Form 8-K



Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2018






(Exact name of registrant as specified in its charter)




Delaware   001-35769   46-2950970

(State or other jurisdiction

of incorporation)

File Number)

(IRS Employer

Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.    ☐

Item 2.02

Results of Operations and Financial Condition.

In April 2018, News Corporation (the “Company”) and Telstra Corporation Limited (“Telstra”) combined their respective 50% interests in Foxtel and News Corporation’s 100% interest in FOX SPORTS Australia into a new company (the “Transaction”). Following the completion of the Transaction, the Company owns a 65% interest in the combined business, with Telstra owning the remaining 35%. Consequently, the Company began consolidating Foxtel in the fourth quarter of fiscal 2018. The results of the combined business are reported within the Subscription Video Services segment (formerly the Cable Network Programming segment).

As part of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, the Company supplementally included pro forma financial information for the fiscal years ended June 30, 2018 and 2017 to reflect the Company’s results of operations as if the Transaction had occurred on July 1, 2016.

This Current Report on Form 8-K is being furnished to make available certain additional supplemental pro forma financial information of News Corporation for each of the fiscal quarters ended September 30, 2017, December 31, 2017, March 31, 2018 and June 30, 2018. The Company believes that the presentation of this supplemental information enhances comparability across the reporting periods.

The information in this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.    



99.1    Unaudited supplemental pro forma results of operations for the quarters ended September 30, 2017, December 31, 2017, March 31, 2018 and June 30, 2018.


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 hereunto duly authorized.





/s/ Michael L. Bunder

  Michael L. Bunder
  Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: November 8, 2018