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News Corporation For personal use only For personal use only Appendix 4D Half year report Name of entity NEWS CORPORATION ABN or equivalent company reference Financial half year ended ARBN: 163 882 933 31 December, 2013 Results for announcement to the market US$ million Revenues down 3.2% to 4,310 Net income down 86.4% to 178 News Corporation, a Delaware corporation, was originally formed on December 11, 2012 as New Newscorp LLC to hold certain businesses of its former parent company, Twenty-First Century Fox, Inc. (formerly named News Corporation) (“21st Century Fox”) consisting of newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. News Corporation was subsequently converted to New Newscorp Inc, a Delaware corporation, on June 11, 2013. On June 28, 2013, the Company completed the separation of its businesses (the “Separation”) from 21st Century Fox. As of the effective time of the Separation, all of the outstanding shares of the Company were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Company Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. Following the Separation, the Company’s Class A and Class B Common Stock began trading independently on The NASDAQ Global Select Market (“NASDAQ”) under the trading symbols “NWSA” and “NWS,” respectively. CHESS Depositary Interests (“CDIs”) representing the Company’s Class A and Class B Common Stock also trade on the Australian Securities Exchange (“ASX”) under the trading symbols “NWSLV” and “NWS,” respectively. In connection with the Separation, the Company assumed the name “News Corporation.” Dividends No dividends have been paid or declared with respect to the current financial year. The Company expects to pay regular cash dividends in the future, though the timing, declaration, amount and payment of future dividends to stockholders will fall within the discretion of its 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 and other factors that the Board of Directors deems relevant. Net tangible asset backing per share is US$13.86 as of December 31, 2013 and is based on asset values disclosed in the Consolidated Balance Sheet. For personal use only Commentary on these results is contained in the attached Form 10-Q for the period ended 31 December, 2013. 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, 2013 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 Registrant as Specified in its Charter) Delaware 46-2950970 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1211 Avenue of the Americas, New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (212) 416-3400 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ⌧ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer ⌧ Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ As of February 3, 2014, 379,386,334 shares of Class A Common Stock and 199,630,240 shares of Class B Common Stock were outstanding. For personal use only NEWS CORPORATION FORM 10-Q TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Consolidated and Combined Statements of Operations for the three and six months ended December 31, 2013 and 2 2012 (unaudited) Consolidated and Combined Statements of Comprehensive (Loss) Income for the three and six months ended 3 December 31, 2013 and 2012 (unaudited) Consolidated Balance Sheets as of December 31, 2013 (unaudited) and June 30, 2013 (audited) 4 Consolidated and Combined Statements of Cash Flows for the six months ended December 31, 2013 and 2012 5 (unaudited) Notes to the Unaudited Consolidated and Combined Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 52 Item 4. Controls and Procedures 53 Part II. Other Information Item 1. Legal Proceedings 54 Item 1A. Risk Factors 57 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 69 Item 3. Defaults Upon Senior Securities 69 Item 4. Mine Safety Disclosures 69 Item 5. Other Information 69 Item 6. Exhibits 70 Signature 71 For personal use only NEWS CORPORATION CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Unaudited; millions, except per share amounts) For the three months ended December 31, For the six months ended December 31, Notes 2013 2012 2013 2012 Revenues: Advertising $ 1,080 $ 1,163 $ 2,038 $ 2,204 Circulation and Subscription 661 654 1,340 1,262 Consumer 377 346 688 672 Other 120 158 244 316 Total Revenues 2,238 2,321 4,310 4,454 Operating expenses (1,274) (1,352) (2,569) (2,686) Selling, general and administrative (637) (669) (1,273) (1,379) Depreciation and amortization (138) (129) (279) (254) Impairment and restructuring charges 3 (36) (62) (63) (177) Equity earnings of affiliates 4 17 28 30 54 Interest, net 16 18 33 29 Other, net 14 (231) 1,252 (672) 1,255 (Loss) income before income tax benefit (45) 1,407 (483) 1,296 Income tax benefit 12 211 4 687 32 Net income 166 1,411 204 1,328 Less: Net income attributable to noncontrolling interests (15) (12) (26) (21) Net income attributable to News Corporation stockholders $ 151 $ 1,399 $ 178 $ 1,307 Net income available to News Corporation stockholders per share: Basic and diluted 8 $0.26 $2.42 $ 0.31 $2.26 The accompanying notes are an integral part of these unaudited consolidated and combined financial statements. 2 For personal use only NEWS CORPORATION CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited; millions) For the three months ended December 31, For the six months ended December 31, 2013 2012 2013 2012 Net income $ 166 $ 1,411 $ 204 $ 1,328 Other comprehensive income (loss): Foreign currency translation adjustments (240) (30) (39) 77 Unrealized holding (losses) gains on securities (1) 1 (1) 1 Benefit plan adjustments, net of income tax (benefit) of ($2) million and nil for the three months ended December 31, 2013 and 2012, respectively, and income tax expense (benefit) of $8 million and ($2) million for the six months ended December 31, 2013 and 2012, respectively (2) 2 9 (3) Share of other comprehensive income from equity affiliates, net of income tax expense of $1 million and nil for the three months ended December 31, 2013 and 2012, respectively, and income tax expense of $4 million and nil for the six months ended December 31, 2013 and 2012, respectively 3 — 11 — Other comprehensive (loss) income (240) (27) (20) 75 Comprehensive (loss) income (74) 1,384 184 1,403 Less: Net income attributable to noncontrolling interests (15) (12) (26) (21) Less: Other comprehensive loss (income) attributable to noncontrolling interests 8 (1) 6 (2) Comprehensive (loss) income attributable to News Corporation stockholders $ (81) $ 1,371 $ 164 $ 1,380 For personal use only The accompanying notes are an integral part of these unaudited consolidated and combined financial statements. 3 NEWS CORPORATION CONSOLIDATED BALANCE SHEETS (Millions, except share and per share amounts) As of December 31, As of June 30, Notes 2013 2013 (unaudited) (audited) Assets: Current assets: Cash and cash equivalents $ 2,908 $ 2,381 Amounts due from 21st Century Fox 9 — 247 Receivables, net 14 1,481 1,335 Income taxes receivable 12 147 29 Other current assets 14 576 651 Total current assets 5,112 4,643 Non-current assets: Investments 4 2,431 2,499 Property, plant and equipment, net 2,927 2,992 Intangible assets, net 2,120 2,186 Goodwill 2,728 2,725 Other non-current assets 14 665 598 Total assets $ 15,983 $ 15,643 Liabilities and Equity: Current liabilities: Accounts payable $242
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