UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

February 12, 2010

DATE OF REPORT

(DATE OF EARLIEST EVENT REPORTED)

 

 

NEWS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

Delaware		001-32352		26-0075658
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NO.)		(IRS EMPLOYER IDENTIFICATION NO.)

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

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(212) 852-7000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 

 

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))

 

 

 

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ITEM 8.01

OTHER EVENTS.

News Corporation (the “Company”) is filing herewith updated financial statements and other affected financial information for the periods included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 that reflect retrospective adjustments resulting from changes in the Company’s segment reporting, a change in presentation of its consolidated statements of operations, the adoption of Financial Accounting Standards Board Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51,” which was effective July 1, 2009 and certain additional explanatory disclosures. The Company regularly reviews its segment reporting and classification and may periodically change its reportable segments to better align with operational changes. As a result of a restructuring in the first quarter of fiscal 2010, the operating results of the Company’s STAR Group Limited which were previously reported in the Company’s Television segment are now reported in its Cable Network Programming segment. The Company has also renamed its Magazines and Inserts segment as the Integrated Marketing Services segment. In addition, the Company has changed the presentation format of its consolidated statements of operations and eliminated the caption “Operating income (loss).”

Except as specifically noted in the filing, this Current Report on Form 8-K does not reflect events or developments that occurred after August 12, 2009, and does not modify or update the disclosures in any significant way other than as described above and set forth in the exhibits hereto. Without limiting the foregoing, this filing does not purport to update, amend or restate the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 for any information, uncertainties, transactions, risks, events or trends occurring, or known to management. More current information is contained in the Company’s Forms 10-Q for the three months ended September 30, 2009 and December 31, 2009 and other filings with the Securities and Exchange Commission (the “SEC”). The information in this Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009, its Quarterly Reports on Form 10-Q for the three months ended September 30, 2009 and December 31, 2009 and other documents filed by the Company with the SEC subsequent to August 12, 2009. Revisions to the Annual Report on Form 10-K for the fiscal year ended June 30, 2009 included in this Current Report on Form 8-K as noted above supersede the corresponding portions of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

 

Exhibit Number		Description
23.1		Consent of Ernst & Young LLP regarding News Corporation.
99.1		Revised Part I, Item 1. Business, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.2		Revised Part II, Item 6. Selected Financial Data, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.3		Revised Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.4		Revised Part II, Item 8. Financial Statements and Supplementary Data, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.

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101		The following financial information from Exhibit 99.4 of this Current Report on Form 8-K formatted in eXtensible Business Reporting Language: (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2009, 2008 and 2007; (ii) Consolidated Balance Sheets at June 30, 2009 and 2008; (iii) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2009, 2008 and 2007 (iv) Consolidated Statements of Equity and Other Comprehensive Income for the fiscal years ended June 30, 2009, 2008 and 2007; and (v) Notes to the Consolidated Financial Statements (tagged as blocks of text).

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SIGNATURES

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.

 

Dated: February 12, 2010

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EXHIBIT INDEX

 

Exhibit Number		Description
23.1		Consent of Ernst & Young LLP regarding News Corporation.
99.1		Revised Part I, Item 1. Business, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.2		Revised Part II, Item 6. Selected Financial Data, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.3		Revised Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
99.4		Revised Part II, Item 8. Financial Statements and Supplementary Data, from the Annual Report of News Corporation on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission on August 12, 2009.
101		The following financial information from Exhibit 99.4 of this Current Report on Form 8-K formatted in eXtensible Business Reporting Language: (i) Consolidated Statements of Operations for the fiscal years ended June 30, 2009, 2008 and 2007; (ii) Consolidated Balance Sheets at June 30, 2009 and 2008; (iii) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2009, 2008 and 2007 (iv) Consolidated Statements of Equity and Other Comprehensive Income for the fiscal years ended June 30, 2009, 2008 and 2007; and (v) Notes to the Consolidated Financial Statements (tagged as blocks of text).