and the $6 million positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $23 million, primarily driven by the $12 million positive impact of foreign currency fluctuations, digital subscriber growth and cover price increases, partially offset by print volume declines. Other revenues decreased $3 million, primarily due to lower brand partnership revenues.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand. As of December 31, ~~2021,~~2022, the Company’s cash and cash equivalents were ~~$2.2~~$1.3 billion. The Company also has available borrowing capacity under ~~the 2019 News Corp Credit Facility (as defined below)~~its new revolving credit facility (the “Revolving Facility”) and certain other facilities, as described below, and expects to have access to the worldwide credit and capital markets, subject to market conditions, in order to issue additional debt if needed or desired. The Company currently expects these elements of liquidity will enable it to meet its liquidity needs for at least the next 12 months, including repayment of indebtedness. Although the Company believes that its cash on hand and future cash from operations, together with its access to the credit and capital markets, will provide adequate resources to fund its operating and financing needs for at least the next 12 months, its access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the financial and operational performance of the Company and/or its operating subsidiaries, as applicable, (ii) the Company’s credit ratings and/or the credit rating of its operating subsidiaries, as applicable, (iii) the provisions of any relevant debt instruments, credit agreements, indentures and similar or associated documents, (iv) the liquidity of the overall credit and capital markets and (v) the state of the economy. There can be no assurances that the Company will continue to have access to the credit and capital markets on acceptable terms.

As of December 31, ~~2021,~~2022, the Company’s consolidated assets included ~~$862~~$740 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, ~~$141~~$97 million is cash not readily accessible by the Company as it is held by REA Group, a majority owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company earns income outside the U.S., which is deemed to be permanently reinvested in certain foreign jurisdictions. The Company does not currently intend to repatriate these earnings. Should the Company require more capital in the U.S. than is generated by and/or available to its domestic operations, the Company could elect to transfer funds held in foreign jurisdictions. The transfer of funds from foreign jurisdictions may be cumbersome due to local regulations, foreign exchange controls and taxes. Additionally, the transfer of funds from foreign jurisdictions may result in higher effective tax rates and higher cash paid for income taxes for the Company.

The principal uses of cash that affect the Company’s liquidity position include the following: operational expenditures including employee costs, paper purchases and programming costs; capital expenditures; income tax payments; investments in associated entities; acquisitions; the repurchase of shares; dividends; and the repayment of debt and related interest. In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.

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Issuer Purchases of Equity Securities

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 December 31, ~~2021,~~2022, the remaining authorized amount under the Repurchase Program was approximately ~~$954~~$643 million.

Dividends

Sources and Uses of Cash—For the six months ended December 31, ~~2021~~2022 versus the six months ended December 31, ~~2020~~2021

Net cash provided by operating activities for the six months ended December 31, ~~2021~~2022 and ~~2020~~2021 was as follows (in millions):


For the six months ended December 31,	For the six months ended December 31,	2021		2020		For the six months ended December 31,	2022		2021
Net cash provided by operating activities	Net cash provided by operating activities	$	430	$	483	Net cash provided by operating activities	$	161	$	430

Net cash provided by operating activities decreased by ~~$53~~$269 million for the six months ended December 31, ~~2021~~2022 as compared to the six months ended December 31, ~~2020.~~2021. The decrease was primarily due to lower Total Segment EBITDA and higher working capital, driven by higher receivables from higher revenues, higher employee bonus and equity-based compensation payments, payments related to one-time legal settlement costs and $21 million in higher interest payments, partially offset by ~~higher Total Segment EBITDA.~~lower restructuring and tax payments.

Net cash used in investing activities for the six months ended December 31, ~~2021~~2022 and ~~2020~~2021 was as follows (in millions):


For the six months ended December 31,	For the six months ended December 31,	2021		2020		For the six months ended December 31,	2022		2021
Net cash used in investing activities	Net cash used in investing activities	$	(249)	$	(276)	Net cash used in investing activities	$	(337)	$	(249)

Net cash used in investing activities ~~decreased~~ increased by ~~$27~~$88 million for the six months ended December 31, ~~2021,~~2022, as compared to the six months ended December 31, ~~2020.~~ 2021. During the six months ended December 31, 2022, the Company used $217 million of cash for capital expenditures, of which $84 million related to Foxtel, and $107 million for investments and acquisitions. During the six months ended December 31, 2021, the Company used $208 million of cash for capital expenditures, of which $89 million related to Foxtel, and $67 million for investments and acquisitions.

During the six months ended December 31, 2020, the Company used $173 million of cash for capital expenditures, of which $79 million related to Foxtel, and $90 million primarily for the acquisitions of REA India and Avail.

Net cash used in financing activities for the six months ended December 31, ~~2021~~2022 and ~~2020~~2021 was as follows (in millions):


For the six months ended December 31,	For the six months ended December 31,	2021		2020		For the six months ended December 31,	2022		2021
Net cash used in financing activities	Net cash used in financing activities	$	(198)	$	(219)	Net cash used in financing activities	$	(312)	$	(198)

Net cash used in financing activities ~~decreased~~increased by ~~$21~~$114 million for the six months ended December 31, ~~2021,~~2022, as compared to the six months ended December 31, ~~2020.~~ 2021. During the six months ended December 31, 2022, the Company had $462 million of borrowing repayments, primarily related to Foxtel’s U.S. private placement senior unsecured notes that matured in July 2022,

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$178 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $89 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities was partially offset by new borrowings of $407 million related to Foxtel.

During the six months ended December 31, 2021, the Company repaid $500 million of borrowings primarily related to REA Group’s refinancing of its bridge facility, made dividend payments of $86 million to News Corporation stockholders and REA Group minority stockholders and used $43 million to repurchase outstanding Class A and Class B Common Stock under the Repurchase Program. The net cash used in financing activities was partially offset by new borrowings of $495 million primarily related to REA Group.

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During the six months ended December 31, 2020, the Company repaid $248 million of borrowings related to Foxtel and made dividend payments of $80 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities for the six months ended December 31, 2020 was partially offset by new borrowings related to Foxtel of $146 million.

Reconciliation of Free Cash Flow and Free Cash Flow Available to News Corporation

Free cash flow and free cash flow available to News Corporation ~~is a~~are non-GAAP financial ~~measure~~measures. Free cash flow is defined as net cash provided by operating activities, less capital expenditures, (“and free cash ~~flow”),~~flow available to News Corporation is defined as free cash flow, less REA Group free cash flow, plus cash dividends received from REA Group. Free cash flow and free cash flow available to News Corporation should be considered in addition to, not as a substitute for, cash flows from operations and other measures of financial performance reported in accordance with GAAP. Free cash flow and free cash flow available to News Corporation may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

The Company ~~considers~~believes free cash flow ~~available to News Corporation to provide~~provides useful information to management and investors about the ~~amount of~~Company’s liquidity and cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock.flow trends. The Company believes ~~excluding~~free cash flow available to News Corporation, which adjusts free cash flow to exclude REA Group’s free cash flow and ~~including~~include dividends received from REA Group, provides ~~users of its consolidated financial statements~~management and investors with a measure of the amount of cash flow that is readily available to the Company, as REA Group is a separately listed public company in Australia and must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company believes free cash flow available to News Corporation provides a more conservative view of the Company’s free cash flow because this presentation includes only that amount of cash the Company actually receives from REA Group, which has generally been lower than the Company’s unadjusted free cash flow.

A limitation of both free cash flow and free cash flow available to News Corporation is that ~~it does~~they do not represent the total increase or decrease in the cash balance for the period. Management compensates for the limitation of free cash flow and free cash flow available to News Corporation by also relying on the net change in cash and cash equivalents as presented in the Statements of Cash Flows prepared in accordance with GAAP which incorporate all cash movements during the period.

The following table presents a reconciliation of net cash provided by operating activities to free cash flow and free cash flow available to News Corporation:


		For the six months ended December 31,					For the six months ended December 31,
		2021		2020			2022		2021
		(in millions)					(in millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	430	$	483	Net cash provided by operating activities	$	161	$	430
Less: Capital expenditures	Less: Capital expenditures	(208)		(173)		Less: Capital expenditures	(217)		(208)
		222		310
Free cash flow						Free cash flow	(56)		222
Less: REA Group free cash flow	Less: REA Group free cash flow	(121)		(65)		Less: REA Group free cash flow	(96)		(121)
Plus: Cash dividends received from REA Group	Plus: Cash dividends received from REA Group	43		32		Plus: Cash dividends received from REA Group	50		43
Free cash flow available to News Corporation	Free cash flow available to News Corporation	$	144	$	277	Free cash flow available to News Corporation	$	(102)	$	144

Free cash flow in the six months ended December 31, 2022 was $(56) million compared to $222 million in the prior year. The decrease was primarily due to lower cash provided by operating activities, as discussed above.

Free cash flow available to News Corporation ~~decreased by $133 million~~ in the six months ended December 31, ~~2021~~2022 was $(102) million compared to $144 million ~~from $277 million~~ in the ~~corresponding period of fiscal 2021,~~prior year. The decline was primarily due to lower ~~net~~free cash ~~provided by operating activities~~flow as discussed above, ~~and higher capital expenditures,~~ partially offset by higher dividends received from REA Group.

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Borrowings

As of December 31, ~~2021,~~2022, the Company, 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”) had total borrowings of ~~$2.3~~$3.0 billion, including the current ~~portion and finance lease liabilities.~~portion. Both the Foxtel Group and REA Group are consolidated but non wholly-owned subsidiaries of News Corp, and their indebtedness is only guaranteed by members of the Foxtel Debt Group and REA Debt Group, respectively, and is non-recourse to News Corp.

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News Corp Borrowings

As of December 31, ~~2021,~~2022, the Company had (i) borrowings of ~~$986~~$1,980 million, ~~which consisted of the carrying value~~consisting of its outstanding 2021 Senior ~~Notes.~~Notes, 2022 Senior Notes and Term A Loans and (ii) $750 million of undrawn commitments available under the Revolving Facility.

Foxtel Group Borrowings

As of December 31, ~~2021,~~2022, the Foxtel Debt Group had (i) borrowings of approximately ~~$905~~$774 million, including the full drawdown of its 2019 Term Loan Facility, amounts outstanding under the 2019 Credit Facility and 2017 Working Capital Facility, its outstanding U.S. private placement senior unsecured notes and amounts outstanding under the Telstra Facility (described below), and (ii) total undrawn commitments of A$~~340~~134 million available under the 2017 Working Capital Facility and 2019 Credit Facility.

During the three months ended September 30, 2022, the Foxtel Group repaid its U.S. private placement senior unsecured notes that matured in July 2022 using capacity under the 2019 Credit Facility.

In addition to third-party indebtedness, the Foxtel Debt Group has related party indebtedness, including A$~~900~~700 million of outstanding principal of shareholder loans and A$200 million of available shareholder facilities from the Company. The shareholder loans ~~accrue~~bear interest at a variable rate of the Australian BBSY plus an applicable margin ranging from 6.30% to 7.75% and mature in December 2027. The shareholder revolving credit facility ~~accrues~~bears interest at a variable rate of the Australian BBSY plus an applicable margin ranging from 2.00% to 3.75%, depending on the Foxtel Debt Group’s net leverage ratio, and matures in July 2024. Additionally, the Foxtel Debt Group has an A$170 million subordinated shareholder loan facility ~~agreement~~ with Telstra which can be used to finance cable transmission costs due to Telstra. The Telstra Facility ~~accrues~~bears interest at a variable rate of the Australian BBSY plus an applicable margin of 7.75% and matures in December 2027. The Company excludes the utilization of the Telstra Facility from the Statements of Cash Flows because it is non-cash.

REA Group Borrowings

As of December 31, ~~2021,~~2022, REA Group had (i) borrowings of approximately ~~$297~~$216 million, consisting of amounts outstanding under its 2022 Credit Facility ~~(as defined below),~~ and (ii) A$~~187~~281 million of undrawn commitments available under its 2022 Credit Facility.

During the six months ended December 31, 2021, 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”).

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.~~

~~News Corp Revolving Credit Facility~~

The Company has an undrawn $750 million unsecured revolving credit facility (the “2019 News Corp Credit Facility”) that can be used for general corporate purposes, which terminates on December 12, 2024.

Due to the discontinuation of London interbank offered rates (“LIBOR”) for Euro and British pound sterling (“GBP”)-denominated borrowings and for certain Eurodollar Rate borrowings with a two or 12-month tenor, the Company amended the 2019 News Corp Credit Facility in November 2021 to (i) replace the benchmark rates for borrowings in Euro and GBP with designated benchmark rates based on the Euro Interbank Offer Rate and the Sterling Overnight Index Average, respectively, and (ii) remove the two and 12-month interest period options for the relevant Eurodollar Rate borrowings.

All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at December 31, ~~2021.~~2022.

See Note 6—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including ~~certain~~additional information about interest rates, maturities and ~~maturities~~covenants related to such debt arrangements.

Commitments

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~~operations.~~ and the New York Post. In connection with this extension, the Company will pay average rent of approximately $33 million per year through the remaining term.

As of December 31, 2022

Payments Due by Period

Total

Less than 1

year

1-3 years

3-5 years

More than 5

years

(in millions)

Sports programming rights

3,959

499

1,038

1,036

1,386

The Company’s remaining commitments as of December 31, ~~2021~~2022 have not changed significantly from the disclosures included in the ~~2021~~2022 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 10 to the Consolidated Financial Statements. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is 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. The Company recognizes gain contingencies when the gain becomes realized or realizable. See Note 10—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Company’s assessment of its sensitivity to market risk since its presentation set forth in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s ~~2021~~2022 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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(b)Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the Company’s second quarter of fiscal ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

See Note 10—Commitments and Contingencies in the accompanying Consolidated Financial Statements.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors described in the ~~2021~~2022 Form ~~10-K, except as set forth below:~~

The Company Relies on Network and Information Systems and Other Technology Whose Failure or Misuse Could Cause a Disruption of Services or Loss, Improper Access to or Disclosure of Personal Data, Business Information, Including Intellectual Property, or Other Confidential Information, Resulting in Increased Costs, Loss of Revenue, Reputational Damage or Other Harm to the Company’s Business.

Network and information systems and other technologies, including those related to the Company’s content delivery networks and network management, are important to its business activities and contain the Company’s proprietary, confidential and sensitive business information, including personal data of its customers and personnel. The Company also relies on third-party providers for certain technology and “cloud-based” systems and services that support a variety of business operations. In January 2022, the Company discovered that one of these systems was the target of persistent cyberattack activity. Together with an outside cybersecurity firm, the Company is conducting an investigation into the circumstances of the activity to determine its nature, scope, duration and impacts. The Company’s preliminary analysis indicates that foreign government involvement may be associated with this activity, and that data was taken. To the Company’s knowledge, its systems housing customer and financial data were not affected. The Company is remediating the issue, and to date has not experienced any related interruptions to its business operations or systems. Based on its investigation to date, the Company believes the activity is contained. At this time, the Company is unable to estimate the expenses it will incur in connection with its investigation and remediation efforts.

Network and information systems-related events affecting the Company’s systems, or those of third parties upon which the Company’s business relies, such as computer compromises, cyber threats and attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, ransomware and denial of service attacks, malicious social engineering or other malicious activities by individuals or state-sponsored or other groups, or any combination of the foregoing, as well as power and internet outages, equipment failure, natural disasters, including extreme weather (which may occur with increasing frequency and intensity), terrorist activities, war, human or technological error or malfeasance that may affect such systems, could result in disruption of the Company’s services and business and/or loss, corruption, improper access to or disclosure of personal data, business information, including intellectual property, or other confidential information. Unauthorized parties may also fraudulently induce the Company’s employees or other agents to disclose sensitive or confidential information in order to gain access to the Company’s systems, facilities or data, or those of third parties with whom the Company does business. In addition, any design or manufacturing defects in, or the improper implementation of, hardware or software applications the Company develops or procures from third parties could unexpectedly disrupt the Company’s network and information systems or compromise information security. System redundancy may be ineffective or inadequate, and the Company’s disaster recovery and business continuity planning may not be sufficient to address all potential cyber events or other disruptions.

In recent years, there has been a significant rise in the number of cyberattacks on companies’ network and information systems, and such attacks are becoming increasingly more sophisticated, targeted and difficult to detect and prevent against. As a result of the COVID-19 pandemic, remote work and remote access to the Company’s systems has increased significantly, which may adversely impact the effectiveness of the Company’s security measures. Consequently, the risks associated with such an event continue to increase, particularly as the Company’s digital businesses expand. The Company has experienced, and expects to continue to be subject to, cybersecurity threats and activity. There is no assurance that cybersecurity threats or activity such as that discovered in January 2022 will not have a material adverse effect in the future. Countermeasures that the Company and its vendors have developed and implemented to protect personal data, business information, including intellectual property, and other confidential information, to prevent system disruption, data loss or corruption, and to prevent or detect security breaches may not be successful in preventing these events, particularly given that techniques used to access, disable or degrade service, or sabotage systems change frequently. Additionally, it may be difficult to detect and defend against certain threats and vulnerabilities that can persist over extended periods of time. Any network and information systems-related events could require the Company to expend significant resources to remedy such event. Moreover, the development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. While the Company maintains cyber risk insurance, this insurance may not be sufficient to cover all losses from any breaches of the Company’s systems and does not extend to reputational damage or costs incurred to improve or strengthen systems against future threats or activity. Cyber risk insurance has also become more difficult and

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~~expensive to obtain, and the Company cannot be certain that its current level of insurance or the breadth of its terms and conditions will continue to be available on economically reasonable terms.~~

A significant failure, compromise, breach or interruption of the Company’s systems, or those of third parties upon which its business relies, could result in a disruption of its operations, including degradation or disruption of service, equipment damage, customer, audience or advertiser dissatisfaction, damage to its reputation or brands, regulatory investigations and enforcement actions, lawsuits, remediation costs, a loss of or inability to attract new customers, audience, advertisers or business partners or loss of revenues and other financial losses. If any such failure, compromise, breach, interruption or similar event results in improper access to or disclosure of information maintained in the Company’s information systems and networks or those of its vendors, including financial, personal and credit card data, as well as confidential and proprietary information relating to personnel, customers, vendors and the Company’s business, including its intellectual property, the Company could also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy, as well as private individual or class action lawsuits. The Company may also be required to notify certain governmental agencies and/or regulators (including the appropriate EU supervisory authority) about any actual or perceived data security breach, as well as the individuals who are affected by any such breach, within strict time periods. In addition, media or other reports of perceived security vulnerabilities in the Company’s systems or those of third parties upon which its business relies, even if nothing has actually been attempted or occurred, could also adversely impact the Company’s brand and reputation and materially affect its business, results of operations and financial condition.10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

The following table details ~~our~~the Company’s monthly share repurchases during the three months ended December 31, ~~2021:~~2022:

Total Number of Shares Purchased - Class A(a)
Total Number of Shares Purchased - Class B(a)
Average Price Paid Per Share - Class A(b)
Average Price Paid Per Share - Class B(b)
Total Number of Shares Purchased as Part of Publicly Announced Program
Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program(b)
(in millions, except per share amounts)
September 27, 2021 - October 24, 2021 — — $ — $ — — $ 1,000
October 25, 2021 - November 28, 2021 0.5 0.3 $ 22.95 $ 23.05 0.8 $ 982
November 29, 2021 - December 26, 2021 0.9 0.4 $ 21.62 $ 21.77 1.3 $ 954
Total 1.4 0.7 $ 22.11 $ 22.25 2.1


	Total Number of Shares Purchased - Class A(a)	Total Number of Shares Purchased - Class B(a)	Average Price Paid Per Share - Class A(b)		Average Price Paid Per Share - Class B(b)		Total Number of Shares Purchased as Part of Publicly Announced Program	Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Program(b)
	(in millions, except per share amounts)
October 3, 2022 - October 30, 2022	1.6	0.8	$	16.24	$	16.49	2.4	$	651
October 31, 2022 - December 4, 2022	0.3	0.2	$	16.82	$	17.00	0.5	$	643
December 5, 2022 - January 1, 2023	—	—	$	—	$	—	—	$	643
Total	1.9	1.0	$	16.32	$	16.57	2.9

(a) The Company has not made any repurchases of Common Stock other than in connection with the publicly announced stock repurchase program described above.

(b) Amounts exclude fees, commissions or other costs associated with the repurchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

(a) Exhibits.


~~2.1~~						Amended and Restated FOX SPORTS Trade Mark License Agreement, dated as of October 22, 2021, between Fox Media LLC and Fox Sports Australia Pty Limited.*

~~2.2~~						~~Amended~~ and Restated FOX Trade Mark License Agreement, dated as of October 22, 2021, between Fox Media LLC and Fox Sports Australia Pty Limited.*

~~2.3~~						Amended and Restated Foxtel Trade Mark License Agreement, dated as of October 22, 2021, between Fox Media LLC and Foxtel Management Pty Ltd.*

~~2.4~~						~~Amended and Restated FOX Trade Mark License Agreement, dated as of October 22, 2021, between Fox Media LLC and Foxtel Management Pty Limited~~*†

~~10.1~~						Amendment No.1, dated as of November 16, 2021, to the Credit Agreement, dated as of December 12, 2019, among News Corporation as borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, JPMorgan Chase Bank, N.A. as administrative agent, and the other parties thereto.*

31.1						Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

31.2						Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.**

101						The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2021~~2022 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the three and six months ended December 31, ~~2021~~2022 and ~~2020~~2021 (unaudited); (ii) Consolidated Statements of Comprehensive Income for the three and six months ended December 31, ~~2021~~2022 and ~~2020~~2021 (unaudited); (iii) Consolidated Balance Sheets as of December 31, ~~2021~~2022 (unaudited) and June 30, ~~2021~~2022 (audited); (iv) Consolidated Statements of Cash Flows for the six months ended December 31, ~~2021~~2022 and ~~2020~~2021 (unaudited); and (v) Notes to the Unaudited Consolidated Financial Statements.*

104						The cover page from News Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2021,~~2022, formatted in Inline XBRL (included as Exhibit 101).*

* Filed herewith.

** Furnished herewith

~~† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.~~

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	NEWS CORPORATION (Registrant)

	By:	/s/ Susan Panuccio
		Susan Panuccio Chief Financial Officer

Date: February ~~4, 2022~~10, 2023


	Interest rate at December 31, 2021		Maturity at December 31, 2021	As of December 31, 2021		As of June 30, 2021
				(in millions)
News Corporation
2021 Senior notes	3.875	%	May 15, 2029	$	986	$	985
Foxtel Group(a)
2019 Credit facility(b)	2.36	%	May 31, 2024	217		232
2019 Term loan facility	6.25	%	Nov 22, 2024	181		190
2017 Working capital facility(b)	2.36	%	May 31, 2024	—		—
Telstra Facility	7.83	%	Dec 22, 2027	79		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	73		78
REA Group(a)
2021 Bridge facility	—	%	Jul 31, 2022	—		314
2022 Credit facility — tranche 1(d)	1.12	%	Sep 16, 2024	289		—
2022 Credit facility — tranche 2(d)	1.27	%	Sep 16, 2025	8		—
Finance lease and other liabilities				82		100
Total borrowings				2,270		2,313
Less: current portion(e)				(302)		(28)
Long-term borrowings				$	1,968	$	2,285