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NEWS CORPORATION (Exact Name of Registrant As Specified in Its Charter) ______ 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, 2020 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 incorporation or organization) (I.R.S. Employer Identification No.) 1211 Avenue of the Americas, New York, New York 10036 (Address of principal executive offices) (Zip Code) (212) 416-3400 (Registrant’s telephone number, including area code) _________________________________________ Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbol(s) on which registered Class A Common Stock, par value $0.01 per share NWSA The Nasdaq Global Select Market Class B Common Stock, par value $0.01 per share NWS The Nasdaq Global Select Market Class A Preferred Stock Purchase Rights N/A The Nasdaq Global Select Market Class B Preferred Stock Purchase Rights N/A The Nasdaq Global Select Market Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒ As of January 29, 2021, 391,092,888 shares of Class A Common Stock and 199,630,240 shares of Class B Common Stock were outstanding. Table of Contents NEWS CORPORATION FORM 10-Q TABLE OF CONTENTS Page Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations for the three and six months ended December 31, 2020 and 2019 (unaudited) 2 Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended December 31, 2020 and 2019 (unaudited) 3 Consolidated Balance Sheets as of December 31, 2020 (unaudited) and June 30, 2020 (audited) 4 Consolidated Statements of Cash Flows for the six months ended December 31, 2020 and 2019 (unaudited) 5 Notes to the Unaudited Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 46 Item 4. Controls and Procedures 46 Part II. Other Information Item 1. Legal Proceedings 48 Item 1A. Risk Factors 48 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 3. Defaults Upon Senior Securities 48 Item 4. Mine Safety Disclosures 48 Item 5. Other Information 48 Item 6. Exhibits 48 Signature 49 Table of Contents PART I ITEM 1. FINANCIAL STATEMENTS NEWS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; millions, except per share amounts) For the three months ended For the six months ended December 31, December 31, Notes 2020 2019 2020 2019 Revenues: Circulation and subscription $ 1,030 $ 990 $ 2,032 $ 1,985 Advertising 448 677 780 1,285 Consumer 523 421 964 808 Real estate 281 242 516 460 Other 132 149 239 281 Total Revenues 2 2,414 2,479 4,531 4,819 Operating expenses (1,198) (1,351) (2,362) (2,689) Selling, general and administrative (719) (773) (1,404) (1,554) Depreciation and amortization (167) (162) (331) (324) Impairment and restructuring charges 4 (23) (29) (63) (326) Equity losses of affiliates 5 (3) (3) (4) (5) Interest expense, net (12) (8) (20) (4) Other, net 13 54 2 71 6 Income (loss) before income tax expense 346 155 418 (77) Income tax expense 11 (85) (52) (110) (31) Net income (loss) 261 103 308 (108) Less: Net income attributable to noncontrolling interests (30) (18) (43) (34) Net income (loss) attributable to News Corporation stockholders $ 231 $ 85 $ 265 $ (142) Net income (loss) attributable to News Corporation stockholders per share: 9 Basic $ 0.39 $ 0.15 $ 0.45 $ (0.24) Diluted $ 0.39 $ 0.14 $ 0.45 $ (0.24) The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 Table of Contents NEWS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited; millions) For the three months ended For the six months ended December 31, December 31, 2020 2019 2020 2019 Net income (loss) $ 261 $ 103 $ 308 $ (108) Other comprehensive income (loss): Foreign currency translation adjustments 315 199 422 14 Net change in the fair value of cash flow hedges(a) — — (2) (14) Benefit plan adjustments, net(b) (7) (13) 1 (2) Other comprehensive income (loss) 308 186 421 (2) Comprehensive income (loss) 569 289 729 (110) Less: Net income attributable to noncontrolling interests (30) (18) (43) (34) Less: Other comprehensive (income) loss attributable to noncontrolling interests (63) (36) (80) 9 Comprehensive income (loss) attributable to News Corporation stockholders $ 476 $ 235 $ 606 $ (135) (a) Net of income tax benefit of nil for the three months ended December 31, 2020 and 2019, respectively, and income tax benefit of nil and $3 million for the six months ended December 31, 2020 and 2019, respectively. (b) Net of income tax benefit of $3 million and $4 million for three months ended December 31, 2020 and 2019, respectively, and income tax benefit of nil and $1 million for the six months ended December 31, 2020 and 2019, respectively. 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) As of As of Notes December 31, 2020 June 30, 2020 (unaudited) (audited) Assets: Current assets: Cash and cash equivalents $ 1,562 $ 1,517 Receivables, net 13 1,444 1,203 Inventory, net 203 348 Other current assets 387 393 Total current assets 3,596 3,461 Non-current assets: Investments 5 353 297 Property, plant and equipment, net 2,315 2,256 Operating lease right-of-use assets 1,074 1,061 Intangible assets, net 1,934 1,864 Goodwill 4,292 3,951 Deferred income tax assets 11 337 332 Other non-current assets 13 1,193 1,039 Total assets $ 15,094 $ 14,261 Liabilities and Equity: Current liabilities: Accounts payable $ 291 $ 351 Accrued expenses 1,094 1,019 Deferred revenue 2 400 398 Current borrowings 6 212 76 Other current liabilities 13 864 838 Total current liabilities 2,861 2,682 Non-current liabilities: Borrowings 6 1,044 1,183 Retirement benefit obligations 254 277 Deferred income tax liabilities 11 339 258 Operating lease liabilities 1,160 1,146 Other non-current liabilities 362 326 Commitments and contingencies 10 Class A common stock(a) 4 4 Class B common stock(b) 2 2 Additional paid-in capital 12,091 12,148 Accumulated deficit (2,976) (3,241) Accumulated other comprehensive loss (990) (1,331) Total News Corporation stockholders’ equity 8,131 7,582 Noncontrolling interests 943 807 Total equity 7 9,074 8,389 Total liabilities and equity $ 15,094 $ 14,261 (a) Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 391,082,746 and 388,922,752 shares issued and outstanding, net of 27,368,413 treasury shares at par at December 31, 2020 and June 30, 2020, respectively. (b) Class B common stock, $0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 199,630,240 shares issued and outstanding, net of 78,430,424 treasury shares at par at December 31, 2020 and June 30, 2020, 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 six months ended December 31, Notes 2020 2019 Operating activities: Net income (loss) $ 308 $ (108) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 331 324 Operating lease expense 64 86 Equity losses of affiliates 5 4 5 Cash distributions received from affiliates 7 5 Impairment charges — 292 Other, net 13 (71) (6) Deferred income taxes and taxes
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