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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 September 30, 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 October 30, 2020, 390,955,182 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 months ended September 30, 2020 and 2019 (unaudited) 2 Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2020 and 2019 (unaudited) 3 Consolidated Balance Sheets as of September 30, 2020 (unaudited) and June 30, 2020 (audited) 4 Consolidated Statements of Cash Flows for the three months ended September 30, 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 24 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 39 Part II. Other Information Item 1. Legal Proceedings 40 Item 1A. Risk Factors 40 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40 Item 3. Defaults Upon Senior Securities 40 Item 4. Mine Safety Disclosures 40 Item 5. Other Information 40 Item 6. Exhibits 41 Signature 42 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 September 30, Notes 2020 2019 Revenues: Circulation and subscription $ 1,002 $ 995 Advertising 332 608 Consumer 441 387 Real estate 235 218 Other 107 132 Total Revenues 2 2,117 2,340 Operating expenses (1,164) (1,338) Selling, general and administrative (685) (781) Depreciation and amortization (164) (162) Impairment and restructuring charges 3 (40) (297) Equity losses of affiliates 4 (1) (2) Interest (expense) income, net (8) 4 Other, net 12 17 4 Income (loss) before income tax (expense) benefit 72 (232) Income tax (expense) benefit 10 (25) 21 Net income (loss) 47 (211) Less: Net income attributable to noncontrolling interests (13) (16) Net income (loss) attributable to News Corporation stockholders $ 34 $ (227) Net income (loss) attributable to News Corporation stockholders per share: 8 Basic and diluted $ 0.06 $ (0.39) 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 September 30, 2020 2019 Net income (loss) $ 47 $ (211) Other comprehensive income (loss): Foreign currency translation adjustments 107 (185) Net change in the fair value of cash flow hedges(a) (2) (14) Benefit plan adjustments, net(b) 8 11 Other comprehensive income (loss) 113 (188) Comprehensive income (loss) 160 (399) Less: Net income attributable to noncontrolling interests (13) (16) Less: Other comprehensive (income) loss attributable to noncontrolling interests (17) 45 Comprehensive income (loss) attributable to News Corporation stockholders $ 130 $ (370) (a) Net of income tax benefit of nil and $3 million for the three months ended September 30, 2020 and 2019, respectively. (b) Net of income tax expense of $3 million for both the three months ended September 30, 2020 and 2019. 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 September 30, 2020 June 30, 2020 (unaudited) (audited) Assets: Current assets: Cash and cash equivalents $ 1,539 $ 1,517 Receivables, net 12 1,240 1,203 Inventory, net 203 348 Other current assets 453 393 Total current assets 3,435 3,461 Non-current assets: Investments 4 314 297 Property, plant and equipment, net 2,225 2,256 Operating lease right-of-use assets 1,048 1,061 Intangible assets, net 1,869 1,864 Goodwill 3,997 3,951 Deferred income tax assets 10 337 332 Other non-current assets 12 1,175 1,039 Total assets $ 14,400 $ 14,261 Liabilities and Equity: Current liabilities: Accounts payable $ 322 $ 351 Accrued expenses 1,060 1,019 Deferred revenue 2 409 398 Current borrowings 5 78 76 Other current liabilities 12 869 838 Total current liabilities 2,738 2,682 Non-current liabilities: Borrowings 5 1,206 1,183 Retirement benefit obligations 260 277 Deferred income tax liabilities 10 263 258 Operating lease liabilities 1,135 1,146 Other non-current liabilities 344 326 Commitments and contingencies 9 Class A common stock(a) 4 4 Class B common stock(b) 2 2 Additional paid-in capital 12,075 12,148 Accumulated deficit (3,207) (3,241) Accumulated other comprehensive loss (1,235) (1,331) Total News Corporation stockholders’ equity 7,639 7,582 Noncontrolling interests 815 807 Total equity 6 8,454 8,389 Total liabilities and equity $ 14,400 $ 14,261 (a) Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 390,954,837 and 388,922,752 shares issued and outstanding, net of 27,368,413 treasury shares at par at September 30, 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 September 30, 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 three months ended September 30, Notes 2020 2019 Operating activities: Net income (loss) $ 47 $ (211) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 164 162 Operating lease expense 32 43 Equity losses of affiliates 4 1 2 Cash distributions received from affiliates 4 2 Impairment charges — 273 Other, net 12 (17) (4) Deferred income taxes and taxes payable 10 10 (45) Change in operating assets and liabilities, net of acquisitions: Receivables and other assets (46) (1,551) Inventories, net 2 (72) Accounts payable and other liabilities (42) 1,428 Net cash provided by operating activities 155 27 Investing activities: Capital expenditures (93) (117) Acquisitions, net of cash acquired (1) — Investments in equity affiliates and other (7) (5) Proceeds from property, plant and equipment and other asset dispositions 2 3 Other, net 3 1 Net cash used in investing activities (96) (118) Financing activities: Borrowings 5 123 199 Repayment of borrowings 5 (119) (290) Dividends paid (20) (22) Other, net (34) 18 Net cash used in financing activities (50) (95) Net change in cash and cash equivalents 9 (186) Cash and cash equivalents, beginning of period 1,517 1,643 Exchange movement on opening cash balance 13 (16) Cash and cash equivalents, end of period $ 1,539 $ 1,441 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.
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