News Corp 8-K, filed Sep 21, 2020
News Corp (NWSA)
8-K
2020-09-21
For: 2020-09-21
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Added on
April 07, 2026
About this 8-K
News Corp filed this 8-K on September 21, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 7.01 Regulation FD Disclosure.
As previously announced, News Corporation (the “Company”) is scheduled to hold a virtual Dow Jones Investor Day on Monday, September 21, 2020. For the benefit of investors globally, the Company will host two sessions of the event, the first of which will be held from 10:00 a.m. to 11:30 a.m. EDT and the second of which will be held from 6:00 p.m. to 7:30 p.m. EDT. Webcasts of each session will be available via https://newscorp.com/investor-relations-2/presentations/. A copy of the investor presentation is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this report 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. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| NEWS CORPORATION (REGISTRANT) | |||||||||||||||||
| By: | /s/ Michael L. Bunder | ||||||||||||||||
| Michael L. Bunder | |||||||||||||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||||||||||||||
Dated: September 21, 2020
Dow Jones Investor Day September 2020
Cautionary Statement This presentation contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward- looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this presentation and include statements regarding the intent, belief or current expectations of News Corporation and Dow Jones and its and their management with respect to, among other things, trends affecting the financial condition or results of operations of News Corporation and Dow Jones, their strategy and strategic initiatives, market potential, trends and opportunities, future performance and other events or developments regarding News Corporation and/or Dow Jones. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to, increased competition; changes in technology and consumer and customer preferences; changes in advertising demand; changes in expected demand for digital offerings; the impact of the ongoing COVID-19 pandemic; circulation trends; weakness in general global economic conditions; uncertainty in global political, business or regulatory conditions; unanticipated business disruptions; pricing actions; changes in relationships with Dow Jones’s significant customers and suppliers; increased newsprint and other costs of sales; regulatory or legal changes, restrictions or actions; and unanticipated expenses such as litigation or legal settlement expenses. More information regarding these risks and uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is contained in News Corporation’s filings with the Securities and Exchange Commission, including the risk factors, as they may be amended from time to time, set forth in News Corporation’s Form 10-K, Form 10-Q and Form 8-K reports. This presentation represents the views of News Corporation and Dow Jones and its and their management as of September 21, 2020, and neither News Corporation nor Dow Jones undertakes any obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Robert Thomson
News Media 31% Dow Jones 18% Book Publishing 18% Sub. Video Services 21% News Media 53% Dow Jones 19% Book Publishing 17% Sub. Video Services 6% News Media 5% Dow Jones 20% Book Publishing 18%Digital Real Estate Services 29% Sub. Video Services 28% News Media 37% Dow Jones 18% Book Publishing 16% Digital Real Estate Services 18% Sub. Video Services 11% Then and now FY14 FY20 Revenue Total Segment EBITDA (1) Note: Percentage figures based on Total Segment EBITDA excluding Other and Digital Education segments. Digital Real Estate Services 5% Digital Real Estate Services 12%
Circulation and subscription revenue Note: News Corp began consolidating Foxtel results in the fourth quarter of fiscal 2018. FY14 FY20 $4m $3m +43% $2.7b $3.8b
(1) Average monthly unique users for Q4 FY20. Web and app. Monthly unique users of realtor.com®’s web and mobile sites for August 2020 were 92 million. (2) Average monthly unique users for Q4 FY20. Google Analytics. (3) Average monthly unique users for Q4 FY20. Web and app. (4) Average monthly unique users for Q4 FY20. Web and app. Adobe Analytics. 70 million uniques (4) 67 million uniques (3) 178 million uniques (2) 80 million uniques (1)
Almar Latour
Who we are today The opportunities How we’ll succeed THREE THINGS
Video
THREE THINGS Who we are today The opportunities How we’ll succeed
Truth to good ends“ “
The source of truth and insight for decision-makers OUR MISSION
Strong foundation
152m Record digital audience Note: Audience volume (internal reported average unique monthly visitors) based on FY20 Q4 figures
3.8m Record subscriptions Note: Subscription volume based on FY20 Q4 figures
Record digital revenue Note: Revenues based on FY20 full year. $1.0b
$160m Record Risk & Compliance revenue Note: Source: Approximate total annual revenue for Risk & Compliance in FY20, based on internal reporting.
Record Recurring revenue Note: Revenues based on FY20 full year. Recurring revenues from circulation, subscription and other revenue excluding single-copy sales and other one-time revenue as a percentage of total revenue in FY20
Who we are today The opportunities How we’ll succeed THREE THINGS
MARKET TRENDS A flight to quality The most trusted news brand in the U.S. Source: Simmons Research News Media Trust Index 2018, Reuters Institute Digital News Report 2020
A flight to quality MARKET TRENDS Generational shift Historic wealth transfer Citation: The Cerulli Report—U.S. High-Net-Worth and Ultra-High-Net-Worth Markets 2018
A flight to quality MARKET TRENDS Source: The Cap Gemini World Wealth Report, 2017 Increased regulation Generational shift Increased regulation, more complex global trade
90 million Sources: Market Sizing, Aug 2020. Base = 4000n US nationally representative sample THE OPPORTUNITY + (in the U.S. alone)
Who we are today The opportunities How we’ll succeed THREE THINGS
Scale Connect Accelerate Superskill HOW WE’LL WIN
Scale Invest in data and technology Reach new audiences and markets Diversify our products 1 2 3
Deepen our customer engagement Organize our business around what our customers need 1 2 3 Connect Partner to offer valuable goods and services
Further evolve our digital operating model Become lighter, faster and more flexible Reimagine our structure and ways of working 1 2 3 Accelerate
Invest further in top talent to drive tech advances Strengthen diversity and inclusion at every level Continue building a workforce that matches our ambition 1 2 3 Superskill
Josh Stinchcomb Advertising Guy Harrison Dow Jones Risk & Compliance Christina Van Tassell Financials Suzi Watford Membership Matt Murray Journalism AGENDA Q&A
Suzi Watford
Serving members Digital first Growing membership
Membership is the engine for growth
Our membership brands
Our membership brands
Serving members Digital first Growing membership
We are not a nice to have. We are essential.
The most widely trusted newspaper brand Source: Reuters Institute Digital News Report 2020
Not At All Trustworthy Slightly Trustworthy Somewhat Trustworthy Very Trustworthy Completely Trustworthy 22% 46% 55% 73% 84% Trust is correlated with willingness to pay Source: Politics, Trust & Media 2019 (Dow Jones proprietary research) Willingness to pay
WSJ is the educated and unbiased news for me. It’s a source I can share with anyone without feeling like I have taken a side. ” Source: Brand Associations, June 2020
Our journalism is valued. Our audience is valuable.
98% Are inspired by Barron's content to make investment decisions Source: WSJ | BG Intelligence Group Barron’s Group Study June 2020
We reach more of the C-suite Sources: GBI 2019 USA, Europe, APAC, Sample size N=11,514 (WSJ and MarketWatch brands); GBI 2019 USA, Sample Size N=1,402 (Barron’s); Reach reflects engagement with brands in past 30 days from date of being surveyed. Global C-suite executives (thousands)
From the classroom to the boardroom
2016 2020 56 49 WSJ membership is getting younger Source: Internal Reporting, Average age of WSJ U.S. subscriber, October 2016-March 2020
Lifetime relationships. Lifetime revenue.
Serving members Digital first Growing membership
A world-class digital membership machine
Record digital audience 152m Source: FY20 Q4 monthly average of total unique visitors across Dow Jones brands owned and operated platforms, based on Adobe Analytics.
Customer-led dynamic paywall
2015 2016 2017 2018 2019 2020 Dynamic paywall introduced Source: Internal Reporting, January 2015-January 2020 Conversion Rate on WSJ 4x increase in onsite conversion
Core content drives sales
FY15 FY20 $421m $200m Note: Revenue represents total digital circulation revenue. More than doubled digital circulation revenue
FY15 FY20 $421m $200m Note: Revenue represents total digital circulation revenue. 58% More than doubled digital circulation revenue of total circulation revenue
Full price $38.99 a month Intro o"er $19.50 a month Full price $19.99 a month Intro o"er $9.99 a month Premium-priced digital membership
Full price $38.99 a month Intro o"er $19.50 a month Full price $19.99 a month Intro o"er $9.99 a month New digital membership testing
Find Attract Convert Engage
Understanding our members
Serving members Digital first Growing membership
Our circulation revenue and membership are growing FY15 FY16 FY17 FY18 FY19 FY20 3.8m 3.3m 3.0m2.8m 2.5m2.4m $549m $568m $595m $652m $697m $740m Note: Revenue represents total circulation & other revenue. Presented on a 52-week basis. Dow Jones total member subscriptions volume based on June-ending quarterly averages with independent assurance by PricewaterhouseCoopers LLP UK. Dow Jones total circulation & other revenue Dow Jones total member subscriptions
The platform for growth
90+m 56m 12m College-educated and interested in DJ's core content The opportunity US membership Are currently, or willing to, pay for news Likely or Very Likely Subscribers to DJ Sources: Market Sizing, Aug 2020. Base = 4000n US nationally representative sample interest d in Dow ones rt it : U.S. e bership Currently pa ing, or are willing to pay, for news Prospects likely or very likely to subscribe : Market sizing, based on Dow Jones's propriet ry resea ch, Aug 2020. B se = 4000n U.S. nationally representative sample
A platform as powerful as the people who use it
Matt Murray
The premier business news provider Standing apart with fair factual journalism Digital transformation
The world’s definitive source
Travel During Covid: Disney World, But Empty
The NBA Stops Play and Proves It Never Was a Bubble
Actionable intelligence
Actionable intelligence
First read Last word
Facts, Data, Information, Reported analysis
WSJ Opinion
Providing objective facts and insight
Our growing community
Leading-edge of digital innovation
1,500+ journalists, in 50+ locations Note: Employee count as of August 2020
1,000 digital articles 36 videos 41 podcast episodes 4,800 newswires headlines 3 live events 100+ newsletters 6 newspapers 1 Week
5G Can Replace Your Home Internet— Your Motor-Home Internet, That Is
White House to Target Hospitals for Uneven Covid-19 Data Reporting
TikTok Deal Talks Are Slowed Over New China Rules
Innovative product experiences
Individual-Investor Boom Reshapes U.S. Stock Market
Impactful journalism
Amazon Has Ceded Control of Its Site. The Result: Thousands of Banned, Unsafe or Mislabeled Products
Facebook’s Zuckerberg Questioned in FTC Antitrust Probe
Blood-Testing Firm Theranos to Dissolve
China Message to U.S.: Crossing ‘Red Lines’ Could Put Trade Deal at Risk
Morgan Stanley Is Buying E*Trade, Betting on Smaller Customers
Time of transformation
Invest smartly in our audiences needs
First read Last word
Josh Stinchcomb
Digital advertising momentum
B2B digital ad spend Source: eMarketer U.S. B2B digital advertising 2020. 20% 21% CY19 CY20-E CY21-E $9.03b $8.14b $6.64b
A high-quality audience that trusts us with their data Expanded digital o"erings in growth areas Team of experts
A high-quality audience that trusts us with their data Expanded digital o"erings in growth areas Team of experts
High-quality audiences 80% U.S. C-Suite ~90% #1 in competitive set $16.9t Aggregate net worth #1 in competitive set of liquid assets $2M+ Influence $9 of $10 in total business purchases #1 in competitive set Sources: GBI 2019 USA (for "80% U.S. C-Suite") and Spring 2020 Ipsos Affluent Study. Comp set: New York Times, Bloomberg, Washington Post, Forbes, Financial Times, The Economist, Fortune and The Atlantic.
High-value community segments
A high-quality audience that trusts us with their data Expanded digital o"erings in growth areas Team of experts
Traditional Display Custom & Virtual Events FY21 FY23 Driven by data and performance Driven by creativity and service Expanded digital o"erings Data-driven digital Traditional display Custom and virtual events Source: Current Internal Financial Projections, % of digital advertising revenue FY21-FY23
Custom content Source: Internal Salesforce Reporting, FY20 versus FY19. 19% Improved close rate 38% Improved renewal rate 42% Increase in multi-year $1m+ partnerships
Virtual events Upfront buying commitment 2x production e#ciency 2x attendee scale Source: Internal Salesforce Reporting, Internal Event Data FY21 YTD.
Custom content and event clients
Data-driven and automated Source: Internal Financial FY20 actuals 68% Premium programmatic revenue grew in FY20 147% Digital ad partnerships grew in FY20 26% First-party data products grew in FY20
First-party data clients
A high-quality audience that trusts us with their data Expanded digital o"erings in growth areas Team of experts
Our expertise Rebalancing focus Infusing digital sales expertise Diversified, skilled, leaner
A category of one
Guy Harrison
Our growth story so far A valuable business Where next? Our growth story so far
Our growth story so far A valuable business Where next?
We help our customers manage risk and stay compliant
What we o"er Data Adverse Media Beneficial Ownership Politically Exposed Persons Sanctions Specialist Lists
What we o"er Software RiskCenter | Financial Crime RiskCenter | Third Party RiskCenter | Trade Compliance
What we o"er Services Compliance Training Due Diligence Research Managed Services Professional Services
$0 $50 $100 $150 $200 FY16 FY17 FY18 FY19 FY20 ($m) ~$160m 20 quarters of double-digit growth year-over-year Source: Risk & Compliance year-over-year revenue growth from FY14-FY20, based on internal reporting.
in total annual revenues Source: Approximate total annual revenue for Risk & Compliance in FY20, based on internal reporting. $160m
A highly undervalued part of a highly undervalued company
Our growth story so far A valuable business Where next? Our growth story so far
Highest-quality data
Essential products and services Novartis, Alcon Pay $347 Million to Settle Bribery Probes
A global customer base Americas Asia Pacific Europe, Middle East, Africa 51% 24% 25% Source: Risk & Compliance revenue distribution by geography for FY20, based on internal reporting.
Long-term contracts are 95% of revenues Source: Average recurring revenue for Risk & Compliance in FY20, based on internal reporting. Excludes one-time revenue from Due Diligence report sales.
A valuable business Where next? Our growth story so far
Regulation Regulation Regulation Regulation Regulation
Anti-money laundering Counter-terrorism financing Sanctions compliance Anti-bribery and corruption International trade compliance Regulation Regulation Regulation Regulation Regulation
Compliance is going mainstream
From data delivery to complete compliance Workflow, Tools and Analytics Industry Standards and other Regulations Identity, Fraud and Cyber Supply Chain and Operational Risk Growth business Data and Content Financial Crime (KYC, AML) Services Long-term growth Core focus
Trust-driven compliance partner
Christina Van Tassell
Extraordinary potential
Diversified & global business Predictable, profitable & productive Investing for growth
Dow Jones is diversified AdvertisingCirculation Professional Information Business Primary revenue streams
>10k total customers in 162 countries Customers 4.4k employees in 36 countries Employees We are global ~3.8m member subscriptions in 182 countries Members Note: Member data based on June-ending quarterly averages, with independent assurance provided by PricewaterhouseCoopers LLP UK. Customer and employee data provided by internal finance reporting, based on the fiscal year ending, June 30, 2020.
Diversified & global business Predictable, profitable & productive Investing for growth
Continued growth $1.6b Total revenue $236m Segment EBITDA 15% Segment EBITDA margin Note: Results represent the fiscal year ending, June 30, 2020. +13% YoY+3% YoY +1.4 ppts YoY
152m Digital audience 3.8m Member subscriptions $1.0b Digital revenue $160m Risk & Compliance revenue Notes: Figures represent results for the fiscal year ended June 30th, 2020. Digital audience represents Dow Jones owned & operated properties monthly average unique visitors for the fiscal quarter ended June 30th 2020 based on Adobe Analytics. Member subscriptions represent the latest results with independent assurance provided by PricewaterhouseCoopers LLP UK for the fiscal quarter ended June 30th 2020. Record performance
Revenue is increasingly digital 0% 25% 50% 75% 100% FY14 FY15 FY16 FY17 FY18 FY19 FY20 Professional Information Business Digital Advertising Digital Circulation & Other Print Advertising Print Circulation Other 27% 9% 12% 29% 21% 19% 12% 28% 28% 10% 48% Digital 67% Digital Note: “Digital Circulation & Other” includes the circulation & other revenue line as reported on the FY20 News Corp form 10-K, as well as the digital portion of the “other” revenue line. “Other” represents the remaining non-digital portion of the “other” revenue line.
FY14 FY15 FY16 FY17 FY18 FY19 FY20 55% 60% 65% 70% 75% Recurring revenue 75% Note: Recurring revenue across circulation, subscription and other revenue lines excluding single-copy sales and other one-time revenue Pe rc en ta ge o f t ot al re ve nu e Revenue is increasingly predictable
FY18 FY19 FY20 $236m $208m$193m Segment EBITDA 15% margin 13% margin +8% YoY +13% YoY Revenue is increasingly profitable
0% 25 % 50 % 75 % 10 0% FY14 FY15 FY16 FY17 FY18 FY19 FY20 27% 48% 25% 48% 38% 14%Ru n Tr an sf or m Gr ow Note: The above outlines total Dow Jones capital expenditures. $49m $59m Investing more productively
Diversified & global business Predictable, profitable & productive Investing for growth
Scale Connect Accelerate Superskill
Technology Product Experience AudiencePlatforms
Content & Data Journalism Unique sources & access Cross-product opportunities
33k 16k >3m Global news & information sources News items published per day on average Profiles included in the database Note: Factiva and Newswires data from the FY20 News Corp Form 10-K. Risk & Compliance profile data from internal reporting.
People Upskilling talent Diversity & inclusion Future of work Culture
Product Operations Results Dow Jones equals opportunity
Create value
Thank you
Dow Jones Investor Day September 2020
Production health and safety Health screenings and temperature checks Social distancing was practiced and actively monitored Face coverings worn throughout, except when presenting on camera
Appendix
The following table provides the results of the Dow Jones segment for the fiscal years ended June 30, 2020 and 2019 and the fiscal quarters therein. FY2019 and FY2020 Dow Jones segment quarterly results