Part I [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements for the period ended December 31, 2022, reflect a significant decline in revenues, net income, and operating cash flow compared to the prior year [Consolidated Statements of Operations](index=3&type=section&id=Consolidated%20Statements%20of%20Operations) Total revenues for Q2 FY2023 decreased 7% to $2.52 billion, with net income attributable to stockholders falling 71% to $67 million Consolidated Statements of Operations Highlights (in millions, except per share amounts) | Metric | Q2 FY2023 (3 months ended Dec 31, 2022) | Q2 FY2022 (3 months ended Dec 31, 2021) | YoY Change | H1 FY2023 (6 months ended Dec 31, 2022) | H1 FY2022 (6 months ended Dec 31, 2021) | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $2,521 | $2,717 | -7.2% | $4,999 | $5,219 | -4.2% | | **Income before income tax** | $155 | $361 | -57.1% | $256 | $699 | -63.4% | | **Net income** | $94 | $262 | -64.1% | $160 | $529 | -69.8% | | **Net income attributable to News Corporation stockholders** | $67 | $235 | -71.5% | $107 | $431 | -75.2% | | **Diluted EPS** | $0.12 | $0.40 | -70.0% | $0.18 | $0.72 | -75.0% | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to stockholders increased to $277 million in Q2 FY2023, primarily due to positive foreign currency translation adjustments Comprehensive Income (in millions) | Metric | Q2 FY2023 (3 months ended Dec 31, 2022) | Q2 FY2022 (3 months ended Dec 31, 2021) | H1 FY2023 (6 months ended Dec 31, 2022) | H1 FY2022 (6 months ended Dec 31, 2021) | | :--- | :--- | :--- | :--- | :--- | | **Net Income** | $94 | $262 | $160 | $529 | | **Other comprehensive income (loss)** | $269 | $(28) | $18 | $(186) | | **Comprehensive income attributable to News Corporation stockholders** | $277 | $207 | $122 | $283 | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2022, total assets slightly decreased to $16.89 billion, with cash and cash equivalents declining to $1.33 billion Balance Sheet Highlights (in millions) | Metric | Dec 31, 2022 (unaudited) | June 30, 2022 (audited) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $1,328 | $1,822 | | **Total current assets** | $3,763 | $4,093 | | **Total assets** | $16,891 | $17,221 | | **Total current liabilities** | $2,939 | $3,519 | | **Total liabilities** | $7,835 | $8,078 | | **Total equity** | $9,056 | $9,143 | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly decreased to $161 million for H1 FY2023, leading to a $488 million net decrease in cash and cash equivalents Cash Flow Summary (in millions) | Metric | H1 FY2023 (6 months ended Dec 31, 2022) | H1 FY2022 (6 months ended Dec 31, 2021) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $161 | $430 | | **Net cash used in investing activities** | $(337) | $(249) | | **Net cash used in financing activities** | $(312) | $(198) | | **Net change in cash and cash equivalents** | $(488) | $(17) | [Notes to the Unaudited Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Financial%20Statements) The notes provide detailed financial information, including segment revenues, recent acquisitions, restructuring charges, borrowings, equity changes, and legal contingencies [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the 7% Q2 revenue decline driven by segment challenges and foreign currency, alongside cost-saving initiatives and strong liquidity - The company expects to implement a **5% headcount reduction** (around 1,250 positions) in the current calendar year to address macroeconomic challenges, targeting at least **$130 million in annualized cost savings**[133](index=133&type=chunk) - In January 2023, the company announced it was in discussions with CoStar Group, Inc. regarding a potential sale of its subsidiary, Move, Inc[131](index=131&type=chunk) - A proposal from K. Rupert Murdoch and the Murdoch Family Trust to explore a potential combination with FOX Corporation was withdrawn in January 2023, and the special committee formed to evaluate it was dissolved[130](index=130&type=chunk) [Overview of the Company's Businesses](index=28&type=section&id=Overview%20of%20the%20Company%27s%20Businesses) The company operates across six segments, with recent acquisitions strengthening Dow Jones and Digital Real Estate Services, alongside planned headcount reductions - The company's business is structured into six segments: Digital Real Estate Services (REA Group, Move), Subscription Video Services (Foxtel Group), Dow Jones, Book Publishing (HarperCollins), News Media (News Corp Australia, News UK, New York Post), and Other (corporate overhead)[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - Recent acquisitions include OPIS (energy and renewables data), Base Chemicals (CMA), and UpNest (real estate agent marketplace) to strengthen the Dow Jones and Digital Real Estate Services segments[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Consolidated revenues for Q2 FY23 decreased 7% to $2.5 billion, primarily due to segment declines and foreign currency impacts, leading to a 30% drop in Total Segment EBITDA Consolidated Results Summary (Q2 FY2023 vs Q2 FY2022) | Metric | Q2 FY2023 (in millions) | Q2 FY2022 (in millions) | % Change | | :--- | :--- | :--- | :--- | | **Total Revenues** | $2,521 | $2,717 | -7% | | **Operating expenses** | $(1,294) | $(1,279) | -1% | | **Selling, general and administrative** | $(818) | $(852) | 4% | | **Net income attributable to News Corporation stockholders** | $67 | $235 | -71% | - Foreign currency fluctuations had a significant negative impact, reducing revenues by **$171 million (6%)** for the three months ended December 31, 2022[137](index=137&type=chunk) Segment EBITDA (in millions) | Segment | Q2 FY2023 | Q2 FY2022 | % Change | | :--- | :--- | :--- | :--- | | Digital Real Estate Services | $128 | $178 | -28% | | Subscription Video Services | $90 | $86 | 5% | | Dow Jones | $139 | $144 | -3% | | Book Publishing | $51 | $107 | -52% | | News Media | $59 | $111 | -47% | | **Total Segment EBITDA** | **$409** | **$586** | **-30%** | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains solid liquidity with $1.3 billion in cash, despite a significant decrease in operating cash flow and negative free cash flow for H1 FY2023 - As of December 31, 2022, the company held **$1.3 billion in cash and cash equivalents**[204](index=204&type=chunk) - Under its **$1 billion stock repurchase program**, the company repurchased **$174 million** of Class A and Class B shares during the six months ended December 31, 2022, with approximately **$643 million** remaining authorized[207](index=207&type=chunk)[208](index=208&type=chunk) Free Cash Flow Reconciliation (in millions) | Metric | H1 FY2023 | H1 FY2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $161 | $430 | | Less: Capital expenditures | $(217) | $(208) | | **Free cash flow** | **$(56)** | **$222** | | **Free cash flow available to News Corporation** | **$(102)** | **$144** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There has been no material change in the company's assessment of market risk sensitivity since its prior annual report - There has been no material change in the Company's assessment of its sensitivity to market risk since its presentation in the 2022 Form 10-K[233](index=233&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of the end of the period, the company's disclosure controls and procedures were effective[234](index=234&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[235](index=235&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 for details on legal proceedings, including retained liabilities, antitrust complaints, and U.K. Newspaper Matters - For details on legal proceedings, the report refers to Note 10—Commitments and Contingencies in the financial statements[238](index=238&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously described in the company's annual report - There have been no material changes to the risk factors described in the 2022 Form 10-K[239](index=239&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details its stock repurchase activity, including the repurchase of 2.9 million shares during Q2 FY2023, with $643 million remaining under the program Share Repurchases (Q2 FY2023) | Period | Class A Shares Purchased (millions) | Class B Shares Purchased (millions) | Total Shares Purchased (millions) | Remaining Authorization (in millions) | | :--- | :--- | :--- | :--- | :--- | | Oct 3 - Oct 30, 2022 | 1.6 | 0.8 | 2.4 | $651 | | Oct 31 - Dec 4, 2022 | 0.3 | 0.2 | 0.5 | $643 | | Dec 5 - Jan 1, 2023 | — | — | — | $643 | | **Total** | **1.9** | **1.0** | **2.9** | **$643** | [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO/CFO certifications and financial statements in Inline XBRL format - Exhibits filed with the report include CEO and CFO certifications (31.1, 31.2, 32.1) and financial data in Inline XBRL format (101, 104)[247](index=247&type=chunk)

Financial Data and Key Metrics Changes - Total revenues for the second quarter of fiscal 2023 were over $2.5 billion, down 7% year-over-year, with a $171 million or 6% negative impact from foreign currency headwinds [70] - Adjusted earnings per share were $0.12 compared to $0.40 in the prior year, reflecting lower total segment EBITDA and higher costs [52] - Total segment EBITDA was $409 million, 30% lower compared to the prior year's record profits [52] Business Line Data and Key Metrics Changes - Dow Jones revenues were $563 million, up 11% year-over-year, with digital revenues accounting for 76% of total revenues, a 4 percentage point increase [54] - Digital Real Estate Services segment revenues were $386 million, down 15% year-over-year, impacted by macroeconomic pressures [71] - Foxtel's total paid subscribers reached over 4.3 million, up 10% year-over-year, with paid streaming subscribers increasing 25% [12] Market Data and Key Metrics Changes - REA revenues were $240 million, down 16% on a reported basis, including a 9% negative impact from foreign exchange [25] - The Times and Sunday Times saw advertising revenues down 13%, but down 3% in constant currency [57] - Digital advertising accounted for 59% of total advertising revenues, improving 3 percentage points from last year [55] Company Strategy and Development Direction - The company is committed to a 5% reduction in workforce to manage costs amid macroeconomic challenges, aiming for annualized savings of at least $130 million [102] - Focus on digital expansion and simplification, with ongoing integration of recent acquisitions like OPIS and CMA to enhance revenue and profits [64][94] - The potential sale of Move is being considered to maximize shareholder value while strengthening realtor.com's competitive position [10][64] Management's Comments on Operating Environment and Future Outlook - Management noted that macro trends, including inflation and interest rates, continue to impact business performance, particularly in Digital Real Estate and Book Publishing [63][70] - There is confidence in the company's ability to navigate these challenges through prudent cost management and strategic investments [9][64] - Future profitability is expected to stabilize, particularly in the Foxtel Group, with ongoing focus on digital services and content offerings [59][66] Other Important Information - The company reported a significant increase in digital subscriptions, with total Dow Jones subscriptions surpassing 5 million for the first time [6] - HarperCollins faced challenges due to sluggish consumer demand, leading to a 14% decline in revenues [53] - The company remains committed to a $1 billion share buyback and dividend program [9] Q&A Session Summary Question: What is the impact of the 5% headcount reduction across the company? - The 5% reduction will apply across all businesses, with expected savings of at least $130 million annualized [102] Question: How does the potential sale of Move affect REA's value? - REA is considered a core part of the portfolio, and its market cap is significant, indicating its value independent of Move [102] Question: Can you quantify the impact of Amazon on Book Publishing? - The impact from Amazon was slightly lower in Q2 compared to Q1, with patterns returning to normal levels in January [103] Question: What are the strategies for advertising in the Subscription Video Services segment? - The company is launching an advertising tier for BINGE, expecting modest uptick in revenue from this initiative [112] Question: What is the outlook for the Digital Real Estate Services segment? - The property market is expected to improve as interest rates stabilize, with new campaigns launched to drive traffic to realtor.com [68]

Financial Performance - Total revenues decreased by $24 million, or 1%, for the three months ended September 30, 2022, compared to the same period in 2021, totaling $2.478 billion[123]. - Net income attributable to News Corporation stockholders was $40 million for the three months ended September 30, 2022, a decrease of 80% compared to $196 million in the same period of 2021[124]. - The Company reported a net income of $66 million for the three months ended September 30, 2022, down 75% from $267 million in the same period of 2021[124]. - Revenue for the three months ended September 30, 2022, was $2,478 million, a decrease of $24 million, or 1%, compared to $2,502 million in the corresponding period of fiscal 2022[146]. - Total Segment EBITDA for the three months ended September 30, 2022, was $350 million, down from $410 million in the same period of fiscal 2022[145]. - Free cash flow for the three months ended September 30, 2022, was $(135) million, compared to $(33) million in the prior year[179]. Revenue Breakdown - Circulation and subscription revenues increased by $34 million, or 3%, to $1.111 billion for the three months ended September 30, 2022[124]. - Consumer revenues decreased by $57 million, or 11%, to $467 million for the three months ended September 30, 2022[124]. - Digital Real Estate Services segment revenues decreased by $5 million, or 1%, to $421 million, with a Segment EBITDA decline of $19 million, or 14%[146]. - Subscription Video Services segment revenues decreased by $8 million, or 2%, to $502 million for the three months ended September 30, 2022, primarily due to foreign currency fluctuations[147]. - Dow Jones segment revenues increased by $71 million, or 16%, to $515 million, driven by acquisitions and growth in digital circulation and advertising revenues[151]. - Total revenues for the News Media segment decreased by $23 million, or 4%, to $553 million for the three months ended September 30, 2022, compared to $576 million in the same period of fiscal 2022[160]. Expenses and Costs - Operating expenses increased by $29 million, or 2%, totaling $1.273 billion for the three months ended September 30, 2022[124]. - Selling, general and administrative expenses rose by $7 million, or 1%, primarily due to increased expenses at the Dow Jones segment[129]. - The decrease in revenue was primarily driven by lower physical book sales and negative foreign currency fluctuations, which resulted in a revenue decrease of $153 million, or 6%[125]. - Segment EBITDA for Book Publishing decreased by $46 million, or 54%, to $39 million, driven by lower revenues and increased manufacturing and freight costs[159]. - Advertising revenues decreased by $10 million, impacted by a $22 million negative effect from foreign currency fluctuations and lower print advertising revenues[162]. Acquisitions and Strategic Moves - The Company acquired OPIS for $1.15 billion in cash in February 2022, enhancing its position in energy and renewables information[117]. - The acquisition of Base Chemicals (CMA) was completed for $295 million in cash in June 2022, furthering the Company's goal in the base chemicals information sector[118]. - UpNest was acquired for $45 million in cash, with potential future payments of up to $15 million based on performance, expanding Realtor.com's services[119]. - The Company is exploring a potential combination with FOX Corporation, with a special committee formed to evaluate the transaction[120]. Subscriber Metrics - The total number of broadcast subscribers decreased to 1,439,000 from 1,605,000 year-over-year, while streaming subscribers increased to 4,605,000 from 3,970,000[149]. - The total consumer subscriptions for The Wall Street Journal increased to 3,778,000, an 8% increase from the previous year[153]. - The average monthly broadcast residential subscription revenue per user (ARPU) increased to A$83 (US$57) from A$82 (US$60) year-over-year[149]. Legal and Regulatory Matters - The Company is involved in various legal proceedings, which may adversely affect its financial condition and results of operations[191]. - The Company establishes accrued liabilities for legal claims when a loss is probable and can be reasonably estimated[192]. - The Company's tax returns are subject to ongoing reviews, and liabilities may need adjustments based on new information[193]. - There has been no material change in the Company's assessment of its sensitivity to market risk since the last report[194]. Cash and Debt Management - Cash and cash equivalents as of September 30, 2022, were $1.5 billion, with an additional $752 million held by foreign subsidiaries[165][166]. - Total borrowings as of September 30, 2022, amounted to $3.0 billion, including the current portion[181]. - The Company repurchased 5.0 million shares of Class A Common Stock for approximately $84 million and 2.5 million shares of Class B Common Stock for approximately $43 million during the three months ended September 30, 2022[170]. - A semi-annual cash dividend of $0.10 per share was declared in August 2022, paid on October 12, 2022[171].

Financial Data and Key Metrics Changes - Total revenues for Q1 2023 were approximately $2.5 billion, down 1% year-over-year, impacted by a $153 million or 6% negative effect from foreign currency fluctuations [35][36] - Adjusted revenues grew 3% compared to the prior year, while total segment EBITDA was $350 million, down 15% year-over-year [8][36] - Earnings per share were reported at $0.07 compared to $0.33 in the prior year, with adjusted earnings per share at $0.12 compared to $0.23 [37] Business Line Data and Key Metrics Changes - **Digital Real Estate Services**: Segment revenues were $421 million, down 1% year-over-year, with a 5% negative impact from foreign currency fluctuations. Adjusted revenues increased 3% [38] - **Subscription Video Services**: Revenues were $502 million, down approximately 2% year-over-year, but adjusted revenues rose 6%. Total paid subscribers reached almost 4.5 million, up 16% year-over-year [43][44] - **Dow Jones**: Revenues increased 16% to $515 million, with digital revenues accounting for 79% of total revenues. Professional information business revenues rose 40% [47][48] Market Data and Key Metrics Changes - In the digital real estate market, unique lead volumes declined 32% due to consumer affordability constraints, although there was a slight improvement from the previous quarter [39] - The Australian residential new buy listings for October declined 18% compared to tougher prior year comparisons [60] - Digital advertising revenues at Dow Jones grew 11%, with digital advertising accounting for approximately 65% of total advertising revenues [50] Company Strategy and Development Direction - The company is focused on cost control and improving margins, particularly at HarperCollins, while also investing in long-term growth opportunities in digital real estate and subscription services [22][18] - There is a renewed focus on bundling premium content across Dow Jones products, which has already exceeded 200,000 subscriptions [13] - The company is exploring a potential combination with Fox Corporation, although no further comments were made on this topic during the call [31] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the macroeconomic volatility but expressed confidence in the company's resilient foundations and long-term growth potential [7][9] - The impact of Amazon's inventory adjustments was noted as a significant factor affecting HarperCollins, but management expects these challenges to be short-term [21][70] - The company anticipates ongoing foreign exchange headwinds and higher costs due to supply chain pressures in the upcoming quarters [60][63] Other Important Information - The company reported a strong performance in digital advertising and streaming services, with significant subscriber growth in Foxtel's streaming offerings [25][45] - The integration of OPIS and CMA into Dow Jones is progressing well, contributing positively to revenues and profitability [49] Q&A Session Summary Question: Impact of Amazon on Book Publishing Margins - Management indicated that the majority of the EBITDA decrease was due to Amazon's inventory adjustments, which are expected to be resolved soon, while consumer demand for books remains strong [67][70] Question: Trends in Wall Street Journal Digital Subscribers - Digital subscriptions for both Dow Jones and the Wall Street Journal increased by 13%, with a focus on leveraging a large audience to drive premium product subscriptions [73] Question: BINGE Subscriber Growth Drivers - Subscriber growth for BINGE was attributed to both content releases like House of the Dragon and a strong customer experience, with no significant cannibalization observed [78] Question: Investment in Digital Real Estate - The company confirmed ongoing investments in digital real estate adjacencies, emphasizing the long-term opportunities in the U.S. market [81]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM 10-K ________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 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 ________________________________ NEWS CORPORATION (Exact name of ...

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, 2022 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 ____________________ ...

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 December 31, 2021 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 _________________ ...

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 September 30, 2021 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 ________________ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________ FORM 10-K ________________________________ (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 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 ________________________________ NEWS CORPORATION (Exact name of ...

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 Table of Contents For the quarterly period ended March 31, 2021 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 ____________________ ...