Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20222023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35769

nws-20220331_g1.jpgNews Corp (1).jpg
NEWS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware46-2950970
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1211 Avenue of the Americas, New York, New York10036
(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 shareNWSAThe Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per shareNWSThe 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 filerAccelerated filer
Non-accelerated filerSmaller 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 April 29, 2022, 388,468,625May 5, 2023, 380,948,209 shares of Class A Common Stock and 197,272,963192,515,393 shares of Class B Common Stock were outstanding.



Table of Contents
NEWS CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page



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
March 31,
For the nine months ended
March 31,
For the three months ended
March 31,
For the nine months ended
March 31,
Notes2022202120222021Notes2023202220232022
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$1,099 $1,076 $3,248 $3,108 Circulation and subscription$1,122 $1,099 $3,318 $3,248 
AdvertisingAdvertising418 374 1,342 1,154 Advertising393 418 1,263 1,342 
ConsumerConsumer497 472 1,615 1,436 Consumer495 497 1,474 1,615 
Real estateReal estate316 291 988 807 Real estate272 316 896 988 
OtherOther162 122 518 361 Other165 162 495 518 
Total RevenuesTotal Revenues22,492 2,335 7,711 6,866 Total Revenues22,447 2,492 7,446 7,711 
Operating expensesOperating expenses(1,246)(1,186)(3,769)(3,548)Operating expenses(1,286)(1,246)(3,853)(3,769)
Selling, general and administrativeSelling, general and administrative(888)(851)(2,588)(2,255)Selling, general and administrative(841)(888)(2,514)(2,588)
Depreciation and amortizationDepreciation and amortization(172)(173)(505)(504)Depreciation and amortization(183)(172)(536)(505)
Impairment and restructuring chargesImpairment and restructuring charges4(37)(30)(82)(93)Impairment and restructuring charges4(25)(37)(65)(82)
Equity losses of affiliatesEquity losses of affiliates5(4)(5)(10)(9)Equity losses of affiliates5(10)(4)(43)(10)
Interest expense, netInterest expense, net(25)(12)(68)(32)Interest expense, net(25)(25)(78)(68)
Other, netOther, net1313 61 143 132 Other, net1314 13 (10)143 
Income before income tax expenseIncome before income tax expense133 139 832 557 Income before income tax expense91 133 347 832 
Income tax expenseIncome tax expense11(29)(43)(199)(153)Income tax expense11(32)(29)(128)(199)
Net incomeNet income104 96 633 404 Net income59 104 219 633 
Less: Net income attributable to noncontrolling interestsLess: Net income attributable to noncontrolling interests(22)(17)(120)(60)Less: Net income attributable to noncontrolling interests(9)(22)(62)(120)
Net income attributable to News Corporation stockholdersNet income attributable to News Corporation stockholders$82 $79 $513 $344 Net income attributable to News Corporation stockholders$50 $82 $157 $513 
Net income attributable to News Corporation stockholders per share:Net income attributable to News Corporation stockholders per share:9Net income attributable to News Corporation stockholders per share:9
BasicBasic$0.14 $0.13 $0.87 $0.58 Basic$0.09 $0.14 $0.27 $0.87 
DilutedDiluted$0.14 $0.13 $0.86 $0.58 Diluted$0.09 $0.14 $0.27 $0.86 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2


Table of Contents
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; millions)
For the three months ended
March 31,
For the nine months ended
March 31,
For the three months ended
March 31,
For the nine months ended
March 31,
20222021202220212023202220232022
Net incomeNet income$104 $96 $633 $404 Net income$59 $104 $219 $633 
Other comprehensive income (loss):
Other comprehensive (loss) income:Other comprehensive (loss) income:
Foreign currency translation adjustmentsForeign currency translation adjustments111 28 (89)450 Foreign currency translation adjustments(33)111 (34)(89)
Net change in the fair value of cash flow hedges(a)
Net change in the fair value of cash flow hedges(a)
— (2)
Net change in the fair value of cash flow hedges(a)
(8)
Benefit plan adjustments, net(b)
Benefit plan adjustments, net(b)
17 
Benefit plan adjustments, net(b)
— 17 
Other comprehensive income (loss)123 29 (63)450 
Other comprehensive (loss) incomeOther comprehensive (loss) income(41)123 (23)(63)
Comprehensive incomeComprehensive income227 125 570 854 Comprehensive income18 227 196 570 
Less: Net income attributable to noncontrolling interestsLess: Net income attributable to noncontrolling interests(22)(17)(120)(60)Less: Net income attributable to noncontrolling interests(9)(22)(62)(120)
Less: Other comprehensive (income) loss attributable to noncontrolling interests(c)
(35)(4)(84)
Less: Other comprehensive loss (income) attributable to noncontrolling interests(c)
Less: Other comprehensive loss (income) attributable to noncontrolling interests(c)
17 (35)14 
Comprehensive income attributable to News Corporation stockholdersComprehensive income attributable to News Corporation stockholders$170 $104 $453 $710 Comprehensive income attributable to News Corporation stockholders$26 $170 $148 $453 
(a)    Net of income tax expensebenefit of nil for both the three months ended March 31, 2022 and 2021, and income tax expense of $1 million and nil for the nine months ended March 31, 2022 and 2021, respectively.
(b)    Net of income tax expense of $1$2 million and nil for the three months ended March 31, 20222023 and 2021,2022, respectively, and income tax expense of $5$2 million and nil$1 million for the nine months ended March 31, 20222023 and 2021,2022, respectively.
(b)    Net of income tax expense of nil and $1 million for the three months ended March 31, 2023 and 2022, respectively, and income tax expense of $1 million and $5 million for the nine months ended March 31, 2023 and 2022, respectively.
(c)Primarily consists of foreign currency translation adjustment.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3


Table of Contents
NEWS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share and per share amounts)
NotesAs of
March 31, 2022
As of
June 30, 2021
NotesAs of
March 31, 2023
As of
June 30, 2022
(unaudited)(audited)(unaudited)(audited)
Assets:Assets:Assets:
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$1,865 $2,236 Cash and cash equivalents$1,659 $1,822 
Receivables, netReceivables, net131,532 1,498 Receivables, net131,540 1,502 
Inventory, netInventory, net308 253 Inventory, net356 311 
Other current assetsOther current assets457 469 Other current assets477 458 
Total current assetsTotal current assets4,162 4,456 Total current assets4,032 4,093 
Non-current assets:Non-current assets:Non-current assets:
InvestmentsInvestments5564 351 Investments5506 488 
Property, plant and equipment, netProperty, plant and equipment, net2,167 2,272 Property, plant and equipment, net2,017 2,103 
Operating lease right-of-use assetsOperating lease right-of-use assets976 1,035 Operating lease right-of-use assets1,022 891 
Intangible assets, netIntangible assets, net2,651 2,179 Intangible assets, net2,542 2,671 
GoodwillGoodwill5,174 4,653 Goodwill5,136 5,169 
Deferred income tax assetsDeferred income tax assets11273 378 Deferred income tax assets11368 422 
Other non-current assetsOther non-current assets131,452 1,447 Other non-current assets131,411 1,384 
Total assetsTotal assets$17,419 $16,771 Total assets$17,034 $17,221 
Liabilities and Equity:Liabilities and Equity:Liabilities and Equity:
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$317 $321 Accounts payable$407 $411 
Accrued expensesAccrued expenses1,285 1,339 Accrued expenses1,164 1,236 
Deferred revenueDeferred revenue2528 473 Deferred revenue2623 604 
Current borrowingsCurrent borrowings6306 28 Current borrowings627 293 
Other current liabilitiesOther current liabilities131,091 1,073 Other current liabilities13983 975 
Total current liabilitiesTotal current liabilities3,527 3,234 Total current liabilities3,204 3,519 
Non-current liabilities:Non-current liabilities:Non-current liabilities:
BorrowingsBorrowings62,496 2,285 Borrowings62,960 2,776 
Retirement benefit obligationsRetirement benefit obligations197 211 Retirement benefit obligations156 155 
Deferred income tax liabilitiesDeferred income tax liabilities11230 260 Deferred income tax liabilities11172 198 
Operating lease liabilitiesOperating lease liabilities1,040 1,116 Operating lease liabilities1,093 947 
Other non-current liabilitiesOther non-current liabilities513 519 Other non-current liabilities465 483 
Commitments and contingenciesCommitments and contingencies1000Commitments and contingencies10
Class A common stock(a)
Class A common stock(a)
Class A common stock(a)
Class B common stock(b)
Class B common stock(b)
Class B common stock(b)
Additional paid-in capitalAdditional paid-in capital11,823 12,057 Additional paid-in capital11,486 11,779 
Accumulated deficitAccumulated deficit(2,403)(2,911)Accumulated deficit(2,136)(2,293)
Accumulated other comprehensive lossAccumulated other comprehensive loss(1,001)(941)Accumulated other comprehensive loss(1,279)(1,270)
Total News Corporation stockholders’ equityTotal News Corporation stockholders’ equity8,425 8,211 Total News Corporation stockholders’ equity8,077 8,222 
Noncontrolling interestsNoncontrolling interests991 935 Noncontrolling interests907 921 
Total equityTotal equity79,416 9,146 Total equity78,984 9,143 
Total liabilities and equityTotal liabilities and equity$17,419 $16,771 Total liabilities and equity$17,034 $17,221 
(a)    Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 389,442,082381,691,759 and 391,212,047387,561,850 shares issued and outstanding, net of 27,368,413 treasury shares at par at March 31, 20222023 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, 197,755,081192,882,224 and 199,630,240196,808,833 shares issued and outstanding, net of 78,430,424 treasury shares at par at March 31, 20222023 and June 30, 2021,2022, respectively.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4


Table of Contents
NEWS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; millions)
For the nine months ended
March 31,
For the nine months ended
March 31,
Notes20222021Notes20232022
Operating activities:Operating activities:Operating activities:
Net incomeNet income$633 $404 Net income$219 $633 
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 amortizationDepreciation and amortization505 504 Depreciation and amortization536 505 
Operating lease expenseOperating lease expense95 96 Operating lease expense82 95 
Equity losses of affiliatesEquity losses of affiliates510 Equity losses of affiliates543 10 
Cash distributions received from affiliatesCash distributions received from affiliates20 14 Cash distributions received from affiliates20 
Impairment chargesImpairment charges415 — Impairment charges4— 15 
Other, netOther, net13(143)(132)Other, net1310 (143)
Deferred income taxes and taxes payableDeferred income taxes and taxes payable1169 33 Deferred income taxes and taxes payable1127 69 
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 assetsReceivables and other assets(62)(67)Receivables and other assets(236)(62)
Inventories, netInventories, net(82)(21)Inventories, net(55)(82)
Accounts payable and other liabilitiesAccounts payable and other liabilities(30)220 Accounts payable and other liabilities37 (30)
Net cash provided by operating activitiesNet cash provided by operating activities1,030 1,060 Net cash provided by operating activities670 1,030 
Investing activities:Investing activities:Investing activities:
Capital expendituresCapital expenditures(315)(253)Capital expenditures(350)(315)
Acquisitions, net of cash acquiredAcquisitions, net of cash acquired(1,167)(91)Acquisitions, net of cash acquired(15)(1,167)
Investments in equity affiliates and otherInvestments in equity affiliates and other(99)(25)Investments in equity affiliates and other(105)(99)
Proceeds from property, plant and equipment and other asset dispositionsProceeds from property, plant and equipment and other asset dispositions(2)24 Proceeds from property, plant and equipment and other asset dispositions51 (2)
Other, netOther, net29 (1)Other, net(21)29 
Net cash used in investing activitiesNet cash used in investing activities(1,554)(346)Net cash used in investing activities(440)(1,554)
Financing activities:Financing activities:Financing activities:
BorrowingsBorrowings61,157 165 Borrowings6434 1,157 
Repayment of borrowingsRepayment of borrowings6(662)(326)Repayment of borrowings6(506)(662)
Repurchase of sharesRepurchase of shares7(125)— Repurchase of shares7(196)(125)
Dividends paidDividends paid(114)(104)Dividends paid(116)(114)
Other, netOther, net(82)(64)Other, net(82)
Net cash provided by (used in) financing activities174 (329)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(382)174 
Net change in cash and cash equivalentsNet change in cash and cash equivalents(350)385 Net change in cash and cash equivalents(152)(350)
Cash and cash equivalents, beginning of periodCash and cash equivalents, beginning of period2,236 1,517 Cash and cash equivalents, beginning of period1,822 2,236 
Exchange movement on opening cash balanceExchange movement on opening cash balance(21)72 Exchange movement on opening cash balance(11)(21)
Cash and cash equivalents, end of periodCash and cash equivalents, end of period$1,865 $1,974 Cash and cash equivalents, end of period$1,659 $1,865 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5

Table of Contents

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, 20212022 as filed with the Securities and Exchange Commission (the “SEC”) on August 10, 202112, 2022 (the “2021“2022 Form 10-K”).
The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 20222023 and fiscal 20212022 include 5352 and 5253 weeks, respectively. All references to the three and nine months ended March 31, 20222023 and 20212022 relate to the three and nine months ended April 2, 2023 and March 27, 2022, and March 28, 2021, respectively. For convenience purposes, the Company continues to date its Consolidated Financial Statements as of March 31.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). The amendments in ASU 2019-12 remove certain exceptions to the general principles in Topic 740 and simplify other areas of Topic 740 including the accounting for and recognition of intraperiod tax allocation, deferred tax liabilities for outside basis differences for certain foreign subsidiaries, year-to-date losses in interim periods, deferred tax assets for goodwill in business combinations and franchise taxes in income tax expense. The Company adopted ASU 2019-12 on a prospective basis as of July 1, 2021 and the adoption did not have a material effect on the Company’s Consolidated Financial Statements.
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification 606, “Revenue From Contracts with Customers.” The Company elected to early adopt ASU 2021-08 on a prospective basis during the second quarter of fiscal 2022 (which includes retroactive adoptions for any acquisitions in the current fiscal year). The adoption did not have a material effect on the Company’s Consolidated Financial Statements.
6

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 nine months ended March 31, 20222023 and 2021:2022:
6

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2023
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$$419 $426 $— $274 $— $1,122 
Advertising35 49 88 — 221 — 393 
Consumer— — — 495 — — 495 
Real estate272 — — — — — 272 
Other53 15 20 68 — 165 
Total Revenues$363 $477 $529 $515 $563 $— $2,447 
For the three months ended March 31, 2022
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$$434 $377 $— $285 $— $1,099 
Advertising33 51 102 — 232 — 418 
Consumer— — — 497 — — 497 
Real estate316 — — — — — 316 
Other64 18 63 — 162 
Total Revenues$416 $494 $487 $515 $580 $— $2,492 
For the three months ended March 31, 2021For the nine months ended March 31, 2023
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)(in millions)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$$469 $329 $— $272 $— $1,076 Circulation and subscription$$1,249 $1,257 $— $803 $— $3,318 
AdvertisingAdvertising31 46 85 — 212 — 374 Advertising103 160 313 — 687 — 1,263 
ConsumerConsumer— — — 472 — — 472 Consumer— — — 1,474 — — 1,474 
Real estateReal estate291 — — — — — 291 Real estate896 — — — — — 896 
OtherOther23 18 66 — 122 Other162 32 37 59 205 — 495 
Total RevenuesTotal Revenues$351 $523 $421 $490 $550 $— $2,335 Total Revenues$1,170 $1,441 $1,607 $1,533 $1,695 $— $7,446 
For the nine months ended March 31, 2022
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$$1,307 $1,082 $— $850 $— $3,248 
Advertising99 165 333 — 745 — 1,342 
Consumer— — — 1,615 — — 1,615 
Real estate988 — — — — — 988 
Other202 30 24 63 199 — 518 
Total Revenues$1,298 $1,502 $1,439 $1,678 $1,794 $— $7,711 
7

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2021
Digital Real
Estate
Services
Subscription
Video
Services
Dow JonesBook
Publishing
News MediaOtherTotal
Revenues
(in millions)
Revenues:
Circulation and subscription$22 $1,352 $959 $— $775 $— $3,108 
Advertising89 151 270 — 644 — 1,154 
Consumer— — — 1,436 — — 1,436 
Real estate807 — — — — — 807 
Other62 27 24 56 191 361 
Total Revenues$980 $1,530 $1,253 $1,492 $1,610 $$6,866 
Contract liabilities and assets
The Company’s deferred revenue balance primarily relates to amounts received from customers for subscriptions paid in advance of the services being provided. The following table presents changes in the deferred revenue balance for the three and nine months ended March 31, 20222023 and 2021:2022:
For the three months ended
March 31,
For the nine months ended
March 31,
For the three months ended
March 31,
For the nine months ended
March 31,
20222021202220212023202220232022
(in millions)(in millions)
Balance, beginning of periodBalance, beginning of period$462 $400 $473 $398 Balance, beginning of period$591 $462 $604 $473 
Deferral of revenueDeferral of revenue900 823 2,574 2,285 Deferral of revenue909 900 2,699 2,574 
Recognition of deferred revenue(a)
Recognition of deferred revenue(a)
(841)(780)(2,519)(2,260)
Recognition of deferred revenue(a)
(873)(841)(2,686)(2,519)
OtherOther— 26 Other(4)— 
Balance, end of periodBalance, end of period$528 $449 $528 $449 Balance, end of period$623 $528 $623 $528 
(a)For the three and nine months ended March 31, 2023, the Company recognized $340 million and $540 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and nine months ended March 31, 2022, the Company recognized $271 million and $414 million, respectively, of revenue which was included in the opening deferred revenue balance. For the three and nine months ended March 31, 2021, the Company recognized $224 million and $359 million, respectively, of revenue which was included in the opening deferred revenue balance.
Contract assets were immaterial for disclosure as of March 31, 20222023 and 2021.2022.
Other revenue disclosures
The Company typically expenses sales commissions to obtain a customer contract as incurred as the amortization period is 12 months or less. These costs are recorded within Selling, general and administrative in the Statements of Operations. The Company also does not capitalize significant financing components when the transfer of the good or service is paid within 12 months or less, or the receipt of consideration is received within 12 months or less of the transfer of the good or service.
For the three and nine months ended March 31, 2022,2023, the Company recognized approximately $107$106 million and $296$292 million, respectively, in revenues related to performance obligations that were satisfied or partially satisfied in a prior reporting period. The remaining transaction price related to unsatisfied performance obligations as of March 31, 20222023 was approximately $1,127$1,130 million, of which approximately $146$135 million is expected to be recognized over the remainder of fiscal 2022,2023, approximately $377$395 million is expected to be recognized in fiscal 20232024 and approximately $279$204 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.”
8

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. ACQUISITIONS
Investor’s Business Daily
In May 2021, the Company acquired Investor’s Business Daily (“IBD”) for $275 million in cash. IBD is a digital-first financial news and research business with unique investing content, analytical products and educational resources, including the Investors.com website. The acquisition expands Dow Jones’s offerings with the addition of proprietary data and tools to help professional and retail investors identify top-performing stocks. IBD is operated by Dow Jones, and its results are included within the Dow Jones segment.
The purchase price allocation has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations is finalized. As a result of the acquisition, the Company recorded net tangible liabilities of approximately $16 million primarily related to deferred revenue and approximately $123 million of identifiable intangible assets, consisting primarily of approximately $51 million related to the IBD tradename with an indefinite life, approximately $43 million of subscriber relationships with a useful life of seven years and approximately $20 million related to technology with a useful life of seven years. In accordance with ASC 350, “Intangibles—Goodwill and Other” (“ASC 350”), the excess of the total consideration over the fair values of the net tangible and intangible assets of approximately $166 million was recorded as goodwill on the transaction.
HMH Books & Media
In May 2021, the Company acquired the Books & Media segment of Houghton Mifflin Harcourt (“HMH Books & Media”) for $349 million in cash. HMH Books & Media publishes renowned and awarded children’s, young adult, fiction, non-fiction, culinary and reference titles. The acquisition adds an extensive and successful backlist, a strong frontlist in the lifestyle and children’s segments and a productions business that provides opportunities to expand HarperCollins’s intellectual property across different formats. HMH Books & Media is a subsidiary of HarperCollins and its results are included in the Book Publishing segment.
The purchase price allocation has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations is finalized. As a result of the acquisition, the Company recorded net tangible assets of approximately $82 million, primarily consisting of accounts receivable, accounts payable, author advances and royalty payables and inventory. In addition, the Company recorded approximately $141 million of intangible assets, consisting primarily of $104 million of publishing rights for backlist titles with a useful life of nine years and $32 million of publishing licenses with a useful life of nine years. In accordance with ASC 350, the excess of the total consideration over the fair values of the net tangible and intangible assets of approximately $126 million was recorded as goodwill on the transaction.
Mortgage Choice
In June 2021, REA Group acquired Mortgage Choice Limited (“Mortgage Choice”) for approximately A$244 million in cash (approximately $183 million based on exchange rates as of the closing date), funded by an increase in REA Group’s debt facilities. Control was transferred and the acquisition became effective and binding on Mortgage Choice shareholders on June 18, 2021 upon court approval. Mortgage Choice is a leading Australian mortgage broking business, and the acquisition complements REA Group’s existing Smartline broker footprint and accelerates REA Group’s financial services strategy to establish a leading mortgage broking business with national scale. Mortgage Choice is a subsidiary of REA Group and its results are included in the Digital Real Estate Services segment.
The purchase price allocation has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations is finalized. As a result of the acquisition, the Company recorded net tangible assets of A$75 million (US$57 million) consisting primarily of commission contract receivables and payables and approximately A$74 million (US$56 million) of identifiable intangible assets, consisting of A$46 million (US$35 million) related to franchisee relationships with a useful life of 17 years, A$17 million (US$13 million) of software with useful lives ranging from one to five years and A$11 million (US$8 million) primarily related to the Mortgage Choice tradenames with indefinite lives. In accordance with ASC 350, the excess of the total consideration over the fair values of the net tangible and intangible assets of approximately A$95 million (US$72 million) was recorded as goodwill on the transaction.
9

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Agreement to acquire Base Chemicals
In December 2021, the Company entered into an agreement to acquire the Base Chemicals business (“Base Chemicals”) from S&P Global Inc. (“S&P”) and IHS Markit Ltd. (“IHS”) for $295 million in cash, subject to customary purchase price adjustments. Base Chemicals provides pricing data, insights, analysis and forecasting for key base chemicals through its leading Market Advisory and World Analysis services. Base Chemicals will be a subsidiary of Dow Jones, and its results will be included in the Dow Jones segment. The acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of fiscal 2022.
OPIS
In February 2022, the Company acquired the Oil Price Information Service business and related assets (“OPIS”) from S&P Global Inc. (“S&P”) and IHS Markit Ltd. for $1.15 billion in cash, subject to customary purchase price adjustments. OPIS is a global industry standard for benchmark and reference pricing and news and analytics for the oil, natural gas liquids and biofuels industries. The business also provides pricing and news and analytics for the coal, mining and metals end markets and insights and analytics in renewables and carbon pricing. The acquisition enables Dow Jones to become a leading provider of energy and renewables information and furthers its goal of building the leading global business news and information platform for professionals. OPIS is a subsidiary of Dow Jones, and its results are included in the Dow Jones segment.
As a result of the acquisition, the Company recorded net tangible liabilities of $1 million primarily related to deferred revenue and accounts receivable and $620 million of identifiable intangible assets, consisting primarily of $528 million of customer relationships with a useful life of 20 years, $54 million in tradenames, including $48 million related to the OPIS tradename with an indefinite life, and $38 million related to technology with a weighted average useful life of six years. In accordance with
8

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.
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 purchase price adjustments. CMA provides pricing data, insights, analysis and forecasting for key base chemicals through its leading Market Advisory and World Analysis services. The acquisition enables Dow Jones to become a 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 are included in the Dow Jones segment.
The purchase price allocation has been prepared on a preliminary basis and changes to the preliminary purchase price allocations may occur as additional information concerning asset and liability valuations is finalized. As a result of the acquisition, the Company recorded net tangible liabilities of approximately $1$22 million primarily related to deferred revenue and accounts receivable and $621$189 million of identifiable intangible assets, consisting primarily of $528$145 million of customer relationships with a useful life of 20 years, $55 million in tradenames, including $49 million related to the OPIS tradename with an indefinite life and $38$31 million related to technology with a weighted average useful life of six14 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 $536$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 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 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 $16 million of identifiable intangible assets, consisting primarily of customer relationships and technology platforms. In accordance with ASC 350, the excess of the total consideration over the fair values of the net tangible and intangible assets of $40 million was recorded as goodwill on the transaction.
NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES
Fiscal 2023 Restructuring
During the three and nine months ended March 31, 2023, the Company recorded restructuring charges of $25 million and $65 million, respectively, primarily related to employee termination benefits. The employee termination benefits recorded in the three months ended March 31, 2023 mainly resulted from actions taken by the Company’s businesses in response to the headcount reductions announced in February 2023.
Fiscal 2022 Impairment
Duringthe three and nine months ended March 31, 2022, the Company recognized non-cash impairment charges of $15 million related to the write-down of fixed assets associated with the shutdown and anticipated sale of certain U.S. printing facilities at the Dow Jones segment.
Fiscal 2022 Restructuring
During the three and nine months ended March 31, 2022, the Company recorded restructuring charges of $22 million and $67 million, respectively, of which $5 million and $29 million, respectively, related to the News Media segment. The restructuring charges recorded in fiscal 2022 primarily related to employee termination benefits.
Fiscal 2021 Restructuring
During the three and nine months ended March 31, 2021, the Company recorded restructuring charges of $30 million and $93 million, respectively, of which $18 million and $61 million, respectively, related to the News Media segment. The restructuring charges recorded in fiscal 2021 primarily related to employee termination benefits and exit costs associated with the closure of the Company’s Bronx print plant.
109

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Changes in restructuring program liabilities were as follows:
For the three months ended March 31,
20232022
One time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotal
(in millions)
Balance, beginning of period$25 $41 $66 $23 $36 $59 
Additions24 25 13 22 
Payments(21)(4)(25)(15)(8)(23)
Other(1)— (1)(2)— (2)
Balance, end of period$27 $38 $65 $15 $41 $56 

For the three months ended March 31,
20222021
One time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotal
(in millions)
Balance, beginning of period$23 $36 $59 $32 $34 $66 
Additions13 22 20 10 30 
Payments(15)(8)(23)(12)(8)(20)
Other(2)— (2)(2)— (2)
Balance, end of period$15 $41 $56 $38 $36 $74 
For the nine months ended March 31,For the nine months ended March 31,
2022202120232022
One time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotalOne time
employee
termination
benefits
Other costsTotal
(in millions)(in millions)
Balance, beginning of periodBalance, beginning of period$51 $35 $86 $64 $$73 Balance, beginning of period$25 $41 $66 $51 $35 $86 
AdditionsAdditions46 21 67 55 38 93 Additions60 65 46 21 67 
PaymentsPayments(80)(15)(95)(81)(11)(92)Payments(55)(8)(63)(80)(15)(95)
OtherOther(2)— (2)— — — Other(3)— (3)(2)— (2)
Balance, end of periodBalance, end of period$15 $41 $56 $38 $36 $74 Balance, end of period$27 $38 $65 $15 $41 $56 
As of March 31, 2022,2023, restructuring liabilities of approximately $29$38 million were included in the Balance Sheet in Other current liabilities and $27 million were included in Other non-current liabilities.
NOTE 5. INVESTMENTS
The Company’s investments were comprised of the following:
Ownership Percentage as of March 31, 2022As of
March 31, 2022
As of
June 30, 2021
Ownership Percentage as of March 31, 2023As of
March 31, 2023
As of
June 30, 2022
(in millions)(in millions)
Equity method investments(a)
Equity method investments(a)
various$279 $71 
Equity method investments(a)
various$279 $276 
Equity securities(b)
Equity securities(b)
various285 280 
Equity securities(b)
various227 212 
Total InvestmentsTotal Investments$564 $351 Total Investments$506 $488 
(a)In the first quarterEquity method investments are primarily comprised of fiscal 2022, REA Group acquired an 18% interest (16.6% on a diluted basis) in PropertyGuru Pte. Ltd. (“PropertyGuru”), a leading digital property technology company operating marketplaces in Southeast Asia, in exchange for all shares of REA Group’s entities in Malaysia and Thailand. During the three months ended March 31, 2022, PropertyGuru completed its merger with Bridgetown 2 Holdings Limited. As a result of the merger and subsequent investments made in connection with the transaction, REA Group’s ownership interest in PropertyGuru was diluted to 17.5% as of March 31, 2022 and a gain of approximately $15 million was recorded in Other, net.Group Ltd. (“PropertyGuru”).
(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
1110

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
or similar investment of the same issuer. The components comprising total gains and losses on equity securities are set forth below:
For the three months ended
March 31,
For the nine months ended
March 31,
For the three months ended
March 31,
For the nine months ended
March 31,
20222021202220212023202220232022
(in millions)(in millions)(in millions)(in millions)
Total (losses) gains recognized on equity securitiesTotal (losses) gains recognized on equity securities$(18)$31 $$73 Total (losses) gains recognized on equity securities$(2)$(18)$(16)$
Less: Net gains recognized on equity securities soldLess: Net gains recognized on equity securities sold— — — — Less: Net gains recognized on equity securities sold— — — 
Unrealized (losses) gains recognized on equity securities held at end of periodUnrealized (losses) gains recognized on equity securities held at end of period$(18)$31 $$73 Unrealized (losses) gains recognized on equity securities held at end of period$(2)$(18)$(18)$
Equity Losses of Affiliates
The Company’s share of the losses of its equity affiliates was $4$10 million and $10$43 million for the three and nine months ended March 31, 2022,2023, respectively, and $5$4 million and $9$10 million respectively, for the corresponding periods of fiscal 2021.2022, respectively. The increase was primarily due to losses from an investment in an Australian sports wagering venture.
NOTE 6. BORROWINGS
The Company’s total borrowings consist of the following:
Interest rate at March 31, 2022Maturity at March 31, 2022As of
March 31, 2022
As of
June 30, 2021
Interest rate at March 31, 2023Maturity at March 31, 2023As of
March 31, 2023
As of
June 30, 2022
(in millions)(in millions)
News CorporationNews CorporationNews Corporation
2022 Term loan A(a)
2022 Term loan A(a)
6.748 %Mar 31, 2027$500 $500 
2022 Senior notes2022 Senior notes5.125 %Feb 15, 2032$492 $— 2022 Senior notes5.125 %Feb 15, 2032492 492 
2021 Senior notes2021 Senior notes3.875 %May 15, 2029987 985 2021 Senior notes3.875 %May 15, 2029989 987 
Foxtel Group(a)(b)
Foxtel Group(a)(b)
Foxtel Group(a)(b)
2019 Credit facility(b)(c)
2019 Credit facility(b)(c)
2.76 %May 31, 2024225 232 
2019 Credit facility(b)(c)
6.02 %May 31, 2024321 68 
2019 Term loan facility2019 Term loan facility6.25 %Nov 22, 2024188 190 2019 Term loan facility6.25 %Nov 22, 2024167 171 
2017 Working capital facility(b)(c)
2017 Working capital facility(b)(c)
2.76 %May 31, 2024— — 
2017 Working capital facility(b)(c)
6.02 %May 31, 2024— — 
Telstra Facility7.87 %Dec 22, 202791 60 
Telstra facilityTelstra facility11.15 %Dec 22, 2027110 90 
2012 US private placement — USD portion — tranche 2(c)(d)
2012 US private placement — USD portion — tranche 2(c)(d)
4.27 %Jul 25, 2022203 202 
2012 US private placement — USD portion — tranche 2(c)(d)
— %Jul 25, 2022— 198 
2012 US private placement — USD portion — tranche 3(c)(d)
2012 US private placement — USD portion — tranche 3(c)(d)
4.42 %Jul 25, 2024152 152 
2012 US private placement — USD portion — tranche 3(c)(d)
4.42 %Jul 25, 2024149 147 
2012 US private placement — AUD portion2012 US private placement — AUD portion7.04 %Jul 25, 202276 78 2012 US private placement — AUD portion— %Jul 25, 2022— 68 
REA Group(a)(b)
REA Group(a)(b)
REA Group(a)(b)
2021 Bridge facility— %Jul 31, 2022— 314 
2022 Credit facility — tranche 1(d)(e)
2022 Credit facility — tranche 1(d)(e)
1.20 %Sep 16, 2024301 — 
2022 Credit facility — tranche 1(d)(e)
4.71 %Sep 16, 2024212 273 
2022 Credit facility — tranche 2(d)(e)
2022 Credit facility — tranche 2(d)(e)
1.35 %Sep 16, 2025— 
2022 Credit facility — tranche 2(d)(e)
4.86 %Sep 16, 2025— 
Finance lease and other liabilities78 100 
Finance lease liabilityFinance lease liability47 67 
Total borrowingsTotal borrowings2,802 2,313 Total borrowings2,987 3,069 
Less: current portion(e)(f)
Less: current portion(e)(f)
(306)(28)
Less: current portion(e)(f)
(27)(293)
Long-term borrowingsLong-term borrowings$2,496 $2,285 Long-term borrowings$2,960 $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 March 31, 2023 the Company was paying interest at an effective interest rate of 3.708%. 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
11

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.
12

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(b)(c)As of March 31, 2022,2023, the Foxtel Debt Group had total undrawn commitments of A$339161 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 March 31, 2022,2023, REA Group had total undrawn commitments of A$187281 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.” $27 million and $28$27 million relates to the current portion of finance lease liabilities as of March 31, 20222023 and June 30, 2021,2022, respectively.
News CorporationFoxtel Group Borrowings
2022 Senior Notes
In February 2022, the Company issued $500 million of senior notes due 2032 (the “2022 Senior Notes”). The 2022 Senior Notes bear interest at a fixed rate of 5.125% per annum, payable in cash semi-annually on February 15 and August 15 of each year, commencing on August 15, 2022. The notes will mature on February 15, 2032.
The 2022 Senior Notes are the senior unsecured obligations of the Company and rank equally in right of payment with the Company’s existing and future senior debt, including the 2021 Senior notes and its Term A Loan (as defined below) and revolving credit facilities, which are described below. The Company may redeem all or a part of the 2022 Senior Notes upon payment of the redemption prices and applicable premiums, if any, set forth in the indenture governing the 2022 Senior Notes (the “Indenture”), plus any accrued and unpaid interest. In addition, prior to February 15, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2022 Senior Notes with the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus any accrued and unpaid interest. In the event of specified change in control events, the Company must offer to purchase the outstanding 2022 Senior Notes from the holders at a purchase price equal to 101% of the principal amount, plus any accrued and unpaid interest.
There are no financial maintenance covenants with respect to the 2022 Senior Notes. The Indenture contains other covenants that, among other things and subject to certain exceptions, (i) limit the Company’s ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money and (ii) limit the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole).
Term Loan A and Revolving Credit Facilities
On March 29, 2022, the Company terminated its existing unsecured $750 million revolving credit facility and entered into a new credit agreement (the “2022 Credit Agreement”) that provides for $1,250 million of unsecured credit facilities comprised of a $500 million unsecured term loan A credit facility (the “Term A Facility” and the loans under the Term A Facility are collectively referred to as “Term A Loans”) and a $750 million unsecured revolving credit facility (the “Revolving Facility” and, together with the Term A Facility, the “Facilities”) that can be used for general corporate purposes. The Revolving Facility has a sublimit of $100 million available for issuances of letters of credit. Under the 2022 Credit Agreement, the Company may request increases with respect to either Facility in an aggregate principal amount not to exceed $250 million.
The Term A Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 0.0%, 2.5%, 2.5%, 5.0% and 5.0%, respectively, of the original principal amount of the Term A Facility for each 12-month period commencing on June 30, 2022. The loans under the Revolving Facility will not amortize. All amounts under the 2022 Credit Agreement with respect to the Facilities are due on March 31, 2027, unless earlier terminated in the circumstances set forth in the 2022 Credit Agreement. The Company may request that the maturity date of the Term A Facility be extended under certain circumstances as set forth in the 2022 Credit Agreement by at least one year. The Company may also request that the maturity date of the revolving credit commitments under the Revolving Facility be extended under certain circumstances as set forth in the 2022 Credit Agreement for up to two additional one-year periods.
Interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate formula ((a) through (c) each, a “Relevant Rate”) or (d) the Base Rate formula, each as set forth in the 2022 Credit Agreement. The applicable margin for borrowings under the Facilities and the commitment fee for
13

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
undrawn balances under the Revolving Facility are based on the pricing grid in the 2022 Credit Agreement, which varies based on the Company’s adjusted operating income net leverage ratio. At inception, the Company was paying a commitment fee of 0.20% on any undrawn balance under the Revolving Facility and, with respect to any outstanding borrowings under the Facilities, an applicable margin of 0.375% for a Base Rate borrowing and 1.375% for a Relevant Rate borrowing. The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. Refer to Note 8—Financial Instruments and Fair Value Measurements for further detail.
The Company borrowed the full amount of the Term A Facility on March 31, 2022 (during the fourth quarter of fiscal 2022) and had not borrowed any funds under the Revolving Facility as of that date.
The 2022 Credit Agreement contains certain customary affirmative and negative covenants and events of default with customary exceptions, including limitations on the ability of the Company and the Company’s subsidiaries to engage in transactions with affiliates, incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of all subsidiaries taken as a whole. In addition, the 2022 Credit Agreement requires the Company to maintain an adjusted operating income net leverage ratio of not more than 3.0 to 1.0, subject to certain adjustments following a material acquisition, and a net interest coverage ratio of not less than 3.0 to 1.0.
REA Group Refinancing
During the nine months ended March 31, 2023, the Foxtel Group repaid its U.S. private placement senior unsecured notes that matured in July 2022 REA Group completed a debt refinancing in which it repaid all amounts outstanding under its 2021 Bridge facility with the proceeds from a new A$600 million unsecured syndicated credit facility (the “2022 Credit Facility”) consisting of 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 the 2022 Credit Facility up to a maximum amount of A$500 million, subject to the terms and limitations set forth in the syndicated facility agreement.
Borrowingsusing capacity under the 20222019 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 20212022 Form 10-K. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the applicable debt agreements may be declared immediately due and payable. The Company was in compliance with all such covenants at March 31, 2022.2023.
1412

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. EQUITY
The following tables summarize changes in equity for the three and nine months ended March 31, 20222023 and 2021:2022:
For the three months ended March 31, 2023
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
SharesAmountSharesAmount
(in millions)
Balance, December 31, 2022382 $193 $$11,550 $(2,186)$(1,255)$8,115 $941 $9,056 
Net income— — — — — 50 — 50 59 
Other comprehensive loss— — — — — — (24)(24)(17)(41)
Dividends— — — — (58)— — (58)(27)(85)
Share repurchases(1)— — — (20)— — (20)— (20)
Other— — — 14 — — 14 15 
Balance, March 31, 2023382 $193 $$11,486 $(2,136)$(1,279)$8,077 $907 $8,984 
For the three months ended March 31, 2022
Class A Common
Stock
Class B Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, December 31, 2021392 $199 $$11,948 $(2,482)$(1,089)$8,383 $964 $9,347 
Net income— — — — — 82 — 82 22 104 
Other comprehensive income— — — — — — 88 88 35 123 
Dividends— — — — (59)— — (59)(28)(87)
Share repurchases(3)— (1)— (78)(3)— (81)— (81)
Other— — — — 12 — — 12 (2)10 
Balance, March 31, 2022389 $198 $$11,823 $(2,403)$(1,001)$8,425 $991 $9,416 
For the three months ended March 31, 2021
Class A Common
Stock
Class B Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
SharesAmountSharesAmount
(in millions)
Balance, December 31, 2020391 $200 $$12,091 $(2,976)$(990)$8,131 $943 $9,074 
Net income— — — — — 79 — 79 17 96 
Other comprehensive income— — — — — — 25 25 29 
Dividends— — — — (59)— — (59)(24)(83)
Other— — — — 12 — — 12 13 
Balance, March 31, 2021391 $200 $$12,044 $(2,897)$(965)$8,188 $941 $9,129 

For the nine months ended March 31, 2022For the nine months ended March 31, 2023
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
SharesAmountSharesAmountSharesAmountSharesAmount
(in millions)(in millions)
Balance, June 30, 2021391 $200 $$12,057 $(2,911)$(941)$8,211 $935 $9,146 
Balance, June 30, 2022Balance, June 30, 2022388 $197 $$11,779 $(2,293)$(1,270)$8,222 $921 $9,143 
Net incomeNet income— — — — — 513 — 513 120 633 Net income— — — — — 157 — 157 62 219 
Other comprehensive lossOther comprehensive loss— — — — — — (60)(60)(3)(63)Other comprehensive loss— — — — — — (9)(9)(14)(23)
DividendsDividends— — — — (118)— — (118)(55)(173)Dividends— — — — (116)— — (116)(58)(174)
Share repurchasesShare repurchases(4)— (2)— (122)(5)— (127)— (127)Share repurchases(8)— (4)— (194)— — (194)— (194)
OtherOther— — — — — (6)— Other— — — 17 — — 17 (4)13 
Balance, March 31, 2022389 $198 $$11,823 $(2,403)$(1,001)$8,425 $991 $9,416 
Balance, March 31, 2023Balance, March 31, 2023382 $193 $$11,486 $(2,136)$(1,279)$8,077 $907 $8,984 
1513

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2021For the nine months ended March 31, 2022
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
News
Corp
Equity
Non-controlling
Interests
Total
Equity
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
SharesAmountSharesAmountSharesAmountSharesAmount
(in millions)(in millions)
Balance, June 30, 2020389 $200 $$12,148 $(3,241)$(1,331)$7,582 $807 $8,389 
Balance, June 30, 2021Balance, June 30, 2021391 $200 $$12,057 $(2,911)$(941)$8,211 $935 $9,146 
Net incomeNet income— — — — — 344 — 344 60 404 Net income— — — — — 513 — 513 120 633 
Other comprehensive income— — — — — — 366 366 84 450 
Other comprehensive lossOther comprehensive loss— — — — — — (60)(60)(3)(63)
DividendsDividends— — — — (118)— — (118)(45)(163)Dividends— — — — (118)— — (118)(55)(173)
Share repurchasesShare repurchases(4)— (2)— (122)(5)— (127)— (127)
OtherOther— — — 14 — — 14 35 49 Other— — — — — (6)— 
Balance, March 31, 2021391 $200 $$12,044 $(2,897)$(965)$8,188 $941 $9,129 
Balance, March 31, 2022Balance, March 31, 2022389 $198 $$11,823 $(2,403)$(1,001)$8,425 $991 $9,416 
Stock Repurchases
On September 22, 2021, the Company announced a new stock repurchase program authorizing the Company to purchase up to $1 billion in the aggregate of its outstanding Class A Common Stock and Class B Common Stock (the “Repurchase Program”). The Repurchase Program replaces the Company’s $500 million Class A Common Stock repurchase program approved by the Company’s Board of Directors (the “Board of Directors”) in May 2013. The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of March 31, 2022,2023, the remaining authorized amount under the Repurchase Program was approximately $873$623 million.
Stock repurchases commenced on November 9, 2021. During the three and nine months ended March 31, 2023, the Company repurchased and subsequently retired 0.8 million and 7.7 million shares, respectively, of Class A Common Stock for approximately $14 million and $129 million, respectively, and 0.4 million and 3.9 million shares, respectively, of Class B Common Stock for approximately $6 million and $65 million, respectively. During the three and nine months ended March 31, 2022, the Company repurchased and subsequently retired 2.5 million and 3.9 million shares, respectively, of Class A Common Stock for approximately $54 million and $85 million, respectively, and 1.2 million and 1.9 million shares, respectively, of Class B Common Stock for approximately $27 million and $42 million, respectively. The Company did not purchase any of its Class A Common Stock or Class B Common Stock during the nine months ended March 31, 2021.
Stockholder Rights Agreement
On September 21, 2021, the Company amended the Fourth Amended and Restated Rights Agreement (as discussed in the Notes to the Consolidated Financial Statements included in the 2021 Form 10-K) (the “Rights Agreement”) to accelerate the expiration of the rights under the Rights Agreement to 11:59 P.M. (New York City time) on September 21, 2021, thereby terminating the Rights Agreement at such time. On the same date, the Company also entered into a stockholders agreement (the “Stockholders Agreement”) by and between the Company and the Murdoch Family Trust (the “MFT”). Pursuant to the Stockholders Agreement, the MFT and the Company have agreed not to take actions that would result in the MFT and Murdoch family members, including K. Rupert Murdoch, the Company’s Executive Chairman, and Lachlan K. Murdoch, the Company’s Co-Chairman, together owning more than 44% of the outstanding voting power of the shares of the Company’s Class B Common Stock (“Class B Shares”), or would increase the MFT’s voting power by more than 1.75% in any rolling twelve-month period. The MFT would forfeit votes in connection with an annual or special Company stockholders meeting to the extent necessary to ensure that the MFT and the Murdoch family collectively do not exceed 44% of the outstanding voting power of the Class B Shares at such meeting, except where a Murdoch family member votes their own shares differently from the MFT on any matter. The Stockholders Agreement will terminate upon the MFT’s distribution of all or substantially all of its Class B Shares.
Dividends
In February 2022,2023, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend was paid on April 13, 202212, 2023 to stockholders of record as of March 16, 2022.15, 2023. 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.
16

Table of Contents

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
14

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.
Under ASC 820, certain assets and liabilities are required to be remeasured to fair value at the end of each reporting period.
The following table summarizes those assets and liabilities measured at fair value on a recurring basis:
As of March 31, 2022As of June 30, 2021As of March 31, 2023As of June 30, 2022
Level 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
(in millions)(in millions)
Assets:Assets:Assets:
Interest rate derivatives - cash flow hedgesInterest rate derivatives - cash flow hedges$— $11 $— $11 $— $— $— $— Interest rate derivatives - cash flow hedges$— $33 $— $33 $— $24 $— $24 
Foreign currency derivatives - cash flow hedgesForeign currency derivatives - cash flow hedges— — — — 
Cross-currency interest rate derivatives - fair value hedgesCross-currency interest rate derivatives - fair value hedges— 17 — 17 — 18 — 18 Cross-currency interest rate derivatives - fair value hedges— — — 19 — 19 
Cross-currency interest rate derivativesCross-currency interest rate derivatives— 70 — 70 — 73 — 73 Cross-currency interest rate derivatives— 35 — 35 — 79 — 79 
Equity securities(a)
Equity securities(a)
180 — 105 285 164 — 116 280 
Equity securities(a)
97 — 130 227 109 — 103 212 
Total assetsTotal assets$180 $98 $105 $383 $164 $91 $116 $371 Total assets$97 $77 $130 $304 $109 $123 $103 $335 
Liabilities:
Interest rate derivatives - cash flow hedges$— $$— $$— $$— $
Cross-currency interest rate derivatives— — — 13 — 13 
Total liabilitiesTotal liabilities$— $$— $$— $22 $— $22 Total liabilities$— $— $— $— $— $— $— $— 
(a)See Note 5—Investments.
During the nine months ended March 31, 2022, the Company reclassified its investment in an equity security from Level 3 to Level 1 within the fair value hierarchy as the investment became publicly traded in the first quarter of fiscal 2022.
Equity securities
The fair values of equity securities with quoted prices in active markets are determined based on the closing price at the end of each reporting period. These securities are classified as Level 1 in the fair value hierarchy outlined above. The fair values of equity securities without readily determinable fair market values are determined based on cost, less any impairment, plus or minus changes in fair value resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. These securities are classified as Level 3 in the fair value hierarchy outlined above.
17

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
A rollforward of the Company’s equity securities classified as Level 3 is as follows:
For the nine months ended
March 31,
For the nine months ended
March 31,
2022202120232022
(in millions)(in millions)
Balance - beginning of periodBalance - beginning of period$116 $123 Balance - beginning of period$103 $116 
Additions(a)Additions(a)17 10 Additions(a)31 17 
SalesSales(2)— 
Returns of capitalReturns of capital(33)(7)Returns of capital(5)(33)
Measurement adjustmentsMeasurement adjustments23 21 Measurement adjustments23 
Foreign exchange and other(a)(b)
Foreign exchange and other(a)(b)
(18)(31)
Foreign exchange and other(a)(b)
(18)
Balance - end of periodBalance - end of period$105 $116 Balance - end of period$130 $105 
(a)    Primarily relates to Dow Jones’ investment in an artificial intelligence-focused data analytics company during the nine months ended March 31, 2023.
(b)    During the nine months ended March 31, 2022, the Company reclassified its investment in an equity security from Level 3 to Level 1 within the fair value hierarchy as the investment became publicly traded in the first quarter of fiscal 2022. During the three months ended December 31, 2020, the Company reclassified its investment in Tremor from Level 3 to Level 1 within the fair value hierarchy, as the sale restrictions were expected to lapse within 12 months.
15

Table of Contents

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.
During the three months ended March 31, 2022, the Company entered into an interest rate swap derivative with a $500 million notional amount to exchange the floating rate interest component of its Term A Loans for a fixed rate of 2.083%. This interest rate swap derivative will be accounted for as a cash flow hedge under ASC 815, “Derivatives and Hedging”.
The Company formally designates qualifying derivatives as hedge relationships (“hedges”) and applies hedge accounting when considered appropriate. The Company does not use derivative financial instruments for trading or speculative purposes.
Derivatives are classified as current or non-current in the Balance Sheets based on their maturity dates. Refer to the table below for further details:
Balance Sheet LocationAs of
March 31, 2022
As of
June 30, 2021
(in millions)
Cross currency interest rate derivatives - fair value hedgesOther current assets$10 $— 
Cross currency interest rate derivativesOther current assets40 — 
Interest rate derivatives - cash flow hedgesOther non-current assets11 — 
Cross-currency interest rate derivatives - fair value hedgesOther non-current assets18 
Cross-currency interest rate derivativesOther non-current assets30 73 
Interest rate derivatives - cash flow hedgesOther current liabilities(3)(6)
Cross-currency interest rate derivativesOther current liabilities(1)— 
Interest rate derivatives - cash flow hedgesOther non-current liabilities— (3)
Cross-currency interest rate derivativesOther non-current liabilities(3)(13)
18

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet LocationAs of
March 31, 2023
As of
June 30, 2022
(in millions)
Interest rate derivatives - cash flow hedgesOther current assets$17 $
Foreign currency derivatives - cash flow hedgesOther current assets
Cross currency interest rate derivatives - fair value hedgesOther current assets— 11 
Cross currency interest rate derivativesOther current assets— 46 
Interest rate derivatives - cash flow hedgesOther non-current assets16 20 
Cross-currency interest rate derivatives - fair value hedgesOther non-current assets
Cross-currency interest rate derivativesOther non-current assets35 33 
Cash flow hedges
The Company utilizes a combination of foreign currency derivatives and interest rate derivatives to mitigate currency exchange rate risk and interest rate risk in relation to future interest and principal payments and payments for customer premise equipment and certain programming rights.
The total notional value of foreign currency contract derivatives designated for hedging was $32$42 million as of March 31, 2022.2023. The maximum hedged term over which the Company is hedging exposure to foreign currency fluctuations is less than one year. As of March 31, 2022,2023, the Company estimates that approximately $1 millionnil 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$550250 million and $500 million as of March 31, 20222023 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 March 2027. As of March 31, 2022,2023, the Company estimates that approximately $2$19 million of net derivative lossesgains related to its interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
Cash flow derivatives
The Company utilizes cross-currency interest rate derivatives to mitigate currency exchange and interest rate risk in relation to future interest and principal payments. The Company determined that these cash flow hedges no longer qualified as highly effective as of December 31, 2020 primarily due to changes in foreign exchange and interest rates. Amounts recognized in Accumulated other comprehensive loss during the periods the hedges were considered highly effective will continue to be reclassified out of Accumulated other comprehensive loss over the remaining term of the derivatives. Changes in the fair values of these derivatives will be recognized within Other, net in the Statements of Operations on a prospective basis.
16

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The total notional value of cross-currency interest rate swaps for which the Company discontinued hedge accounting was approximately $280$120 million as of March 31, 2022.2023. The maximum hedged term over which the Company is hedging exposure to variability in interest and principal payments is to July 2024. As of March 31, 2022,2023, the Company estimates that approximately $2$1 million of net derivative gains related to its cross-currency interest rate swap derivative cash flow hedges included in Accumulated other comprehensive loss will be reclassified into the Statements of Operations within the next 12 months.
The following tables present the impact that changes in the fair values had on Accumulated other comprehensive loss and the Statements of Operations during the three and nine months ended March 31, 20222023 and 20212022 for both derivatives designated as cash flow hedges that continue to be highly effective and derivatives initially designated as cash flow hedges but for which hedge accounting was discontinued as of December 31, 2020:
Gain (loss) recognized in Accumulated Other Comprehensive Loss for the three months ended March 31,(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the three months ended March 31,Income statement
location
2023202220232022
(in millions)
Foreign currency derivatives - cash flow hedges$— $(1)$$— Operating expenses
Cross-currency interest rate derivatives— — — (1)Interest expense, net
Interest rate derivatives - cash flow hedges(6)11 (5)(1)Interest expense, net
Total$(6)$10 $(4)$(2)
Gain (loss) recognized in Accumulated Other Comprehensive Loss for the three months ended March 31,(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the three months ended March 31,Income statement
location
2022202120222021
(in millions)
Foreign currency derivatives - cash flow hedges$(1)$$— $— Operating expenses
Cross-currency interest rate derivatives— — (1)(1)Interest expense, net
Interest rate derivatives - cash flow hedges11 — (1)Interest expense, net
Total$10 $$(2)$— 
19

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Gain (loss) recognized in Accumulated Other Comprehensive Loss for the nine months ended March 31,(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the nine months ended March 31,Income statement
location
Gain (loss) recognized in Accumulated Other Comprehensive Loss for the nine months ended March 31,(Gain) loss reclassified from Accumulated Other Comprehensive Loss for the nine months ended March 31,Income statement
location
20222021202220212023202220232022
(in millions)(in millions)
Foreign currency derivatives - cash flow hedgesForeign currency derivatives - cash flow hedges$— $$— $(1)Operating expensesForeign currency derivatives - cash flow hedges$(1)$— $$— Operating expenses
Cross-currency interest rate derivativesCross-currency interest rate derivatives— (15)(3)12 Interest expense, netCross-currency interest rate derivatives— — (1)(3)Interest expense, net
Interest rate derivatives - cash flow hedgesInterest rate derivatives - cash flow hedges17 (1)(3)Interest expense, netInterest rate derivatives - cash flow hedges15 17 (8)(3)Interest expense, net
TotalTotal$17 $(13)$(6)$15 Total$14 $17 $(8)$(6)
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 gain of approximately $1 million and $3 million for the three and nine months ended March 31, 2023, respectively, and a loss of approximately $12 million and a gain of approximately $5 million for the three and nine months ended March 31, 2022, respectively, and a gain of approximately $5 million and $7 million for the three and nine months ended March 31, 2021, respectively.
Fair value hedges
Borrowings 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 nine months ended March 31, 2022,2023, 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 March 31, 2022.2023. The maximum hedged term over which the Company is hedging exposure to variability in interest payments is to July 2024.
17

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
During the three and nine months ended March 31, 20222023 and 2021,2022, the amount recognized in the Statements of Operations on derivative instruments designated as fair value hedges related to the ineffective portion was nil and $1 million, respectively, and the Company excluded the currency basis from the changes in fair value of the derivative instruments from the assessment of hedge effectiveness.
The following sets forth the effect of fair value hedging relationships on hedged items in the Balance Sheets as of March 31, 20222023 and June 30, 2021:2022:
As of
March 31, 2022
As of
June 30, 2021
As of
March 31, 2023
As of
June 30, 2022
(in millions)(in millions)
Borrowings:Borrowings:Borrowings:
Carrying amount of hedged itemCarrying amount of hedged item$70 $71 Carrying amount of hedged item$28 $68 
Cumulative hedging adjustments included in the carrying amountCumulative hedging adjustments included in the carrying amountCumulative hedging adjustments included in the carrying amount— 
Other Fair Value Measurements
As of March 31, 2022,2023, the carrying value of the Company’s outstanding borrowings approximates the fair value. The 2022 Senior Notes, 2021 Senior Notes and U.S. private placement borrowings are classified as Level 2 and the remaining borrowings are classified as Level 3 in the fair value hierarchy.
20

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. EARNINGS (LOSS) PER SHARE
The following tables set forth the computation of basic and diluted earnings (loss) per share under ASC 260, “Earnings per Share”:
For the three months ended
March 31,
For the nine months ended
March 31,
For the three months ended
March 31,
For the nine months ended
March 31,
20222021202220212023202220232022
(in millions, except per share amounts)(in millions, except per share amounts)
Net incomeNet income$104 $96 $633 $404 Net income$59 $104 $219 $633 
Less: Net income attributable to noncontrolling interestsLess: Net income attributable to noncontrolling interests(22)(17)(120)(60)Less: Net income attributable to noncontrolling interests(9)(22)(62)(120)
Net income attributable to News Corporation stockholdersNet income attributable to News Corporation stockholders$82 $79 $513 $344 Net income attributable to News Corporation stockholders$50 $82 $157 $513 
Weighted-average number of shares of common stock outstanding - basicWeighted-average number of shares of common stock outstanding - basic588.8 590.8 590.9 590.3 Weighted-average number of shares of common stock outstanding - basic575.4 588.8 577.6 590.9 
Dilutive effect of equity awardsDilutive effect of equity awards3.3 3.7 2.8 2.3 Dilutive effect of equity awards2.5 3.3 2.0 2.8 
Weighted-average number of shares of common stock outstanding - dilutedWeighted-average number of shares of common stock outstanding - diluted592.1 594.5 593.7 592.6 Weighted-average number of shares of common stock outstanding - diluted577.9 592.1 579.6 593.7 
Net income attributable to News Corporation stockholders per share - basicNet income attributable to News Corporation stockholders per share - basic$0.14 $0.13 $0.87 $0.58 Net income attributable to News Corporation stockholders per share - basic$0.09 $0.14 $0.27 $0.87 
Net income attributable to News Corporation stockholders per share - dilutedNet income attributable to News Corporation stockholders per share - diluted$0.14 $0.13 $0.86 $0.58 Net income attributable to News Corporation stockholders per share - diluted$0.09 $0.14 $0.27 $0.86 
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. During March 2023, the Company amended and extended certain programming rights agreements. As a result, of the issuance of the 2022 Senior Notes during the three months ended March 31, 2022, the Company has presented its commitments associated with its borrowings and the related interest paymentsprogramming rights in the table below. See Note 6—Borrowings. The Company’s remaining commitments as of March 31, 20222023 have not changed significantly from the disclosures included in the 20212022 Form 10-K.
As of March 31, 2022
Payments Due by Period
Total
Less than 1
year
1-3 years3-5 years
More than 5
years
(in millions)
Borrowings(a)
2,740 276 864 1,591 
Interest payments on borrowings(b)
657 104 180 143 230 
Total commitments and contractual obligations$3,397 $380 $1,044 $152 $1,821 
________________________
(a)See Note 6—Borrowings. The table above does not include amounts related to10-K and the Company’s Term A Loan, asForm 10-Q for the amounts were drawn during the fourth quarter ended December 31, 2022.

18

Table of fiscal 2022.Contents
(b)
Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at March 31, 2022. Such rates are subject to change in future periods. See Note 6—Borrowings.
NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of March 31, 2023
Payments Due by Period
Total
Less than 1
year
1-3 years3-5 years
More than 5
years
(in millions)
Programming costs$1,461 $377 $539 $396 $149 
Contingencies
The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.
21

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company establishes an accrued liability for legal claims when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.
News America Marketing
In May 2020, the Company sold its News America Marketing business. In the transaction, the Company retained certain liabilities, including those arising from the legal proceedings with Insignia Systems, Inc. (“Insignia”) and Valassis Communications, Inc. (“Valassis”) described below.
Insignia Systems, Inc.
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”), 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 seekssought treble damages, injunctive relief and attorneys’ fees and costs. On August 14, 2019,In July 2022, the NAM Parties answeredparties agreed to settle the complaintlitigation 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.
19

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
U.K. Newspaper Matters
Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.
In connection with the separation of the Company from Twenty-First Century Fox, Inc. (“21st Century Fox”) on June 28, 2013, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after such date arising out of civil claims and investigations relating to the U.K.
22

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters are settled on an after-tax basis. In March 2019, as part of the separation of FOX Corporation (“FOX”) from 21st Century Fox, the Company, News Corp Holdings UK & Ireland, 21st Century Fox and FOX entered into a Partial Assignment and Assumption Agreement, pursuant to which, among other things, 21st Century Fox assigned, conveyed and transferred to FOX all of its indemnification obligations with respect to the U.K. Newspaper Matters.
The net expense related to the U.K. Newspaper Matters in Selling, general and administrative was $4 million and $3 million for both the three months ended March 31, 2023 and 2022, respectively, and 2021$13 million and $9 million and $8 million for the nine months ended March 31, 20222023 and 2021,2022, respectively. As of March 31, 2022,2023, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $63$123 million. The amount to be indemnified by FOX of approximately $66$122 million was recorded as a receivable in Other current assets on the Balance Sheet as of March 31, 2022.2023. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.
The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.
Other
The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable.
The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid; however,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 theits annual effective tax rate and applies that rate to its ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs.
For the three months ended March 31, 2023, the Company recorded income tax expense of $32 million on pre-tax income of $91 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by
20

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
foreign operations which are subject to higher tax rates and by valuation allowances recorded against tax benefits in certain businesses.
For the nine months ended March 31, 2023, the Company recorded income tax expense of $128 million on pre-tax income of $347 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 March 31, 2022, the Company recorded income tax expense of $29 million on pre-tax income of $133 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates, offset by the reversal of valuation allowances related to certain deferred tax assets.
For the nine months ended March 31, 2022, the Company recorded income tax expense of $199 million on pre-tax income of $832 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates, offset by the reversal of valuation allowances related to certain deferred tax assets and the lower tax impact related to the sale of REA Group’s Malaysia and Thailand businesses.
For the three months ended March 31, 2021, the Company recorded income tax expense of $43 million on pre-tax income of $139 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was primarily due to valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the impact of foreign operations which are subject to higher tax rates.
23

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended March 31, 2021, the Company recorded income tax expense of $153 million on pre-tax income of $557 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was primarily due to valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the impact of foreign operations which are subject to higher tax rates, offset by a remeasurement of deferred taxes in the U.K.
Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that deferred tax assets in certain foreign jurisdictions may not be realized and therefore, a valuation allowance has been established against those tax assets.
The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company is currently undergoing tax examinations in various U.S. state and foreign jurisdictions. The Company is currently undergoing an audit with the Internal Revenue Service for the fiscal year ended June 30, 2018.2018, as well as audits with certain U.S. states and foreign jurisdictions. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, the Company may need to accrue additional income tax expense and its liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.
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 1% stock repurchase excise tax is not expected to have a material impact on the Company’s results of operations.
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 $132$114 million and $131$132 million during the nine months ended March 31, 20222023 and 2021,2022, respectively, and received tax refunds of $3$13 million and $11$3 million, respectively.
21

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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.comRealtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM and AdvantageSM Pro products as well as its referral-based service, ReadyConnect ConciergeSM. Move also offers online tools and services to do-it-yourself landlords and tenants, as well as professional software and services products.tenants.
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 nearlyprovider. 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 operatesGroup’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.
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-partythird party providers.
24

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Dow Jones—The Dow Jones segment consists of Dow Jones, a global provider of news and business information, which distributes its content and data through a variety of media channels including newspapers, newswires, websites, applications, ormobile 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, Investor’s Business Daily and since February 2022, OPIS.
Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 17 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, 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 in the U.K. and Storyful, a social media content agency.
22

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other—The Other segment consists primarily of general corporate overhead expenses, costs related to the U.K. Newspaper Matters and transformation costsexpenses 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).
Segment information is summarized as follows:
For the three months ended
March 31,
For the nine months ended March 31,
2023202220232022
(in millions)
Revenues:
Digital Real Estate Services$363 $416 $1,170 $1,298 
Subscription Video Services477 494 1,441 1,502 
Dow Jones529 487 1,607 1,439 
Book Publishing515 515 1,533 1,678 
News Media563 580 1,695 1,794 
Other— — — — 
Total revenues$2,447 $2,492 $7,446 $7,711 
Segment EBITDA:
Digital Real Estate Services$102 $137 $349 $453 
Subscription Video Services68 79 269 279 
Dow Jones109 88 361 327 
Book Publishing61 67 151 259 
News Media34 39 111 184 
Other(54)(52)(162)(148)
Depreciation and amortization(183)(172)(536)(505)
Impairment and restructuring charges(25)(37)(65)(82)
Equity losses of affiliates(10)(4)(43)(10)
Interest expense, net(25)(25)(78)(68)
Other, net14 13 (10)143 
Income before income tax expense91 133 347 832 
Income tax expense(32)(29)(128)(199)
Net income$59 $104 $219 $633 

25
23

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Segment information is summarized as follows:
For the three months ended
March 31,
For the nine months ended March 31,
2022202120222021
(in millions)
Revenues:
Digital Real Estate Services$416 $351 $1,298 $980 
Subscription Video Services494 523 1,502 1,530 
Dow Jones487 421 1,439 1,253 
Book Publishing515 490 1,678 1,492 
News Media580 550 1,794 1,610 
Other— — — 
Total revenues$2,492 $2,335 $7,711 $6,866 
Segment EBITDA:
Digital Real Estate Services$137 $117 $453 $378 
Subscription Video Services79 91 279 293 
Dow Jones88 82 327 263 
Book Publishing67 80 259 255 
News Media39 184 52 
Other(52)(80)(148)(178)
Depreciation and amortization(172)(173)(505)(504)
Impairment and restructuring charges(37)(30)(82)(93)
Equity losses of affiliates(4)(5)(10)(9)
Interest expense, net(25)(12)(68)(32)
Other, net13 61 143 132 
Income before income tax expense133 139 832 557 
Income tax expense(29)(43)(199)(153)
Net income$104 $96 $633 $404 

As of
March 31, 2022
As of
June 30, 2021
As of
March 31, 2023
As of
June 30, 2022
(in millions)(in millions)
Total assets:Total assets:Total assets:
Digital Real Estate ServicesDigital Real Estate Services$3,069 $3,146 Digital Real Estate Services$2,887 $2,989 
Subscription Video ServicesSubscription Video Services3,514 3,515 Subscription Video Services2,871 3,082 
Dow JonesDow Jones3,963 2,798 Dow Jones4,275 4,368 
Book PublishingBook Publishing2,784 2,713 Book Publishing2,720 2,651 
News MediaNews Media2,198 2,209 News Media2,182 2,115 
Other(a)
Other(a)
1,327 2,039 
Other(a)
1,593 1,528 
InvestmentsInvestments564 351 Investments506 488 
Total assetsTotal assets$17,419 $16,771 Total assets$17,034 $17,221 
(a)The Other segment primarily includes Cash and cash equivalents.
26

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
As of
March 31, 2022
As of
June 30, 2021
As of
March 31, 2023
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 ServicesDigital Real Estate Services$1,862 $1,871 Digital Real Estate Services$1,785 $1,823 
Subscription Video ServicesSubscription Video Services1,552 1,612 Subscription Video Services1,328 1,394 
Dow JonesDow Jones3,097 1,995 Dow Jones3,310 3,346 
Book PublishingBook Publishing1,011 1,046 Book Publishing952 973 
News MediaNews Media303 308 News Media303 304 
Total Goodwill and intangible assets, netTotal Goodwill and intangible assets, net$7,825 $6,832 Total Goodwill and intangible assets, net$7,678 $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
March 31, 2022
As of
June 30, 2021
(in millions)
Receivables$1,606 $1,569 
Less: allowances(74)(71)
Receivables, net$1,532 $1,498 
Other Non-Current Assets
The following table sets forth the components of Other non-current assets:
As of
March 31, 2022
As of
June 30, 2021
(in millions)
Royalty advances to authors$392 $406 
Retirement benefit assets139 120 
Inventory(a)
303 279 
News America Marketing deferred consideration138 128 
Other480 514 
Total Other non-current assets$1,452 $1,447 
(a)Primarily consists of the non-current portion of programming rights.
As of
March 31, 2023
As of
June 30, 2022
(in millions)
Receivables$1,601 $1,569 
Less: allowances(61)(67)
Receivables, net$1,540 $1,502 
2724

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other Non-Current Assets
The following table sets forth the components of Other non-current assets:
As of
March 31, 2023
As of
June 30, 2022
(in millions)
Royalty advances to authors$391 $403 
Retirement benefit assets150 133 
Inventory(a)
273 268 
News America Marketing deferred consideration153 142 
Other444 438 
Total Other non-current assets$1,411 $1,384 
(a)Primarily consists of the non-current portion of programming rights.
Other Current Liabilities
The following table sets forth the components of Other current liabilities:
As of
March 31, 2022
As of
June 30, 2021
As of
March 31, 2023
As of
June 30, 2022
(in millions)(in millions)
Royalties and commissions payableRoyalties and commissions payable$265 $206 Royalties and commissions payable$255 $215 
Current operating lease liabilitiesCurrent operating lease liabilities144 143 Current operating lease liabilities113 139 
Allowance for sales returnsAllowance for sales returns190 190 Allowance for sales returns154 173 
Current tax payableCurrent tax payable31 30 Current tax payable14 18 
OtherOther461 504 Other447 430 
Total Other current liabilitiesTotal Other current liabilities$1,091 $1,073 Total Other current liabilities$983 $975 
Other, net
The following table sets forth the components of Other, net:
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021202220212023202220232022
(in millions)(in millions)
Remeasurement of equity securitiesRemeasurement of equity securities$(19)$33 $— $79 Remeasurement of equity securities$(2)$(19)$(16)$— 
Dividends received from equity security investmentsDividends received from equity security investments18 Dividends received from equity security investments18 
Gain on sale of businesses(a)
Gain on sale of businesses(a)
— 18 98 18 
Gain on sale of businesses(a)
— — — 98 
Gain on remeasurement of previously-held interest(b)
Gain on remeasurement of previously-held interest(b)
— — 
Gain on remeasurement of previously-held interest(b)
— — — 
Gain on dilution of PropertyGuru investment(c)(b)
Gain on dilution of PropertyGuru investment(c)(b)
15 — 15 — 
Gain on dilution of PropertyGuru investment(c)(b)
— 15 — 15 
OtherOther19 Other14 — 
Total Other, netTotal Other, net$13 $61 $143 $132 Total Other, net$14 $13 $(10)$143 
(a)During the nine months ended March 31, 2022, 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.
During the three and nine months ended March 31, 2021, Move sold the assets associated with its Top Producer professional software and service product and recognized an $18 million gain on the sale.
(b)     Relates to the acquisition of Elara (which was rebranded to REA India) in the nine months ended March 31, 2021.
(c)     During the three months ended March 31, 2022, PropertyGuru completed its merger with Bridgetown 2 Holdings Limited. REA Group recognized a gain of approximately $15 million resulting from its ownership dilution in the transaction. At March 31, 2022, REA Group held an ownership interest of 17.5% in PropertyGuru.
25

Table of Contents

NEWS CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Cash Flow Information
The following table sets forth the Company’s cash paid for taxes and interest:
For the nine months ended March 31,For the nine months ended March 31,
2022202120232022
(in millions)(in millions)
Cash paid for interestCash paid for interest$63 $41 Cash paid for interest$69 $63 
Cash paid for taxesCash paid for taxes$132 $131 Cash paid for taxes$114 $132 
2826


Table of Contents
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, the Company’s cost savings initiatives, including announced headcount reductions, 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, 202112, 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 20212022 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 20222023 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 nine months ended March 31, 20222023 and 2021.2022. 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 nine months ended March 31, 20222023 and 2021,2022, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2022.2023.
OVERVIEW OF THE COMPANY’S BUSINESSES
The Company manages and reports its businesses in the following six segments:
Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s 61.4% interest in REA Group and 80% interest in Move. The remaining 20% interest in Move is held by REA Group. REA
27


Table of Contents
Group is a market-leading digital media business specializing in property and is listed on the Australian Securities
29


Table of Contents
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.comRealtor.com®, a premier real estate information, advertising and services platform. Move offers real estate advertising solutions to agents and brokers, including its ConnectionsSM Plus, Market VIPSM and AdvantageSM Pro products as well as its referral-based service, ReadyConnect ConciergeSM. Move also offers online tools and services to do-it-yourself landlords and tenants, as well as professional software and services products.tenants.
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 nearlyprovider. 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 operatesGroup’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.
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-partythird 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, ormobile 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, Investor’s Business Daily and since February 2022, OPIS, as discussed below.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 in the U.K. and Storyful, a social media content agency.
Other—The Other segment consists primarily of general corporate overhead expenses, costs related to the U.K. Newspaper Matters (as defined in Note 10—Commitments and Contingencies to the Consolidated Financial Statements) and transformation costsexpenses associated with the Company’s ongoing cost reduction initiatives.
3028


Table of Contents
Other Business Developments
Term Loan A and Revolving Credit Facilities
On March 29, 2022, the Company terminated its existing unsecured $750 million revolving credit facility and entered into a new credit agreement (the “2022 Credit Agreement”) that provides for $1,250 million of unsecured credit facilities comprised of a $500 million unsecured term loan A credit facility (the “Term A Facility” and the loans under the Term A Facility are collectively referred to as “Term A Loans”) and a $750 million unsecured revolving credit facility (the “Revolving Facility” and, together with the Term A Facility, the “Facilities”) that can be used for general corporate purposes. See Note 6—Borrowings in the accompanying Consolidated Financial Statements.
The Company entered into an interest rate swap derivative to fix the floating rate interest component of its Term A Loans at 2.083%. See Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements.
The Company borrowed the full amount of the Term A Facility on March 31, 2022 (during the fourth quarter of fiscal 2022) and had not borrowed any funds under the Revolving Facility as of that date.
Acquisition of OPIS
In February 2022, the Company acquired 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 is a subsidiary of Dow Jones, and its results are included in the Dow Jones segment. See Note 3—Acquisitions in the accompanying Consolidated Financial Statements.
Senior Notes OfferingAcquisition of Base Chemicals
In FebruaryJune 2022, the Company issued $500 million of senior notes due 2032 (the “2022 Senior Notes”). The 2022 Senior Notes bear interest at a fixed rate of 5.125% per annum, payable in cash semi-annually on February 15 and August 15 of each year, commencing on August 15, 2022. The notes will mature on February 15, 2032. The Company is using the net proceeds from the offering for general corporate purposes, including to fund the acquisitions ofacquired the Base Chemicals and OPIS businesses. See Note 6—Borrowings in the accompanying Consolidated Financial Statements.
Agreement to acquire Base Chemicals
In December 2021, the Company entered into an agreement to acquire 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 ChemicalsCMA 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 acquisition of OPIS and enableenables 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 is expected to close in the fourth quarter 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
31


Table of Contents
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”),become a leading digital property technology company operating marketplaces in Southeast Asia, in exchange for all sharesprovider of REA Group’s entities in Malaysiabase chemicals information and Thailand. The transaction was completed after REA Group entered into an agreement to sellfurthers its 27% interest in its existing venture with 99.co. The transaction created agoal of building the 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.
In March 2022, PropertyGuru completed its merger with Bridgetown 2 Holdings Limited. As a result of the merger and subsequent investments made in connection with the transaction, REA Group’s ownership interest in PropertyGuru was diluted to 17.5% as of March 31, 2022 and a gain of approximately $15 million was recorded in Other, net.
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 the acquisition became effective and binding on Mortgage Choice shareholders on June 18, 2021 upon court approval. Mortgage Choice is a leading Australian mortgage brokingglobal 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.
Acquisition of 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.
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. IBDinformation platform for professionals. CMA is operated by Dow Jones, and its results are included withinin the Dow Jones segment.
Acquisition of 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. 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 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
In January 2023, the Company announced that it was engaged in discussions with CoStar Group, Inc. (“CoStar”) regarding a potential sale of its subsidiary, Move. In February 2023, the Company confirmed that it is no longer engaged in these discussions with CoStar.
Russian and Ukrainian conflict
The Company has takentakes extensive steps to ensure the safety of its journalists and other personnel in Ukraine and RussiaRussia. Despite these measures, a reporter for The Wall Street Journal was recently detained by Russian authorities while on assignment in the country. The Company has engaged legal counsel for the reporter and is working to secure his release. The Company will continue to closely monitor the situation in the region and provide support, as needed, to affected employees.region. While the Company has extremely limited business 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, the Company prioritizes the health, safety and well-being of its employees and will continue to support affected employees in the region. In addition to impacts on its personnel, the conflict has broadened inflationary pressures and a significantfurther escalation or expansion of the conflict's currentits scope or the related economic disruption could impact the Company's supply chain, broaden inflationary pressuresfurther 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 continues to implement cost savings initiatives, including an expected 5% headcount reduction, or around 1,250 positions, this calendar year. Decisions regarding the elimination of positions are ongoing and assessed based on the needs of the respective businesses. The Company
3229


Table of Contents
expects the majority of affected employees to be notified, and associated cash restructuring charges of approximately $90 million to $100 million to be recognized, in the second half of fiscal 2023. While it is still evaluating the estimated cost savings from these actions, the Company currently expects this to generate annualized gross cost savings of at least $160 million once completed, the majority of which will be reflected in fiscal 2024. See Note 4—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.
See Note 3—Acquisitions in the accompanying Consolidated Financial Statements for further discussion of the acquisitions discussed above.
RESULTS OF OPERATIONS
Results of Operations—For the three and nine months ended March 31, 20222023 versus the three and nine months ended March 31, 20212022
The following table sets forth the Company’s operating results for the three and nine months ended March 31, 20222023 as compared to the three and nine months ended March 31, 2021.2022.
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change
Change
20232022Change% Change20232022Change
Change
(in millions, except %)(in millions, except %)Better/(Worse)Better/(Worse)(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$1,099 $1,076 $23 %$3,248 $3,108 $140 %Circulation and subscription$1,122 $1,099 $23 %$3,318 $3,248 $70 %
AdvertisingAdvertising418 374 44 12 %1,342 1,154 188 16 %Advertising393 418 (25)(6)%1,263 1,342 (79)(6)%
ConsumerConsumer497 472 25 %1,615 1,436 179 12 %Consumer495 497 (2)— %1,474 1,615 (141)(9)%
Real estateReal estate316 291 25 %988 807 181 22 %Real estate272 316 (44)(14)%896 988 (92)(9)%
OtherOther162 122 40 33 %518 361 157 43 %Other165 162 %495 518 (23)(4)%
Total RevenuesTotal Revenues2,492 2,335 157 %7,711 6,866 845 12 %Total Revenues2,447 2,492 (45)(2)%7,446 7,711 (265)(3)%
Operating expensesOperating expenses(1,246)(1,186)(60)(5)%(3,769)(3,548)(221)(6)%Operating expenses(1,286)(1,246)(40)(3)%(3,853)(3,769)(84)(2)%
Selling, general and administrativeSelling, general and administrative(888)(851)(37)(4)%(2,588)(2,255)(333)(15)%Selling, general and administrative(841)(888)47 %(2,514)(2,588)74 %
Depreciation and amortizationDepreciation and amortization(172)(173)%(505)(504)(1)— %Depreciation and amortization(183)(172)(11)(6)%(536)(505)(31)(6)%
Impairment and restructuring chargesImpairment and restructuring charges(37)(30)(7)(23)%(82)(93)11 12 %Impairment and restructuring charges(25)(37)12 32 %(65)(82)17 21 %
Equity losses of affiliatesEquity losses of affiliates(4)(5)20 %(10)(9)(1)(11)%Equity losses of affiliates(10)(4)(6)**(43)(10)(33)**
Interest expense, netInterest expense, net(25)(12)(13)**(68)(32)(36)**Interest expense, net(25)(25)— — %(78)(68)(10)(15)%
Other, netOther, net13 61 (48)(79)%143 132 11 %Other, net14 13 %(10)143 (153)**
Income before income tax expenseIncome before income tax expense133 139 (6)(4)%832 557 275 49 %Income before income tax expense91 133 (42)(32)%347 832 (485)(58)%
Income tax expenseIncome tax expense(29)(43)14 33 %(199)(153)(46)(30)%Income tax expense(32)(29)(3)(10)%(128)(199)71 36 %
Net incomeNet income104 96 %633 404 229 57 %Net income59 104 (45)(43)%219 633 (414)(65)%
Less: Net income attributable to noncontrolling interestsLess: Net income attributable to noncontrolling interests(22)(17)(5)(29)%(120)(60)(60)(100)%Less: Net income attributable to noncontrolling interests(9)(22)13 59 %(62)(120)58 48 %
Net income attributable to News Corporation stockholdersNet income attributable to News Corporation stockholders$82 $79 $3 4 %$513 $344 $169 49 %Net income attributable to News Corporation stockholders$50 $82 $(32)(39)%$157 $513 $(356)(69)%
** not meaningful
Revenues— Revenues increased $157decreased $45 million, or 7%2%, and $845$265 million, or 12%3%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022.
The revenue increasedecrease for the three months ended March 31, 20222023 was primarily driven by increasesdecreases at the Digital Real Estate Services segment due to lower real estate revenues, the negative impact of foreign currency fluctuations and lower financial services revenue at REA Group and at the News Media and Subscription Video Services segments primarily due to the negative impacts of foreign currency fluctuations. The decreases were partially offset by higher revenues at the Dow Jones segment primarily due to the increase in circulation and subscription revenues, which includes the impacts from the acquisitions of IBD and OPIS and higher advertising revenues, at the Digital Real Estate Services segment primarily due to the acquisition of Mortgage Choice and higher real estate revenues, at the News Media segment primarily due to higher advertising and circulation and subscription revenues and at the Book Publishing segment primarily due to the acquisition of HMH Books and Media. The increases were partially offset by lower revenues at the Subscription Video Services segment due to the negative impact of foreign currency fluctuations.CMA. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $85$98 million, or 3%4%, for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
The revenue increasedecrease for the nine months ended March 31, 20222023 was driven in part by increases at the Digital Real Estate Services segment primarily due to higher real estate revenues and the acquisition of Mortgage Choice anddecrease at the Book Publishing segment primarily due to lower print and digital book sales in the acquisitionU.S. market, difficult frontlist comparisons, the impact of HMH Books
30


Table of Contents
Amazon’s reset of its inventory levels and Media.rightsizing of its warehouse footprint and the negative impact of foreign currency fluctuations. The increasedecrease was also attributable to the negative impact of foreign currency fluctuations at the News Media and Subscription Video Services segments and lower revenues at the Digital Real Estate Services segment driven by lower real estate revenues at Move, the negative impact of foreign currency fluctuations and lower financial services revenue at REA Group. These decreases were partially offset by higher revenues at the Dow Jones segment primarily due to the increase in circulation and subscription revenues, which includes the impacts from the acquisitions of IBD and OPIS and higher advertising revenues, as well as higher advertising and circulation and subscription revenues at the News Media segment. The increases were partially offset by the decline at the Subscription Video Services segment primarily due to lower residential and commercial subscription revenues and the negative impact of foreign currency fluctuations, partially offset by higher streaming and advertising revenues.CMA. The impact of foreign currency fluctuations of the
33


Table of Contents
U.S. dollar against local currencies resulted in a revenue decrease of $22$422 million, or 1%5%, for the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
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 $60$40 million, or 5%3%, and $221$84 million, or 6%2%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022.
The increase in operating expenses for the three months ended March 31, 20222023 was primarily driven by higher expenses at the Dow Jones segment due to the impact from recent acquisitions and at the Subscription Video Services segment due to higher sports programming rights costs. The increase was also driven by the Book Publishing segment due to the acquisition of HMH Books and Media and higher manufacturing, freight and freightdistribution costs relatedand the News Media segment due to the mix of titles and the$14 million impact of ongoing supply chainhigher pricing on newsprint costs and inflationary pressuresapproximately $13 million of higher costs for TalkTV and other digital investments, primarily at News Corp Australia. These increases were partially offset by the positive impact of foreign currency fluctuations at the News Media, Subscription Video Services and Book Publishing segments and cost savings initiatives at the News Media segment. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense decrease of $50 million, or 4%, for the three months ended March 31, 2023 as compared to the corresponding period of fiscal 2022.
The increase in operating expenses for the nine months ended March 31, 2023 was primarily driven by higher expenses at the Dow Jones segment due to the impact from recent acquisitions and higher employee costs and at the News Media segment primarily due to approximately $57 million of higher employeecosts for TalkTV and other digital investments, primarily at News Corp Australia, and the $55 million impact of higher pricing on newsprint costs, partially offset by the positive impact of foreign currency fluctuations and cost savings initiatives. The increases were partially offset by lower operating expenses at the Subscription Video Services segment driven by the positive impact of foreign currency fluctuations, partially offset by higher sports and entertainment programming rights costs, and at the Book Publishing segment driven by the positive impact of foreign currency fluctuations and the impact of lower sales volumes, partially offset by higher manufacturing, freight and distribution costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense decrease of $39$208 million, or 3%6%, for the threenine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.
The increase in operating expenses for the nine months ended March 31, 2022 was primarily driven by higher expenses at the Book Publishing segment due to the acquisition of HMH Books and Media and higher manufacturing and freight costs related to increased sales volumes, the mix of titles and the impact of ongoing supply chain and inflationary pressures and at the Dow Jones segment driven by higher employee costs and the acquisition of IBD. The increase in expenses was also driven by higher costs at the News Media segment primarily due to costs associated with TalkTV, News UK’s TV project, and higher print production costs in the U.K., as well as at the Digital Real Estate Services segment due to higher employee costs at Move. 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 continue to impact the Company’s cost base in the near term. The increased expenses were partially offset by lower expenses at the Subscription Video Services segment, primarily due to the absence of $57 million of additional sports programming rights and production costs recognized in the prior year that were deferred from fiscal 2020 due to the coronavirus pandemic (“COVID-19”), which was partially offset by increased sports programming rights costs due to the timing of noncomparable events in the current year. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense decrease of $9 million for the nine months ended March 31, 2022 as compared to the corresponding period of fiscal 2021.2022.
Selling, general and administrative— Selling, general and administrative increased $37decreased $47 million, or 4%5%, and $333$74 million, or 15%3%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022.
The increasedecrease in selling, general and administrative for the three months ended March 31, 20222023 was primarily driven by increasedthe positive impact of foreign currency fluctuations across segments, lower expenses at the Digital Real Estate Services segmentand Subscription Video Services segments due to the acquisition of Mortgage Choice and higher employeelower discretionary costs at both Move and REA GroupFoxtel, respectively, and lower expenses at the Dow Jones segment due to the acquisitionsabsence of IBD and OPIS, including $15 million in OPIS-related transaction costs. The increased expenses werecosts incurred in the corresponding period of fiscal 2022, partially offset by lower equity-based compensation costs in the Other segment largely related to stock price performance.higher expenses driven by recent acquisitions. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative decrease of $30$35 million, or 4%, for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
The increasedecrease in selling, general and administrative for the nine months ended March 31, 20222023 was primarily driven by increased expenses at the Digital Real Estate Services segment due to the acquisitionspositive impact of Mortgage Choiceforeign currency fluctuations across segments and Elara (which was rebranded to REA India), higherlower employee costs at both Move and REA Group and increased marketing expensethe Book Publishing segment. This impact was partially offset by higher expenses at Move. The increase was also driven by the Dow Jones segment due to the impact of recent acquisitions, partially offset by the absence of IBD and OPIS, including $19 million in OPIS-related transaction costs higher professional services fees and increased employee costs, byincurred in the corresponding period of fiscal 2022, at the News Media segment due to increased revenuesdriven by higher employee and marketing costs, partially offset by cost savings initiatives, and at the Subscription Video ServicesOther segment due to increased marketing and technology costs. The increased expenses were partially offset by lowerhigher equity-based compensation costs in the Other segment largely related to stock price performance.performance and $10 million of one-time costs related to the professional fees incurred by the Special Committee and the Company in connection with
31


Table of Contents
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 decrease of $9$148 million, or 6%, for the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
Depreciation and amortization— Depreciation and amortization expense decreased $1increased $11 million, or 1%6%, and increased $1$31 million, or 6%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal
34


Table of Contents
2021. For the three and nine months ended March 31, 2022, $10 million and $22 million, respectively, of lower depreciation expenseprimarily driven by the transition to digital and optimization of the Company’s printing operations was offset by $9 million and $23 million, respectively, of higher amortization expense resulting from intangible assets driven by the Company’s recent acquisitions. acquisitions. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a depreciation and amortization expense decrease of $7 million, or 4%, and $4$28 million, or 1%6%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022.
Impairment and restructuring charges— During the three and nine months ended March 31, 2023, the Company recorded restructuring charges of $25 million and $65 million, respectively. During the three and nine months ended March 31, 2022, the Company recorded restructuring charges of $22 million and $67 million, respectively.
During the three and nine months ended March 31, 2022, the Company recognized non-cash impairment charges of $15 million related to the write-down of fixed assets associated with the shutdown and anticipated sale of certain U.S. printing facilities at the Dow Jones segment.
During the three and nine months ended March 31, 2022, the Company recorded restructuring charges of $22 million and $67 million, respectively. During the three and nine months ended March 31, 2021, the Company recorded restructuring charges of $30 million and $93 million, respectively.
See Note 4—Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.
Equity losses of affiliates— Equity losses of affiliates decreasedincreased by $1$6 million and increased by $1$33 million for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022, primarily due to losses from an investment in an Australian sports wagering venture. See Note 5—Investments in the accompanying Consolidated Financial Statements.
Interest expense, net— Interest expense, net was flat and increased by $13 million and $36$10 million for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021,2022. The increase in the nine months ended March 31, 2023 was primarily driven by the issuance of $1 billion$500 million of senior notes in the fourth quarter of fiscal 2021 (the “2021 Senior Notes”) and $500 million of 2022 Senior Notesdue 2032 in the third quarter of fiscal 2022 (the “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 increased by $1 million, or 8%, and decreased by $48 million and increased by $11$153 million for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022. The decrease in the nine 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 expenseFor the three months ended March 31, 2023, the Company recorded income tax expense of $32 million on pre-tax income of $91 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 nine months ended March 31, 2023, the Company recorded income tax expense of $128 million on pre-tax income of $347 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 March 31, 2022, the Company recorded income tax expense of $29 million on pre-tax income of $133 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates offset by the reversal of valuation allowances related to certain deferred tax assets.
For the nine months ended March 31, 2022, the Company recorded income tax expense of $199 million on pre-tax income of $832 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The tax rate was impacted by foreign operations which are subject to higher tax rates offset by the reversal of valuation allowances related to certain deferred tax assets and the lower tax impact related to the sale of REA Group’s Malaysia and Thailand businesses.
For the three months ended March 31, 2021, the Company recorded income tax expense
32


Table of $43 million on pre-tax income of $139 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was primarily due to valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the impact of foreign operations which are subject to higher tax rates.Contents
For the nine months ended March 31, 2021, the Company recorded income tax expense of $153 million on pre-tax income of $557 million, resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was primarily due to valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the impact of foreign operations which are subject to higher tax rates, offset by a remeasurement of deferred taxes in the U.K.
Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that deferred tax assets in certain foreign jurisdictions may not be realized and therefore, a valuation allowance has been established against those tax assets. See Note 11—Income Taxes in the accompanying Consolidated Financial Statements.
Net income—Net income for the three and nine months ended March 31, 20222023 was $104$59 million and $633$219 million, respectively, compared to net income of $96$104 million and $404$633 million for the corresponding periods of fiscal 2021.2022.
35


Table of Contents
Net income for the three months ended March 31, 2022 increased2023 decreased by $8$45 million, or 43%, as compared to the corresponding period of fiscal 2021,2022, primarily driven by higherlower Total Segment EBITDA, higher depreciation and lower tax expense,amortization and higher losses from equity affiliates, partially offset by lower Other, netimpairment and higher interest expense.restructuring charges.
Net income for the nine months ended March 31, 2022 increased2023 decreased by $229$414 million, or 65%, as compared to the corresponding period of fiscal 2021,2022, primarily driven by higherlower Total Segment EBITDA higherand Other, net, higher losses from equity affiliates and lower impairmenthigher depreciation and restructuring charges,amortization, partially offset by higherlower income tax expense and higher interest expense.
Net income attributable to noncontrolling interests—Net income attributable to noncontrolling interests increaseddecreased by $5$13 million, or 29%59%, and increased by $60$58 million, or 100%48%, for the three and nine months ended March 31, 2022,2023, respectively, as compared to the corresponding periods of fiscal 2021.2022. The increase fordecrease in both the three and nine months ended March 31, 2022month periods was primarily driven by increasedlower earnings at REA Group, which includedwith the nine month period being impacted by 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
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).
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.
3633


Table of Contents
The following table reconciles Net income to Total Segment EBITDA for the three and nine months ended March 31, 20222023 and 2021:2022:
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021202220212023202220232022
(in millions)(in millions)(in millions)
Net incomeNet income$104 $96 $633 $404 Net income$59 $104 $219 $633 
Add:Add:Add:
Income tax expenseIncome tax expense29 43 199 153 Income tax expense32 29 128 199 
Other, netOther, net(13)(61)(143)(132)Other, net(14)(13)10 (143)
Interest expense, netInterest expense, net25 12 68 32 Interest expense, net25 25 78 68 
Equity losses of affiliatesEquity losses of affiliates10 Equity losses of affiliates10 43 10 
Impairment and restructuring chargesImpairment and restructuring charges37 30 82 93 Impairment and restructuring charges25 37 65 82 
Depreciation and amortizationDepreciation and amortization172 173 505 504 Depreciation and amortization183 172 536 505 
Total Segment EBITDATotal Segment EBITDA$358 $298 $1,354 $1,063 Total Segment EBITDA$320 $358 $1,079 $1,354 
The following tables set forth the Company’s Revenues and Segment EBITDA by reportable segment for the three and nine months ended March 31, 20222023 and 2021:2022:
For the three months ended March 31,
20232022
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$363 $102 $416 $137 
Subscription Video Services477 68 494 79 
Dow Jones529 109 487 88 
Book Publishing515 61 515 67 
News Media563 34 580 39 
Other— (54)— (52)
Total$2,447 $320 $2,492 $358 
For the three months ended March 31,
20222021
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$416 $137 $351 $117 
Subscription Video Services494 79 523 91 
Dow Jones487 88 421 82 
Book Publishing515 67 490 80 
News Media580 39 550 
Other— (52)— (80)
Total$2,492 $358 $2,335 $298 
For the nine months ended March 31,
20222021
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$1,298 $453 $980 $378 
Subscription Video Services1,502 279 1,530 293 
Dow Jones1,439 327 1,253 263 
Book Publishing1,678 259 1,492 255 
News Media1,794 184 1,610 52 
Other— (148)(178)
Total$7,711 $1,354 $6,866 $1,063 
For the nine months ended March 31,
20232022
(in millions)RevenuesSegment
EBITDA
RevenuesSegment
EBITDA
Digital Real Estate Services$1,170 $349 $1,298 $453 
Subscription Video Services1,441 269 1,502 279 
Dow Jones1,607 361 1,439 327 
Book Publishing1,533 151 1,678 259 
News Media1,695 111 1,794 184 
Other— (162)— (148)
Total$7,446 $1,079 $7,711 $1,354 
3734


Table of Contents
Digital Real Estate Services (17%(16% and 14%17% of the Company’s consolidated revenues in the nine months ended March 31, 20222023 and 2021,2022, respectively)
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change20232022Change% Change20232022Change% Change
(in millions, except %)(in millions, except %)Better/(Worse)Better/(Worse)(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$$$(3)(50)%$$22 $(13)(59)%Circulation and subscription$$$— — %$$$— — %
AdvertisingAdvertising33 31 %99 89 10 11 %Advertising35 33 %103 99 %
Real estateReal estate316 291 25 %988 807 181 22 %Real estate272 316 (44)(14)%896 988 (92)(9)%
OtherOther64 23 41 **202 62 140 **Other53 64 (11)(17)%162 202 (40)(20)%
Total RevenuesTotal Revenues416 351 65 19 %1,298 980 318 32 %Total Revenues363 416 (53)(13)%1,170 1,298 (128)(10)%
Operating expensesOperating expenses(48)(46)(2)(4)%(155)(134)(21)(16)%Operating expenses(48)(48)— — %(156)(155)(1)(1)%
Selling, general and administrativeSelling, general and administrative(231)(188)(43)(23)%(690)(468)(222)(47)%Selling, general and administrative(213)(231)18 %(665)(690)25 %
Segment EBITDASegment EBITDA$137 $117 $20 17 %$453 $378 $75 20 %Segment EBITDA$102 $137 $(35)(26)%$349 $453 $(104)(23)%
** not meaningful
For the three months ended March 31, 2022,2023, revenues at the Digital Real Estate Services segment increased $65decreased $53 million, or 19%13%, as compared to the corresponding period of fiscal 2021. At REA Group, revenues increased $572022. Revenues at Move decreased $29 million, or 30%17%, to $246$141 million for the three months ended March 31, 20222023 from $189$170 million in the corresponding period of fiscal 2021,2022, primarily driven by the continued impact of the macroeconomic environment on the housing market, including higher interest rates. The market downturn resulted in lower lead volumes, which decreased 30%, and lower transaction volumes. Revenues from the referral model, which includes the ReadyConnect Concierge℠ product, and the traditional lead generation product decreased due to the $38 million contribution from the acquisition of Mortgage Choice in the fourth quarter of fiscal 2021 and an increase in Australian residential depth revenue driven by strong national listings and price increases,these factors, partially offset by improved lead optimization. Revenues from the $16 million negative impactreferral model generated approximately 23% of foreign currency fluctuations. Revenues attotal Move increased $8revenues for the three months ended March 31, 2023 as compared to approximately 28% for the corresponding period of fiscal 2022. At REA Group, revenues decreased $24 million, or 5%10%, to $170$222 million for the three months ended March 31, 20222023 from $162$246 million in the corresponding period of fiscal 2021,2022, primarily due to the $13 million negative impact of foreign currency fluctuations, lower Australian residential revenues due to a decrease in national listings and lower financial services revenue driven by higher real estate revenues.lower settlements. The referral model benefited from higher average home values, partially offset by lower transaction volume, and generated 28% of total Move revenues. The traditional lead generation product benefited from higher contribution from Market VIPSM, a hybrid product offering, in addition to increased yield from ConnectionsSM Plus, partially offset by lower lead volume. These increasesdecreases were partially offset by the $3 million impact from the saleprice increases, increased penetration of Top Producer in the third quarter of fiscal 2021. Lead volumes declined 22%Premiere Plus, increased depth penetration for the three months ended March 31, 2022 as compared to the corresponding period of fiscal 2021.Australian residential products and higher revenues at REA India.
For the three months ended March 31, 2022,2023, Segment EBITDA at the Digital Real Estate Services segment increased $20decreased $35 million, or 17%26%, as compared to the corresponding period of fiscal 2021, primarily driven by the $21 million higher contribution from REA Group, including a $3 million contribution from the acquisition of Mortgage Choice,2022, mainly driven by the higherlower revenues discussed above, partially offset by higher employee costs at both Move and REA Group and the $7$5 million, or 4%, negative impact of foreign currency fluctuations.fluctuations and higher costs at REA India, partially offset by lower discretionary costs at Move.
For the nine months ended March 31, 2022,2023, revenues at the Digital Real Estate Services segment increased $318decreased $128 million, or 32%10%, as compared to the corresponding period of fiscal 2021.2022. Revenues at REA Group increased $254decreased $65 million, or 48%8%, to $779$714 million for the nine months ended March 31, 20222023 from $525$779 million in the corresponding period of fiscal 2021,2022, primarily due to the $122 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 and an $18 million increase from the acquisition of REA India in the second quarter of fiscal 2021, partially offset by the $9$59 million negative impact of foreign currency fluctuations. The impact of lower national listings on residential products and lower financial services revenue driven by lower settlements were largely offset by price increases, increased depth penetration for Australian residential and commercial products, increased penetration of Premiere Plus and higher revenues at REA India. Revenues at Move increased $64decreased $63 million, or 14%12%, to $519$456 million for the nine months ended March 31, 20222023 from $455$519 million in the corresponding period of fiscal 2021,2022, primarily driven by the continued 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 33%, 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 VIPSM in additiondecreased due to increased yield from ConnectionsSM Plus,these factors, partially offset by lowerimproved lead volume. Theoptimization. Revenues from the referral model benefited from higher average home values, partially offset by lower transaction volume, and generated 30%approximately 27% of total Move revenues. These increases were partially offset by the $12 million impact from the sale of Top Producer in the third quarter of fiscal 2021. Lead volumes declined 17%revenues for the nine months ended March 31, 20222023 as compared to approximately 30% in the corresponding period of fiscal 2021.2022.
For the nine months ended March 31, 2022,2023, Segment EBITDA at the Digital Real Estate Services segment increased $75decreased $104 million, or 20%23%, as compared to the corresponding period of fiscal 2021. The increase was2022, primarily driven by the $83 million higher contribution from REA Group, including a $6 million contribution from the acquisition of Mortgage Choice in the fourth quarter of fiscal 2021, mainly due to the higherlower revenues discussed above. The increase wasabove, the $27 million, or 6%, negative impact of foreign currency fluctuations and higher costs at REA India, partially offset by higher employeelower broker commissions at REA Group.
3835


Table of Contents
costs at Move and REA Group, $28 million of higher marketing costs at Move, the $9 million negative impact from the acquisition of REA India and the $4 million negative impact of foreign currency fluctuations.
Subscription Video Services (19% and 22% of the Company’s consolidated revenues in both the nine months ended March 31, 20222023 and 2021, respectively)2022)
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change20232022Change% Change20232022Change% Change
(in millions, except %)(in millions, except %)Better/(Worse)Better/(Worse)(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$434 $469 $(35)(7)%$1,307 $1,352 $(45)(3)%Circulation and subscription$419 $434 $(15)(3)%$1,249 $1,307 $(58)(4)%
AdvertisingAdvertising51 46 11 %165 151 14 %Advertising49 51 (2)(4)%160 165 (5)(3)%
OtherOther13 %30 27 11 %Other— — %32 30 %
Total RevenuesTotal Revenues494 523 (29)(6)%1,502 1,530 (28)(2)%Total Revenues477 494 (17)(3)%1,441 1,502 (61)(4)%
Operating expensesOperating expenses(316)(333)17 %(937)(971)34 %Operating expenses(323)(316)(7)(2)%(921)(937)16 %
Selling, general and administrativeSelling, general and administrative(99)(99)— — %(286)(266)(20)(8)%Selling, general and administrative(86)(99)13 13 %(251)(286)35 12 %
Segment EBITDASegment EBITDA$79 $91 $(12)(13)%$279 $293 $(14)(5)%Segment EBITDA$68 $79 $(11)(14)%$269 $279 $(10)(4)%
For the three months ended March 31, 2022,2023, revenues at the Subscription Video Services segment decreased $29$17 million, or 6%3%, as compared to the corresponding period of fiscal 20212022 due to the negative impact of foreign currency fluctuations, as the $29fluctuations. The $26 million increase in streaming revenues, primarily fromdue to increased volume and pricing at Kayo and BINGEand Kayo, and higher advertising revenues, more than offset lower residential subscription revenues resulting from fewer residential broadcast subscribers. Foxtel Group streaming subscription revenues represented approximately 20%26% of total circulation and subscription revenues for the three months ended March 31, 2023 as compared to 20% 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 $35$28 million, or 7%5%, for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
For the three months ended March 31, 2022,2023, Segment EBITDA decreased $12$11 million, or 13%14%, as compared to the corresponding period of fiscal 2021, primarily due to2022, including the lower revenues discussed above, higher entertainment and$4 million, or 5%, negative impact of foreign currency fluctuations. Higher sports programming rights costs higher investment spending on streaming products, mainly in marketing, the negative $5 million impact of foreign currency fluctuationsdue to contractual increases and higher technology costs,enhanced digital rights were partially offset by lower professional services coststhe revenue drivers discussed above and lower employee costs due to reduced headcount.marketing and transmission costs.
For the nine months ended March 31, 2022,2023, revenues at the Subscription Video Services segment decreased $28$61 million, or 2%4%, as compared to the corresponding period of fiscal 2021, as2022 due to the $81negative impact of foreign currency fluctuations. The $89 million increase in streaming revenues, primarily fromdue to increased volume and pricing at Kayo and BINGE, and Kayo, and higher advertisingthe $24 million increase in commercial subscription revenues weredue to the absence of COVID-19 related restrictions imposed in fiscal 2022 more than offset by lower residential subscription revenues resulting from fewer residential broadcast subscribers, the negative impact of foreign currency fluctuations and the $7 million decline in commercial subscription revenues due to COVID-19 related restrictions within certain states in Australia in the first half of fiscal 2022.subscribers. Foxtel Group streaming subscription revenues represented approximately 19%26% of total circulation and subscription revenues for the nine months ended March 31, 2023 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 $19$120 million, or 1%8%, for the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
For the nine months ended March 31, 2022,2023, Segment EBITDA decreased $14$10 million, or 5%4%, as compared to the corresponding period of fiscal 2021, primarily2022 due to the decline in revenues discussed above, higher sports and entertainment programming rights costs in the current period, higher investment spending on streaming products, mainly in marketing, and higher technology costs, partially offset by the absence$23 million, or 9%, negative impact of $57 million of additionalforeign currency fluctuations. 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-19contractual increases, enhanced digital rights and lower employeethe timing of sporting events, primarily motorsports, and higher entertainment programming rights costs due to reduced headcount.the availability of content were more than offset by the revenue drivers discussed above and lower transmission costs.
3936


Table of Contents
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 nine months ended March 31, 20222023 and 20212022 (see the Company’s 20212022 Form 10-K for further detail regarding these performance indicators):
As of March 31,As of March 31,
2022202120232022
(in 000's)(in 000's)
Broadcast SubscribersBroadcast SubscribersBroadcast Subscribers
Residential(a)
Residential(a)
1,522 1,711 
Residential(a)
1,369 1,522 
Commercial(b)
Commercial(b)
240 235 
Commercial(b)
233 240 
Streaming Subscribers (Total (Paid))(c)
Streaming Subscribers (Total (Paid))(c)
Streaming Subscribers (Total (Paid))(c)
KayoKayo1,209 (1,151 paid)914 (851 paid)Kayo1,332 (1,309 paid)1,209 (1,151 paid)
BINGEBINGE1,305 (1,212 paid)679 (516 paid)BINGE1,529 (1,484 paid)1,305 (1,212 paid)
Foxtel NowFoxtel Now215 (206 paid)238 (228 paid)Foxtel Now178 (171 paid)215 (206 paid)
Total Subscribers (Total (Paid))(d)
Total Subscribers (Total (Paid))(d)
4,509 (4,338 paid)3,777 (3,541 paid)
Total Subscribers (Total (Paid))(d)
4,662 (4,585 paid)4,509 (4,338 paid)
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021202220212023202220232022
Broadcast ARPU(e)
Broadcast ARPU(e)
A$82 (US$59)A$80 (US$62)A$82 (US$60)A$80 (US$59)
Broadcast ARPU(e)
A$84 (US$57)A$82 (US$59)A$83 (US$56)A$82 (US$60)
Broadcast Subscriber Churn(f)
Broadcast Subscriber Churn(f)
14.3%20.1%13.8%17.3%
Broadcast Subscriber Churn(f)
12.3%14.3%13.2%13.8%
(a)    Subscribing households throughout Australia as of March 31, 20222023 and 2021.2022.
(b)    Commercial subscribers throughout Australia as of March 31, 20222023 and 2021.2022. 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 March 31, 20222023 and 2021.2022. Paid subscribers excludes customers receiving service for no charge under certain new subscriber promotions.
(d)    Total subscribers consists of Foxtel’sFoxtel Group’s broadcast and streaming services listed above and as of March 31, 2022, Flash.its news aggregation streaming service.
(e)    Average monthly broadcast residential subscription revenue per user (excluding Optus) (Broadcast ARPU) for the three and nine months ended March 31, 20222023 and 2021.2022.
(f)    Broadcast residential subscriber churn rate (excluding Optus) (Broadcast Subscriber Churn) for the three and nine months ended March 31, 20222023 and 2021.2022. 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.
Dow Jones (19%21% and 18%19% of the Company’s consolidated revenues in the nine months ended March 31, 20222023 and 2021,2022, respectively)
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change20232022Change% Change20232022Change% Change
(in millions, except %)(in millions, except %)Better/(Worse)Better/(Worse)(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$377 $329 $48 15 %$1,082 $959 $123 13 %Circulation and subscription$426 $377 $49 13 %$1,257 $1,082 $175 16 %
AdvertisingAdvertising102 85 17 20 %333 270 63 23 %Advertising88 102 (14)(14)%313 333 (20)(6)%
OtherOther14 %24 24 — — %Other15 88 %37 24 13 54 %
Total RevenuesTotal Revenues487 421 66 16 %1,439 1,253 186 15 %Total Revenues529 487 42 9 %1,607 1,439 168 12 %
Operating expensesOperating expenses(208)(187)(21)(11)%(600)(571)(29)(5)%Operating expenses(234)(208)(26)(13)%(704)(600)(104)(17)%
Selling, general and administrativeSelling, general and administrative(191)(152)(39)(26)%(512)(419)(93)(22)%Selling, general and administrative(186)(191)%(542)(512)(30)(6)%
Segment EBITDASegment EBITDA$88 $82 $6 7 %$327 $263 $64 24 %Segment EBITDA$109 $88 $21 24 %$361 $327 $34 10 %
For the three months ended March 31, 2022,2023, revenues at the Dow Jones segment increased $66$42 million, or 16%9%, as compared to the corresponding period of fiscal 2021,2022, primarily driven by the increase indue to higher circulation and subscription revenues driven by the $20$27 million impactand $19 million impacts from the acquisitionacquisitions of IBDOPIS and CMA in the third and fourth quarterquarters of fiscal 2021, higher advertising revenues and the $10 million2022, respectively,
4037


Table of Contents
impact frompartially offset by the acquisition of OPIS which closed on February 28, 2022.decrease in advertising revenues. Digital revenues at the Dow Jones segment represented 76%79% of total revenues for the three months ended March 31, 2022,2023, as compared to 74%76% 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 $3$4 million for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
For the nine months ended March 31, 2022,2023, revenues at the Dow Jones segment increased $186$168 million, or 15%12%, as compared to the corresponding period of fiscal 2021,2022, primarily driven by the increase indue to higher circulation and subscription revenues driven by the $58$97 million impactand $55 million impacts from the acquisitionacquisitions of IBDOPIS and CMA in the third and fourth quarterquarters of fiscal 2021, higher2022, respectively, partially offset by the decrease in advertising revenues and the $10 million impact from the acquisition of OPIS which closed on February 28, 2022.revenues. Digital revenues at the Dow Jones segment represented 74%78% of total revenues for the nine months ended March 31, 2022,2023, as compared to 72%74% 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 $2$19 million, or 1%, for the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
Circulation and subscription revenues
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change20232022Change% Change20232022Change% 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 otherCirculation and other$236 $204 $32 16 %$685 $604 $81 13 %Circulation and other$231 $236 $(5)(2)%$697 $685 $12 %
Professional information businessProfessional information business141 125 16 13 %397 355 42 12 %Professional information business195 141 54 38 %560 397 163 41 %
Total circulation and subscription revenuesTotal circulation and subscription revenues$377 $329 $48 15 %$1,082 $959 $123 13 %Total circulation and subscription revenues$426 $377 $49 13 %$1,257 $1,082 $175 16 %
Circulation and subscription revenues increased $48$49 million, or 15%13%, during the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021. Circulation and other2022. Professional information business revenues increased $32$54 million, or 16%38%, primarily driven by the $18acquisitions of OPIS and CMA and the $9 million impactincrease in Risk & Compliance revenues. Circulation and other revenues decreased $5 million, or 2%, driven by print circulation declines and lower revenues from the acquisition of IBD, and thepartially offset by growth in digital-only subscriptions, primarily at The Wall Street Journal. Digital revenues represented 68%69% of circulation revenue for the three months ended March 31, 2022,2023, as compared to 64%68% in the corresponding period of fiscal 2021. Professional information business revenues increased $16 million, or 13%, primarily driven by the $10 million impact from the acquisition of OPIS and an increase of $6 million in Risk & Compliance revenues.2022.
Circulation and subscription revenues increased $123$175 million, or 13%16%, during the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022. Professional information business revenues increased $163 million, or 41%, primarily driven by the acquisitions of OPIS and CMA and the $19 million increase in Risk & Compliance revenues. Circulation and other revenues increased $81$12 million, or 13%2%, primarily driven by the $52 million impact from the acquisition of IBD and the growth in digital-only subscriptions, primarily at The Wall Street Journaland Barron’s Group., partially offset by print circulation declines. Digital revenues represented 67%69% of circulation revenue for the nine months ended March 31, 2022,2023, as compared to 63%67% in the corresponding period of fiscal 2021. Professional information business revenues increased $42 million, or 12%, primarily driven by an increase of $25 million in Risk & Compliance revenues and the $10 million impact from the acquisition of OPIS.2022.
The following table summarizes average daily consumer subscriptions during the three months ended March 31, 20222023 and 20212022 for select publications and for all consumer subscription products.(a)
For the three months ended March 31(b),
20222021Change% Change
(in thousands, except %)Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)
3,036 2,625 411 16 %
Total subscriptions3,718 3,382 336 10 %
Barron’s Group(d)
Digital-only subscriptions(c)
810 674 136 20 %
Total subscriptions1,008 887 121 14 %
Total Consumer(e)
Digital-only subscriptions(c)
3,941 3,299 642 19 %
Total subscriptions4,848 4,269 579 14 %
________________________
For the three months ended March 31(b),
20232022Change% Change
(in thousands, except %)Better/(Worse)
The Wall Street Journal
Digital-only subscriptions(c)
3,299 3,036 263 %
Total subscriptions3,888 3,718 170 %
Barron’s Group(d)
Digital-only subscriptions(c)
969 810 159 20 %
Total subscriptions1,128 1,008 120 12 %
Total Consumer(e)
Digital-only subscriptions(c)
4,347 3,941 406 10 %
Total subscriptions5,117 4,848 269 %
(a)Based on internal data for the periods from January 2, 2023 through April 2, 2023 and December 27, 2021 through March 27, 2022, and December 28, 2020 through March 28, 2021, respectively, with independent verification procedures over global total sales and subscriptions providedperformed by PricewaterhouseCoopers LLP UK.
4138


Table of Contents
(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 March 31, 2022, Investor’s Business Daily.
Advertising revenues
Advertising revenues increased $17decreased $14 million, or 20%14%, during the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021,2022, mainly driven by the $11 million increasedecrease in digital advertising revenues driven by higher average yieldsprimarily due to lower advertising spend within the technology sector and the $6$3 million increasedecrease in print advertising revenues primarily at The Wall Street Journal due to lower advertising spend within the ongoing recovery from COVID-19.technology and finance sectors. Digital advertising represented 62%59% of advertising revenue for the three months ended March 31, 2022,2023, as compared to 61%62% in the corresponding period of fiscal 2021.2022.
Advertising revenues increased $63decreased $20 million, or 23%6%, during the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022, driven by the $13 million decrease in print advertising revenues primarily at The Wall Street Journal due to lower advertising spend within the finance and technology sectors and the $7 million decrease in digital advertising revenues primarily due to lower advertising spend within the technology sector. Digital advertising revenues increased by $38 million, driven by higher average yields, and represented 59%61% of advertising revenue for both the nine months ended March 31, 2022 and2023, as compared to 59% in the corresponding period of fiscal 2021. The increase in advertising revenues was also due to the $25 million increase in print advertising revenues driven by the ongoing recovery from COVID-19.2022.
Segment EBITDA
For the three months ended March 31, 2022,2023, Segment EBITDA at the Dow Jones segment increased $6 million, or 7%, as compared to the corresponding period of fiscal 2021, including $5 million and $3 million contributions from the acquisitions of IBD and OPIS, respectively, primarily due to the increased revenues discussed above, partially offset by increased employee costs, $15 million of OPIS-related transaction costs and higher professional services fees.
For the nine months ended March 31, 2022, Segment EBITDA at the Dow Jones segment increased $64$21 million, or 24%, as compared to the corresponding period of fiscal 2021,2022, including $15the $9 million and $3$8 million contributions from the acquisitions of IBDOPIS and OPIS,CMA, respectively, primarily due to the increase in revenues discussed above partially offset by increased employee costs, $19and the absence of $15 million of OPIS-related transaction costs incurred in the corresponding period of fiscal 2022, partially offset by $21 million of higher employee costs due to recent acquisitions and $6 million of higher professional services fees.marketing costs, partly due to the increase in the number of in-person conferences and events.
Book Publishing (22% of the Company’s consolidated revenues in bothFor the nine months ended March 31, 2022 and 2021)
For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Consumer$497 $472 $25 %$1,615 $1,436 $179 12 %
Other18 18 — — %63 56 13 %
Total Revenues515 490 25 5 %1,678 1,492 186 12 %
Operating expenses(359)(309)(50)(16)%(1,137)(960)(177)(18)%
Selling, general and administrative(89)(101)12 12 %(282)(277)(5)(2)%
Segment EBITDA$67 $80 $(13)(16)%$259 $255 $4 2 %
For the three months ended March 31, 2022, revenues2023, Segment EBITDA at the Book PublishingDow Jones segment increased $25$34 million, or 5%10%, as compared to the corresponding period of fiscal 2021, primarily driven by2022, including the $35$33 million contributionand $21 million contributions from the acquisitionacquisitions of HMH BooksOPIS and MediaCMA, respectively, primarily due to the increase in revenues discussed above and the absence of $19 million of OPIS-related transaction costs incurred in the fourth quartercorresponding period of fiscal 2021 and strength from new releases such as Red-Handed by Peter Schweizer and The Paris Apartment by Lucy Foley,2022, partially offset by a $14$99 million impact from lower salesof higher employee costs primarily due to recent acquisitions and $19 million of higher marketing costs.
Book Publishing (21% and 22% of the Bridgerton series and lower salesCompany’s consolidated revenues in the Children’snine months ended March 31, 2023 and foreign language publishing categories. Digital sales decreased by 6% as compared2022, respectively)
For the three months ended March 31,For the nine months ended March 31,
20232022Change% Change20232022Change% Change
(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:
Consumer$495 $497 $(2)— %$1,474 $1,615 $(141)(9)%
Other20 18 11 %59 63 (4)(6)%
Total Revenues515 515   %1,533 1,678 (145)(9)%
Operating expenses(365)(359)(6)(2)%(1,123)(1,137)14 %
Selling, general and administrative(89)(89)— — %(259)(282)23 %
Segment EBITDA$61 $67 $(6)(9)%$151 $259 $(108)(42)%
4239


Table of Contents
For the three months ended March 31, 2023, revenues at the Book Publishing segment were flat as compared to the corresponding period of fiscal 2021 due2022, as higher sales of Christian Publishing titles were offset by the negative impact of foreign currency fluctuations. Digital sales decreased by 3% as compared to the corresponding period of fiscal 2022 driven by lower e-book sales, partially offset by growth in downloadable audiobooks.sales. Digital sales represented approximately 23% of consumer revenues, which was in line with the corresponding period of fiscal 2022, and backlist sales represented approximately 60% of total revenues during the three months ended March 31, 2022.2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $6$11 million, or 1%2%, for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
For the three months ended March 31, 2022,2023, Segment EBITDA at the Book Publishing segment decreased $13$6 million, or 16%9%, as compared to the corresponding period of fiscal 2021, including a $3 million contribution from the acquisition of HMH Books and Media,2022, primarily due to higher manufacturing, freight and freightdistribution costs related to the mix of titles and the impact from ongoing supply chain, inventory and inflationary pressures.pressures, partially offset by lower employee costs. 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, begun to reduce headcount and continues to evaluate its cost base.
For the nine months ended March 31, 2022,2023, revenues at the Book Publishing segment increased $186decreased $145 million, or 12%9%, as compared to the corresponding period of fiscal 2021,2022, primarily driven by the $135 million contribution from the acquisition of HMH Bookslower print and Mediadigital book sales primarily in the fourth quarterU.S. market, difficult frontlist comparisons, Amazon’s reset of fiscal 2021, increasedits inventory levels and rightsizing of its warehouse footprint, which negatively impacted print book sales, inand the U.K., higher revenues in the General Books category, which benefited from the releasesnegative impact of Twelve and a Half by Gary Vaynerchuk, The Pioneer Woman Cooks: Super Easy! by Ree Drummond and The Storyteller by Dave Grohl, and increased Christian Publishing sales driven by the ongoing recovery of certain distribution channels from COVID-19, partially offset by a $9 million impact from lower sales of the Bridgerton series.foreign currency fluctuations. Digital sales increaseddecreased by 2% as compared to the corresponding period of fiscal 20212022 due to lower e-book sales, partially offset by growth in downloadable audiobooks, partially offset by lower sales of e-books.audiobooks. Digital sales represented approximately 20%22% of consumer revenues, as compared to 20% in the corresponding period of fiscal 2022, and backlist sales represented approximately 60% of total revenues during the nine months ended March 31, 2022.2023. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increasedecrease of $2$55 million, or 4%, for the nine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
For the nine months ended March 31, 2022,2023, Segment EBITDA at the Book Publishing segment increased $4decreased $108 million, or 2%42%, as compared to the corresponding period of fiscal 2021, including a $19 million contribution from2022, primarily due to the acquisition of HMH Books and Media, as the higherlower revenues discussed above were more than offset byand higher manufacturing, freight and freightdistribution costs related to increased sales volumes, the mix of titles and the impact from ongoing supply chain, inventory and inflationary pressures.pressures, partially offset by lower costs due to lower sales volumes and lower employee costs.
News Media (23% and 24% of the Company’s consolidated revenues in both the nine months ended March 31, 20222023 and 2021, respectively)2022)
For the three months ended March 31,For the nine months ended March 31,For the three months ended March 31,For the nine months ended March 31,
20222021Change% Change20222021Change% Change20232022Change% Change20232022Change% Change
(in millions, except %)(in millions, except %)Better/(Worse)Better/(Worse)(in millions, except %)Better/(Worse)Better/(Worse)
Revenues:Revenues:Revenues:
Circulation and subscriptionCirculation and subscription$285 $272 $13 %$850 $775 $75 10 %Circulation and subscription$274 $285 $(11)(4)%$803 $850 $(47)(6)%
AdvertisingAdvertising232 212 20 %745 644 101 16 %Advertising221 232 (11)(5)%687 745 (58)(8)%
OtherOther63 66 (3)(5)%199 191 %Other68 63 %205 199 %
Total RevenuesTotal Revenues580 550 30 5 %1,794 1,610 184 11 %Total Revenues563 580 (17)(3)%1,695 1,794 (99)(6)%
Operating expensesOperating expenses(315)(311)(4)(1)%(940)(912)(28)(3)%Operating expenses(316)(315)(1)— %(949)(940)(9)(1)%
Selling, general and administrativeSelling, general and administrative(226)(231)%(670)(646)(24)(4)%Selling, general and administrative(213)(226)13 %(635)(670)35 %
Segment EBITDASegment EBITDA$39 $8 $31 **$184 $52 $132 **Segment EBITDA$34 $39 $(5)(13)%$111 $184 $(73)(40)%
** not meaningful
Revenues at the News Media segment increased $30decreased $17 million, or 5%3%, for the three months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022. Advertising revenues increased $20decreased $11 million as compared to the corresponding period of fiscal 2021,2022, driven by the $15 million negative impact of foreign currency fluctuations, partially offset by digital advertising growth across key mastheadsat News UK and higher revenuesprint advertising growth at Wireless Group.News Corp Australia. Circulation and subscription revenues increased $13decreased $11 million as compared to the corresponding period of fiscal 2021,2022, driven by the $21 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 $42 million, or 7%, for the three months ended March 31, 2023 as compared to the corresponding period of fiscal 2022.
Segment EBITDA at the News Media segment decreased by $5 million, or 13%, for the three months ended March 31, 2023 as compared to the corresponding period of fiscal 2022, including the $4 million, or 10%, negative impact of foreign currency fluctuations, primarily due to the lower revenues discussed above, the $14 million impact of higher content licensing revenues, mainlypricing on newsprint costs
40


Table of Contents
and approximately $13 million of higher costs related to TalkTV and other digital investments, primarily at News Corp Australia, 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 $99 million, or 6%, for the nine months ended March 31, 2023 as compared to the corresponding period of fiscal 2022. Advertising revenues decreased $58 million as compared to the corresponding period of fiscal 2022, driven by the $64 million negative impact of foreign currency fluctuations. Digital advertising growth at News UK and print advertising growth at News Corp Australia were partially offset by the decline in print advertising at News UK. Circulation and subscription revenues decreased $47 million as compared to the corresponding period of fiscal 2022, driven by the $84 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 decrease of $25$169 million, or 5%10%, for the threenine months ended March 31, 20222023 as compared to the corresponding period of fiscal 2021.2022.
Segment EBITDA at the News Media segment improveddecreased by $31$73 million, or 40%, for the nine months ended March 31, 2023 as compared to the corresponding period of fiscal 2022, including the $11 million, or 6%, negative impact of foreign currency fluctuations, primarily due to the lower revenues discussed above, approximately $57 million of higher costs related to TalkTV and other digital investments, primarily at News Corp Australia, the $55 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 $242 million for the three months ended March 31, 2022 as2023, a decrease of $13 million, or 5%, compared to revenues of $255 million in the corresponding period of fiscal 2021, primarily due to higher contributions from News Corp Australia of $25 million, Wireless Group of $6 million and News UK of $5 million mainly driven by the higher revenues described above,
43


Table of Contents
partially offset by costs associated with TalkTV. The Company expects to incur incremental costs of at least $20 million in the fourth quarter of fiscal 2022 compared to the prior year, relating to product investments across the segment, including TalkTV.
Revenues at the News Media segment increased $184 million, or 11%, for the nine months ended March 31, 2022 as compared to the corresponding period of fiscal 2021. Advertising revenues increased $101 million as compared to the corresponding period of fiscal 2021, driven by digital advertising growth across key mastheads, print advertising growth at News UK and higher revenues at Wireless Group.2022. Circulation and subscription revenues increased $75decreased $7 million as compareddue to the corresponding period$7 million negative impact of fiscal 2021, drivenforeign currency fluctuations, as print volume declines were offset by higher content licensing revenues, primarily at News Corp Australia, digital subscriber growth across key mastheads and cover price increases partiallyand digital subscriber growth. Advertising revenues decreased $6 million due to the $6 million negative impact of foreign currency fluctuations, as lower digital advertising revenues were offset by higher print volume declines. Other revenues for the nine months ended March 31, 2022 increased $8 million as compared to the corresponding period of fiscal 2021, primarily driven by increased revenues at News Corp Australia, partially offset by lower revenues at News UK.advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increasedecrease of $6$15 million, or 6%, for the three months ended March 31, 2023 as compared to the corresponding period of fiscal 2022.
Revenues were $749 million for the nine months ended March 31, 2023, a decrease of $47 million, or 6%, compared to revenues of $796 million in the corresponding period of fiscal 2022. Circulation and subscription revenues decreased $23 million due to the $27 million negative impact of foreign currency fluctuations and print volume declines, partially offset by cover price increases, digital subscriber growth and higher content licensing revenues. Advertising revenues decreased $21 million due to the $26 million negative impact of foreign currency fluctuations and lower digital advertising revenues, partially offset by higher print advertising revenues, as the first quarter of fiscal 2022 was impacted by 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 decrease of $61 million, or 8%, for the nine months ended March 31, 2023 as compared to the corresponding period of fiscal 2021.
Segment EBITDA at the News Media segment improved by $132 million for the nine months ended March 31, 2022 as compared to the corresponding period of fiscal 2021, primarily due to higher contributions from News Corp Australia of $86 million and News UK of $38 million mainly driven by the higher revenues described above, as well as increased contributions of $15 million and $10 million from Wireless Group and the New York Post, respectively, partially offset by costs associated with TalkTV.2022.
News Corp AustraliaUK
Revenues were $255$235 million for the three months ended March 31, 2022, an increase2023, a decrease of $6$9 million, or 2%4%, as compared to revenues of $249$244 million in the corresponding period of fiscal 2021.2022. Circulation and subscription revenues increased $8decreased $9 million primarily driven by higher content licensing revenues and digital subscriber growth, partially offset bydue to the $8$14 million negative impact of foreign currency fluctuations.fluctuations and print volume declines, partially offset by cover price increases and digital subscriber growth. Advertising revenues decreased $5 million, driven bywere flat due to the $7$6 million negative impact of foreign currency fluctuations and lower print advertising revenues due to continued weakness in the print advertising market, partially offset by higher digital advertising revenues driven by higher impressions andrevenues. The impact of foreign currency fluctuations of the ongoing recovery from COVID-19.U.S. dollar against local currencies resulted in a revenue decrease of $23 million, or 10%, for the three months ended March 31, 2023 as compared to the corresponding period of fiscal 2022.
Revenues were $796$694 million for the nine months ended March 31, 2022, an increase2023, a decrease of $74$57 million, or 10%8%, as compared to revenues of $722$751 million in the corresponding period of fiscal 2021.2022. Circulation and subscription revenues increased $41decreased $30 million primarily driven by higher content licensing revenues and digital subscriber growth, partially offset bydue to the $4$57 million negative impact of foreign currency fluctuations. Advertising revenues increased $13 million, primarily due to higher digital advertising revenues driven by higher impressions,fluctuations and print volume declines, partially offset by lower print advertisingcover price increases and digital subscriber growth. Advertising revenues decreased $19 million due mainly to continued weakness in the print advertising market and the negative impact of COVID-19-related restrictions in the first quarter of fiscal 2022 and the $4$25 million negative impact of foreign currency fluctuations. Otherfluctuations and lower print advertising revenues increased $20 million, primarily due to higher third-party printing and other services revenues.
News UK
Revenues were $244 million for the three months ended March 31, 2022, an increase of $9 million, or 4%, as compared to revenues of $235 million in the corresponding period of fiscal 2021. Advertising revenues increased $16 million, primarily due to partially offset by higher digital advertising revenues, mainly at The Sun, and higher print advertising revenues, mainly at . The Times, driven by the ongoing recovery of the advertising market from COVID-19, partially offset by the $2 million negative impact of foreign currency fluctuations. Circulation and subscription revenues increased $2fluctuations of the U.S. dollar against local currencies resulted in a revenue decrease of $93 million, primarily driven by cover price increases and digital subscriber growth, partially offset by print volume declines and the $4 million negative impact of foreign currency fluctuations. Other revenues decreased $9 million, primarily due to lower brand partnership revenues.
Revenues were $751 millionor 13%, for the nine months ended March 31, 2022, an increase of $65 million, or 9%,2023 as compared to revenues of $686 million in the corresponding period of fiscal 2021. Advertising revenues increased $52 million, primarily due to higher digital advertising revenues, mainly at The Sun,and higher print advertising revenues, mainly at The Times, driven by the ongoing recovery of the advertising market from COVID-19 and the $4 million positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $25 million, primarily driven by digital subscriber growth, cover price increases and the $8 million positive impact of foreign currency fluctuations, partially offset by print volume declines. Other revenues decreased $12 million, primarily due to lower brand partnership revenues.2022.
4441


Table of Contents
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 March 31, 2022,2023, the Company’s cash and cash equivalents were $1.9$1.7 billion. The Company also has available borrowing capacity under its new Revolving Facilityrevolving 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 March 31, 2022,2023, the Company’s consolidated assets included $1,022$858 million in cash and cash equivalents that were held by its foreign subsidiaries. Of this amount, $82$89 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.
Issuer Purchases of Equity Securities
On September 22, 2021, the Company announced a new Repurchase Programstock 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.Stock (the “Repurchase Program”). The Repurchase Program replaces the Company’s $500 million Class A Common Stock repurchase program approved by the Board of Directors in May 2013. The manner, timing, number and share price of any repurchases will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market conditions, applicable securities laws, alternative investment opportunities and other factors. The Repurchase Program has no time limit and may be modified, suspended or discontinued at any time. As of March 31, 2022,2023, the remaining authorized amount under the Repurchase Program was approximately $873$623 million.
Stock repurchases commenced on November 9, 2021. During the three and nine months ended March 31, 2023, the Company repurchased and subsequently retired 0.8 million and 7.7 million shares, respectively, of Class A Common Stock for approximately $14 million and $129 million, respectively, and 0.4 million and 3.9 million shares, respectively, of Class B Common Stock for approximately $6 million and $65 million, respectively. During the three and nine months ended March 31, 2022, the Company repurchased and subsequently retired 2.5 million and 3.9 million shares, respectively, of Class A Common Stock for approximately $54 million and $85 million, respectively, and 1.2 million and 1.9 million shares, respectively, of Class B Common Stock for approximately $27 million and $42 million, respectively. The Company did not purchase any of its Class A Common Stock or Class B Common Stock duringSee Note 7—Equity in the nine months ended March 31, 2021.accompanying Consolidated Financial Statements.
Dividends
In February 2022,2023, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. The dividend was paid on April 13, 202212, 2023 to stockholders of record as of March 16, 2022.15, 2023. 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
4542


Table of Contents
well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.
Sources and Uses of Cash—For the nine months ended March 31, 20222023 versus the nine months ended March 31, 20212022
Net cash provided by operating activities for the nine months ended March 31, 20222023 and 20212022 was as follows (in millions):
For the nine months ended March 31,For the nine months ended March 31,20222021For the nine months ended March 31,20232022
Net cash provided by operating activitiesNet cash provided by operating activities$1,030 $1,060 Net cash provided by operating activities$670 $1,030 
Net cash provided by operating activities decreased by $30$360 million for the nine months ended March 31, 20222023 as compared to the nine months ended March 31, 2021.2022. The decrease was primarily due to lower Total Segment EBITDA and higher working capital, driven by higher employee bonus and equity-based compensation payments, payments related to one-time legal settlement costs and higher inventory purchases, as well as $22 million in higher interest payments, partially offset by higher Total Segment EBITDA.lower restructuring and tax payments.
Net cash used in investing activities for the nine months ended March 31, 20222023 and 20212022 was as follows (in millions):
For the nine months ended March 31,For the nine months ended March 31,20222021For the nine months ended March 31,20232022
Net cash used in investing activitiesNet cash used in investing activities$(1,554)$(346)Net cash used in investing activities$(440)$(1,554)
Net cash used in investing activities increased decreased by $1,208$1,114 million for the nine months ended March 31, 2022,2023, as compared to the nine months ended March 31, 2021. 2022. During the nine months ended March 31, 2023, the Company used $350 million of cash for capital expenditures, of which $118 million related to Foxtel, and $120 million for investments and acquisitions. During the nine months ended March 31, 2022, the Company used $1,167$1,266 million of cash for investments and acquisitions, of which $1,146 million related to the acquisition of OPIS on February 28, 2022, and $315 million of cash for capital expenditures, of which $125 million related to Foxtel, and $99 million for investments.
During the nine months ended March 31, 2021, the Company used $253 million of cash for capital expenditures, of which $103 million related to Foxtel, and $91 million primarily for the acquisitions of REA India and Avail.Foxtel.
Net cash (used in) provided by (used in) financing activities for the nine months ended March 31, 20222023 and 20212022 was as follows (in millions):
For the nine months ended March 31,For the nine months ended March 31,20222021For the nine months ended March 31,20232022
Net cash provided by (used in) financing activities$174 $(329)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities$(382)$174 
Net cash provided by (used in)used in financing activities increased by $503was $382 million for the nine months ended March 31, 2022,2023, as compared to net cash provided by financing activities of $174 million for the nine months ended March 31, 2021. 2022. During the nine months ended March 31, 2023, the Company had $506 million of borrowing repayments, primarily related to Foxtel’s U.S. private placement senior unsecured notes that matured in July 2022, $196 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $116 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities was partially offset by new borrowings of $434 million related to Foxtel.
During the nine months ended March 31, 2022, the Company had new borrowings of $1,157 million primarily related to the 2022 Senior Notes, REA Group and Foxtel. The net cash provided by financing activities was partially offset by $662 million of borrowing repayments, primarily related to Foxtel’s 2019 Credit Facility and REA Group’s refinancing of its bridge facility, $125 million of stock repurchases of outstanding Class A and Class B Common Stock under the Repurchase Program and dividend payments of $114 million to News Corporation stockholders and REA Group minority stockholders.
During the nine months ended March 31, 2021, the Company repaid $326 million of borrowings related to Foxtel and made dividend payments of $104 million to News Corporation stockholders and REA Group minority stockholders. The net cash used in financing activities for the nine months ended March 31, 2021 was partially offset by new borrowings related to Foxtel of $165 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 aare non-GAAP financial measuremeasures. 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 considersbelieves free cash flow available to News Corporation to provideprovides useful information to management and investors about the amount ofCompany’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 REA Group’s free cash flow and including dividends received from REAavailable to News Corporation, which adjusts free cash flow to
4643


Table of Contents
exclude REA Group’s free cash flow and include dividends received from REA Group, provides users of its consolidated financial statementsmanagement 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 doesthey 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 nine months ended
March 31,
For the nine months ended
March 31,
2022202120232022
(in millions)(in millions)
Net cash provided by operating activitiesNet cash provided by operating activities$1,030 $1,060 Net cash provided by operating activities$670 $1,030 
Less: Capital expendituresLess: Capital expenditures(315)(253)Less: Capital expenditures(350)(315)
715 807 
Free cash flowFree cash flow320 715 
Less: REA Group free cash flowLess: REA Group free cash flow(184)(114)Less: REA Group free cash flow(153)(184)
Plus: Cash dividends received from REA GroupPlus: Cash dividends received from REA Group87 69 Plus: Cash dividends received from REA Group91 87 
Free cash flow available to News CorporationFree cash flow available to News Corporation$618 $762 Free cash flow available to News Corporation$258 $618 
Free cash flow in the nine months ended March 31, 2023 was $320 million compared to $715 million in the prior year. The decrease was primarily due to lower cash provided by operating activities and higher capital expenditures, as discussed above.
Free cash flow available to News Corporation decreased by $144 million in the nine months ended March 31, 20222023 was $258 million compared to $618 million from $762 million in the corresponding period of fiscal 2021,prior year. The decline was primarily due to higher capital expenditures and lower netfree cash provided by operating activitiesflow as discussed above, partially offset by higher dividends received from REA Group.above.
Borrowings
As of March 31, 2022,2023, 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 $2.8$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.
News Corp Borrowings
As of March 31, 2022,2023, the Company had (i) borrowings of $1,479$1,981 million, which consistedconsisting of the carrying value of its outstanding 2021 Senior Notes, and 2022 Senior Notes.
In February 2022, the Company issued $500 million of senior notes due 2032. The 2022 Senior Notes bear interest at a fixed rate of 5.125% per annum, payable in cash semi-annually on February 15 and August 15 of each year, commencing on August 15, 2022. The notes will mature on February 15, 2032.
The 2022 Senior Notes are the senior unsecured obligations of the Company and rank equally in right of payment with the Company’s existing and future senior debt, including the 2021 Senior Notes and its term loanTerm A and revolving credit facilities, which are described below. The Company may redeem all or a part of the 2022 Senior Notes upon payment of the redemption prices and applicable premiums, if any, set forth in the indenture governing the 2022 Senior Notes (the “Indenture”), plus any accrued and unpaid interest. In addition, prior to February 15, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2022 Senior Notes with the net cash proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus any accrued and unpaid interest. In the event of specified change in control events, the Company must offer to purchase the outstanding 2022 Senior Notes from the holders at a purchase price equal to 101% of the principal amount, plus any accrued and unpaid interest.
There are no financial maintenance covenants with respect to the 2022 Senior Notes. The Indenture contains other covenants that, among other things and subject to certain exceptions, (i) limit the Company’s ability and the ability of its subsidiaries to
47


Table of Contents
incur any liens securing indebtedness for borrowed moneyLoans and (ii) limit$750 million of undrawn commitments available under the Company’s ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole).Revolving Facility.
Foxtel Group Borrowings
As of March 31, 2022,2023, the Foxtel Debt Group had (i) borrowings of approximately $935$747 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$339161 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$900700 million of outstanding principal of shareholder loans and A$200 million of available shareholder facilities from the Company. The shareholder loans accruebear 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 accruesbears interest at a variable rate of the Australian
44


Table of Contents
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 accruesbears 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 March 31, 2022,2023, REA Group had (i) borrowings of approximately $310$212 million, consisting of amounts outstanding under its 2022 Credit Facility (as defined below), and (ii) A$187281 million of undrawn commitments available under its 2022 Credit Facility.
During the nine months ended March 31, 2022, REA Group completed a debt refinancing in which it repaid all amounts outstanding under its 2021 Bridge facility with the proceeds from a new A$600 million unsecured syndicated credit facility (the “2022 Credit Facility”) consisting of two sub-facilities: (i) a three year, A$400 million revolving loan facility (the “2022 Credit facility — tranche 1”) and (ii) a four year, A$200 million revolving loan facility (the “2022 Credit facility — tranche 2”).
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.
Term Loan A and Revolving Credit Facilities
On March 29, 2022, the Company terminated its existing unsecured $750 million revolving credit facility and entered into a new credit agreement (the “2022 Credit Agreement”) that provides for $1,250 million of unsecured credit facilities comprised of a $500 million unsecured term loan A credit facility (the “Term A Facility” and the loans under the Term A Facility are collectively referred to as “Term A Loans”) and a $750 million unsecured revolving credit facility (the “Revolving Facility” and, together with the Term A Facility, the “Facilities”) that can be used for general corporate purposes. The Revolving Facility has a sublimit of $100 million available for issuances of letters of credit. Under the 2022 Credit Agreement, the Company may request increases with respect to either Facility in an aggregate principal amount not to exceed $250 million.
The Term A Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 0.0%, 2.5%, 2.5%, 5.0% and 5.0%, respectively, of the original principal amount of the Term A Facility for each 12-month period commencing on June 30, 2022. The loans under the Revolving Facility will not amortize. All amounts under the 2022 Credit Agreement with respect to the Facilities are due on March 31, 2027, unless earlier terminated in the circumstances set forth in the 2022 Credit Agreement. The Company may request that the maturity date of the Term A Facility be extended under certain circumstances as set forth in the 2022 Credit Agreement by at least one year. The Company may also request that the maturity date of the revolving credit commitments under the Revolving Facility be extended under certain circumstances as set forth in the 2022 Credit Agreement for up to two additional one-year periods.
Interest on borrowings is based on either (a) an Alternative Currency Term Rate formula, (b) a Term SOFR formula, (c) an Alternative Currency Daily Rate formula ((a) through (c) each, a “Relevant Rate”) or (d) the Base Rate formula, each as set forth in the 2022 Credit Agreement. The applicable margin for borrowings under the Facilities and the commitment fee for
48


Table of Contents
undrawn balances under the Revolving Facility are based on the pricing grid in the 2022 Credit Agreement, which varies based on the Company’s adjusted operating income net leverage ratio. At inception, the Company was paying a commitment fee of 0.20% on any undrawn balance under the Revolving Facility and, with respect to any outstanding borrowings under the Facilities, an applicable margin of 0.375% for a Base Rate borrowing and 1.375% for a Relevant Rate borrowing.
The 2022 Credit Agreement requires the Company to maintain an adjusted operating income net leverage ratio of not more than 3.0 to 1.0, subject to certain adjustments following a material acquisition, and a net interest coverage ratio of not less than 3.0 to 1.0.
During the three months ended March 31, 2022, the Company entered into an interest rate swap derivative with a $500 million notional amount to exchange the floating rate interest component of its Term A Loans for a fixed rate of 2.083%. This interest rate swap derivative meets the criteria for cash flow hedge accounting. Refer to Note 8—Financial Instruments and Fair Value Measurements in the accompanying Consolidated Financial Statements for further detail.
The Company borrowed the full amount of the Term A Facility on March 31, 2022 (during the fourth quarter of fiscal 2022) and had not borrowed any funds under the Revolving Facility as of that date.
All of the Company’s borrowings contain customary representations, covenants and events of default. The Company was in compliance with all such covenants at March 31, 2022.2023.
See Note 6—Borrowings in the accompanying Consolidated Financial Statements for further details regarding the Company’s outstanding debt, including certainadditional information about interest rates, maturities and maturitiescovenants related to such debt arrangements.
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. During March 2023, the Company amended and extended certain programming rights agreements. As a result, of the issuance of the 2022 Senior Notes during the three months ended March 31, 2022, the Company has presented its commitments associated with its borrowings and the related interest paymentsprogramming rights in the table below. See Note 6—Borrowings in the accompanying Consolidated Financial Statements. The Company’s remaining commitments as of March 31, 20222023 have not changed significantly from the disclosures included in the 20212022 Form 10-K.
As of March 31, 2022
Payments Due by Period
Total
Less than 1
year
1-3 years3-5 years
More than 5
years
(in millions)
Borrowings(a)
2,740 276 864 1,591 
Interest payments on borrowings(b)
657 104 180 143 230 
Total commitments and contractual obligations$3,397 $380 $1,044 $152 $1,821 
________________________
(a)See Note 6—Borrowings in the accompanying Consolidated Financial Statements. The table above does not include amounts related to10-K and the Company’s Term A Loan, asForm 10-Q for the amounts were drawn during the fourth quarter of fiscalended December 31, 2022.

(b)Reflects the Company’s expected future interest payments based on borrowings outstanding and interest rates applicable at March 31, 2022. Such rates are subject to change in future periods. See Note 6—Borrowings in the accompanying Consolidated Financial Statements.
As of March 31, 2023
Payments Due by Period
Total
Less than 1
year
1-3 years3-5 years
More than 5
years
(in millions)
Programming costs$1,461 $377 $539 $396 $149 
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
49


Table of Contents
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.
The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid. However, these liabilities may need to be adjusted as new information becomes known and as tax examinations continue to progress, or as settlements or litigations occur.
45


Table of Contents
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 20212022 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.
(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 third quarter of fiscal 20222023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5046


Table of Contents
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 20212022 Form 10-K, as supplemented by the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2021.10-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 ourthe Company’s monthly share repurchases during the three months ended March 31, 2022:2023:
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)
December 27, 2021 - January 23, 20220.8 0.4 $22.45 $22.68 1.2 $928 
January 24, 2022 - February 27, 20221.0 0.4 $22.11 $22.26 1.4 $900 
February 28, 2022 - March 27, 20220.7 0.4 $21.61 $21.89 1.1 $873 
Total2.5 1.2 $22.05 $22.27 3.7 
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)
January 2, 2023 - January 29, 2023— — $— $— — $643 
January 30, 2023 - March 5, 20230.1 0.1 $17.10 $17.25 0.2 $640 
March 6, 2023 - April 2, 20230.7 0.3 $16.32 $16.44 1.0 $623 
Total0.8 0.4 $16.44 $16.57 1.2 
(a)     The Company has not made any repurchases of Common Stock other than in connection with the publicly announced stock repurchase program described above.
(b)     Amounts exclude taxes, fees, commissions or other costs associated with the repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.On May 11, 2023, the Company and Robert Thomson, Chief Executive Officer of the Company, entered into an Amended and Restated Employment Agreement, effective as of July 1, 2023 (the “Amended and Restated Thomson Agreement”). The Amended and Restated Thomson Agreement extends Mr. Thomson’s term of employment until June 30, 2027.
The new contract provides no increase whatsoever in target compensation in fiscal 2024, which will continue unchanged fiscal 2023 target compensation granted under his expiring four-year contract, with approximately 82% “at risk.” The Amended and Restated Thomson Agreement provides for (i) an annual base salary of $3,000,000; (ii) an annual bonus with a target of $5,000,000; and (iii) an annual long-term equity incentive (the “Equity Bonus”) with a target of $9,000,000 for fiscal 2024 and $10,500,000 beginning with fiscal 2025, with approximately 84% “at risk.” At least $1,000,000 of the Equity Bonus target shall
5147


Table of Contents
be solely based on the achievement of relative total stockholder return. All bonus payments and equity grants are subject to the Company’s claw-back policies.
If Mr. Thomson’s employment is terminated by the Company other than for cause (as defined in the Amended and Restated Thomson Agreement), death or disability or by Mr. Thomson for Good Reason (as defined in the Amended and Restated Thomson Agreement), the Amended and Restated Thomson Agreement continues to provide that Mr. Thomson will receive (i) continued payment of his then-current base salary and annual bonus for two years after the date of termination (with the annual bonus to be based on the then-current target); (ii) a pro rata portion of the annual bonus he would have earned for the fiscal year of termination had no termination occurred (a “Pro-rated Annual Bonus”); and (iii) continued vesting of any equity incentive awards granted prior to the date of termination in the same manner as though Mr. Thomson continued to be employed for two years after the date of termination. If Mr. Thomson’s employment is terminated due to his death or disability, he or his surviving spouse or estate, as applicable, would be entitled to: (i) salary continuation for 12 months; (ii) any Pro-rated Annual Bonus; and (iii) treatment of his outstanding equity incentive awards pursuant to the terms of applicable plan documents. Mr. Thomson’s salary continuation is payable during any period of disability for a period not to exceed 12 months. If, following the completion of the term under the Amended and Restated Thomson Agreement on June 30, 2027, Mr. Thomson is not offered a new employment agreement by the Company on terms at least as favorable to him as the terms set forth in the Amended and Restated Thomson Agreement, and Mr. Thomson is subsequently terminated without cause, then he will be entitled to receive the payments and benefits summarized above with respect to a termination other than for cause (using the same base salary and target annual bonus as in effect immediately prior to the expiration of the term on June 30, 2027), andhe will be eligible to continue to vest in any equity incentive awards granted to him during the term of his employment. Payment of any compensation or benefits upon termination is subject to Mr. Thomson’s execution of the Company’s then-standard separation agreement and general release and continued compliance with the terms therein. The Amended and Restated Thomson Agreement continues to have confidentiality, non-competition and other covenants to protect the Company.
In addition, the Amended and Restated Thomson Agreement provides that, if Mr. Thomson is entitled to receive any “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with a change in control, those payments will either be (i) reduced below the applicable threshold, or (ii) paid in full, whichever is more favorable for Mr. Thomson on a net after-tax basis. Mr. Thomson is not entitled to any golden parachute excise tax or other tax “gross-up” payments.
Also on May 11, 2023, the Company and Susan Panuccio, Chief Financial Officer of the Company, entered into an Amended and Restated Employment Agreement, effective as of July 1, 2023 (the “Amended and Restated Panuccio Agreement”). The Amended and Restated Panuccio Agreement extends Ms. Panuccio’s term of employment until June 30, 2026 and provides for an annual base salary of $1,700,000; (ii) an annual bonus with a target of $2,700,000; and (iii) an annual Equity Bonus with a target of $2,850,000. These amounts represent an increase over Ms. Panuccio’s fiscal 2023 annual base salary, target annual bonus and target Equity Bonus of approximately 10%, 20% and 14%, respectively, with approximately 77% of Ms. Panuccio’s target compensation being “at risk.” All bonus payments and equity grants are subject to the Company’s claw-back policies.
If Ms. Panuccio’s employment is terminated by the Company other than for cause (as defined in the Amended and Restated Panuccio Agreement), death or disability, or by Ms. Panuccio for Good Reason (as defined in the Amended and Restated Panuccio Agreement), the Amended and Restated Panuccio Agreement continues to provide that Ms. Panuccio will receive (i) the greater of (A) her then-current base salary and target annual bonus paid in the same manner as though Ms. Panuccio continued to be employed through June 30, 2026 and (B) her then-current base salary and target annual bonus paid in the same manner as though she continued to be employed for the successive 24 months following the date of termination; (ii) any Pro-rated Annual Bonus; (iii) continued vesting of equity incentive awards granted prior to the date of termination in the same manner as though she continued to be employed for two years after the date of termination and (iv) Company-paid premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for the executive and her eligible dependents for the successive 18 months following the date of termination. The Amended and Restated Panuccio Agreement provides for a transition period of up to six months, in the event of termination in connection with the commencement of a Board-approved successor chief financial officer.If Ms. Panuccio’s employment is terminated due to her death or disability, she or her surviving spouse or estate, as applicable, would be entitled to: (i) salary continuation for up to 12 months (and, in the case of disability, continuation of other benefits as well); (ii) any Pro-rated Annual Bonus; and (iii) (A) in the case of disability, treatment of her outstanding equity incentive awards pursuant to the terms of applicable plan documents or (B) in the case of death, continued vesting of equity incentive awards granted prior to the date of termination in the same manner as though she continued to be employed for a period of one year following the date of termination. If, following the completion of the term under the Amended and Restated Panuccio Agreement on June 30, 2026, Ms. Panuccio is not offered a new employment agreement by the Company on terms at least as favorable to her as the terms set forth in the Amended and Restated Panuccio Agreement, and Ms. Panuccio is subsequently terminated without cause, then she will be entitled to receive the payments and benefits summarized above with respect to a termination other than for cause (using the same base salary and target annual bonus as in effect immediately prior to the expiration of the term on June 30, 2026). Payment of any compensation or benefits upon
48


Table of Contents
termination is subject to Ms. Panuccio’s execution of the Company’s then-standard separation agreement and general release and continued compliance with the terms therein. The Amended and Restated Panuccio Agreement continues to have confidentiality, non-competition and other covenants to protect the Company.
In addition, the Amended and Restated Panuccio Agreement provides that if Ms. Panuccio is entitled to receive any “excess parachute payments” under Section 280G of the Code in connection with a change in control, those payments will either be (i) reduced below the applicable threshold, or (ii) paid in full, whichever is more favorable for Ms. Panuccio on a net after-tax basis. Ms. Panuccio is not entitled to any golden parachute excise tax or other tax “gross-up” payments.
The descriptions of the Amended and Restated Thomson Agreement and the Amended and Restated Panuccio Agreement are qualified in their entirety by the full text of the Amended and Restated Thomson Agreement and the Amended and Restated Panuccio Agreement, which are filed as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
ITEM 6. EXHIBITS
(a) Exhibits.
4.1
4.2
10.1
10.2
10.3
31.1
31.2
32.1
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 20222023 formatted in Inline XBRL: (i) Consolidated Statements of Operations for the three and nine months ended March 31, 20222023 and 20212022 (unaudited); (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 20222023 and 20212022 (unaudited); (iii) Consolidated Balance Sheets as of March 31, 20222023 (unaudited) and June 30, 20212022 (audited); (iv) Consolidated Statements of Cash Flows for the nine months ended March 31, 20222023 and 20212022 (unaudited); and (v) Notes to the Unaudited Consolidated Financial Statements.*
104The cover page from News Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022,2023, formatted in Inline XBRL (included as Exhibit 101).*
*    Filed herewith.
**    Furnished herewith
5249


Table of Contents
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: May 6, 202212, 2023
5350