NWSANews Corp (Class A)

We note your discussion of the various factors (positive and negative) behind the change in various revenue streams within this segment. However, we note you did not quantify the impact regarding some of these factors in your discussions.

Rest of the question

For example, you discussed the various factors behind the change in circulation and subscription revenues without quantification of the positive impact of price increases and digital subscriber growth on Dow Jones and the Australian newspapers. In future filings, please provide a more robust segment operating result discussion here and elsewhere, including the quantifications of various factors behind the change in revenues to the extent that they are material in understanding your operations. Refer to Item 303 of Regulation S-K.

The Company acknowledges the Staff’s comment and undertakes to include the requested disclosure in future filings. Read in the reply ↗

Please revise the table of contractual obligations to include your long-term debt in accordance with Regulation S-K, Item 303(A)(5).

In response to the Staff’s comment, the Company undertakes to include the obligations associated with its long-term debt in tabular format in its future filings subject to Item 303(A)(5) of Regulation S-K. By way of example, using our Form 10-K for the fiscal year ended June 30, 2016 as a model, in future filings we intend to revise the table of contractual obligations to reflect our long-term debt in the format shown below:

As of June 30, 2016

Payments Due by Period

Total

1 year

2-3 years

4-5 years

After 5 years

(in millions)

Purchase obligations(a)

$

787

339

183

166

Sports

Rest of the answer

programming rights(b)

1,184

158

379

388

259

Operating leases(c)

Land and buildings

1,436

129

274

207

826

Plant and machinery

—

Borrowings(d)

373

190

180

Total commitments and contractual obligations

3,784

631

1,028

874

1,251

The Company has not included expected interest payments in the table above as the payments are considered immaterial. We also intend to include the following footnote to the table with respect to borrowings (footnotes (a)-(c) that have been previously included in our Form 10-K are omitted for purposes of this example):

(d)

Primarily represents the REA Group unsecured syndicated revolving loan facility based on the contractual maturity date of the various sub facilities included within the agreement. See Note 9 to the Consolidated

Financial Statements.

The Company also respectfully notes that information related to the expected maturity of the

Company’s borrowings is included on page 67 of Management’s Discussion and Analysis and page 110 of the Notes to the consolidated financial statements in the Company’s Form 10-K for the fiscal year ended June 30, 2016.

Financial Statements

Notes to the Consolidated Financial Statements

Note 4.

Read in the reply ↗

We note that during fiscal 2016 you sold your Digital Education business and classified the results as discontinued operations. Given that in recent prior years the revenues of the Digital Education segment represented only 1% of your total revenues, please tell us why you believe this business is appropriately classified as discontinued operations under ASC 205-20.

Rest of the question

Specifically indicate in your response why the disposition of such a small portion of your business is considered a “strategic shift” under ASC 205-20-45-1. We may have further comment upon receipt of your response.

The Company respectfully believes that it has appropriately classified the disposal of its Digital Education segment as

Discontinued Operations in accordance with ASC 205-20. Specifically, ASC 205-20-45-1B states that:

“A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs:

a.

The component of an entity or group of components of an entity meets the criteria in

Rest of the answer

paragraph 205-20-45-1E to be classified as held for sale.

b.

The component of an entity or group of components of an entity is disposed of by sale.

c.

The component of an entity or group of components of an entity is disposed of other than by sale in accordance with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff).”

During the three months ended September 30, 2015, the Company’s Digital Education segment met the six criteria necessary to be classified as assets held for sale in accordance with ASC 205-20-45-1E. Management’s decision to dispose of the Digital Education segment represented a significant strategic shift in the Company’s overall business as it signaled the Company’s full exit from the digital education sector and the sale of one of its six reportable segments. The Company acknowledges the Staff’s comment regarding the materiality of the Digital Education segment’s historical revenue contribution, however, the Company notes that the disposed segment had a significant negative contribution to the Company’s overall profitability and liquidity measures. For the fiscal years ended June 30,

2015 and 2014, the Digital Education segment had a Segment EBITDA loss of $93 million and $193 million, respectively, on consolidated Total Segment EBITDA of $852 million and $770 million, respectively. For the fiscal years ended June 30, 2015 and 2014, the Digital Education segment had Operating cash outflows of $157 million and $175 million, respectively, on consolidated net cash provided by operating activities of $831 million and $854 million, respectively. In light of these factors, the Company believes that it has appropriately classified the disposal of its Digital Education segment as Discontinued Operations under ASC 205-20.

Read in the reply ↗

Please provide entity-wide disclosure with respect to your revenues from external customers for each product or service or each group of similar products or services. Refer to ASC 280-10-50-40.

The Company respectfully believes that it has addressed the disclosures required under ASC 280-10-50-40. The Company disclosed its revenues from external customers by major product or service on the face of the Statements of Operations for the fiscal years ended June 30, 2016, 2015 and 2014. In the Company’s Form 10-K for the fiscal year ended June 30, 2016, the consolidated revenues reported in the Statements of Operations are broken out into four separate line items, Advertising, Circulation and subscription, Consumer and Other, reflecting its groups of products and services as described in

Rest of the answer

Note 2 under “Revenue recognition” and the corresponding revenues from external customers for each. Additionally, information regarding revenues for these products and services by segment is included in Management’s Discussion and Analysis in the Form 10-K for the fiscal year ended June 30, 2016.

Read in the reply ↗

During the fiscal year ended June 30, 2016, the quarterly data shows significant fluctuations in operating results between the quarters. Specifically, there are large variations in net income for all quarters. Please revise to add a discussion of any unusual or infrequently occurring items during each quarter, such as impairment charges, legal settlements, etc., which may have contributed to the significant

Rest of the question

fluctuations in operating results. Refer to Item 302(a)(3) of Regulation S-K.

The Company acknowledges the Staff’s comment. The Company respectfully notes that disclosure of unusual or infrequently occurring items has been made throughout the Notes to the consolidated financial statements contained in the Form 10-K for the fiscal year ended June 30, 2016. These items include the disposal of the Digital Education segment (discussed on pages 101 and 102), the impact of certain legal settlements recognized during the fiscal year (discussed on pages 121 and 122) and the related tax impacts of such transactions (discussed on page 131).

Rest of the answer

The Company undertakes to include in any corresponding

“quarterly data” Note to the annual consolidated financial statements contained in future filings discussion of any unusual or infrequently occurring items during each quarter. By way of example, using our Form 10-K for the fiscal year ended June 30, 2016 as a model, in future filings we intend to include footnotes related to Income (loss) from continuing operations and Income (loss) from discontinued operations to the quarterly data table such as the following:

For the three months ended

September 30,

December 31,

March 31,

June 30,

(in millions, except per share amounts)

Fiscal 2016

Revenues

2,014

2,161

1,891

2,226

Income (loss) from continuing operations attributable to News Corporation stockholders(a)

(147

)

Income (loss) from discontinued operations, net of tax(b)

(24

(2

(5

Net income (loss) attributable to News Corporation stockholders

175

(149

Income (loss) from continuing operations available to News Corporation stockholders per share

— basic and diluted

0.22

0.15

(0.26

0.16

Income (loss) available to News Corporation stockholders per share — basic and diluted

0.08

(0.04

(0.01

0.30

0.11

Fiscal 2015

2,108

2,258

2,041

2,117

Income from continuing operations attributable to News Corporation stockholders(a)

162

(Loss) income from discontinued operations, net of

(21

(19

(22

(383

143

(378

Income from continuing operations available to News Corporation stockholders per share — basic and diluted

0.27

0.01

Loss available to News Corporation stockholders per share — basic and diluted

(0.03

(0.66

0.24

0.04

(0.65

(a)

Income (loss) from continuing operations includes the impact of the following items:

•

The $106 million tax benefit recognized during the first quarter of fiscal 2016 related to the release of previously established valuation allowances related to certain U.S. federal net operating losses and state deferred tax assets. See Note 18 – Income Taxes.

In the third quarter of fiscal 2016, the Company recognized one-time costs of approximately $280 million in connection with the settlement of certain litigation and related claims at News America Marketing. See Note 15

– Commitments and Contingencies.

In the fourth quarter of fiscal 2016, the Company recognized a gain of $122 million in connection with the settlement of litigation with Zillow, Inc., which reflects settlement proceeds received from Zillow of $130 million, less $8 million paid to the National Association of Realtors® (“NAR”). See Note 15 – Commitments and Contingencies.

(b)

Income (loss) from discontinued operations includes the impact of the following items:

In the fourth quarter of fiscal 2015, as part of the Company’s long-range planning process, the Company recorded a non-cash impairment charge of $371 million related to its Digital Education segment. See Note 4

– Discontinued Operations.

In the first quarter of fiscal 2016, the Company recognized a pre-tax non-cash impairment charge of $76 million reflecting a write down of the digital education business to its fair value less costs to sell.

Additionally, during the first quarter of fiscal 2016, the Company recognized a tax benefit of $144 million upon reclassification of the Digital Education segment to discontinued operations. See Note 4 – Discontinued Operations and Note 18

– Income Taxes.

Read in the reply ↗

We note your definition of Total Segment EBITDA, a non-GAAP measure, on page 17 and that you believe the measure allows users of the company’s financial statements to evaluate changes in the operating results of the company separate from non-operational factors that affect net (loss) income, thus providing insight into both the operations and the other factors that affect reported results.

Rest of the question

Based on the definition, please explain to us how the adjustments provide insights into both the operations and the other factors that affect reported results. For example, depreciation and amortization and impairment and restructuring charges appear to be operating expenses rather than non-operating expenses. We note you present the adjustments as operating expenses on the face of the consolidated statements of operations.

The Company believes that the presentation of Total Segment EBITDA provides useful information regarding the Company’s operations and other factors that affect the Company’s reported results. Specifically, the Company believes that by excluding certain one-time or non-cash items such as impairment and restructuring charges and depreciation and amortization, as well as potential distortions between periods caused by factors such as financing and capital structures and changes in tax positions or regimes, the Company provides users of its financial statements with insight into both its core

Rest of the answer

operations as well as the factors that affect reported results between periods but which the Company believes are not representative of its core business. As a result, users of the Company’s financial statements are better able to evaluate changes in the core operating results of the Company across different periods. In response to the Staff’s comment, the Company undertakes in future filings to clarify its discussion regarding the reasons why management believes Total Segment EBITDA provides useful information by replacing the disclosure referenced by the Staff with the explanation provided above.

Read in the reply ↗

We note your presentation of the decrease in cash and cash equivalents from discontinued operations in one line item. Please note that ASC 230-10-45-10 requires that a statement of cash flows shall classify cash receipts and cash payments as resulting from investing, financing, or operating activities.

Rest of the question

Please revise your current presentation to classify the cash flows from discontinued operations within each of the operating, investing and financing categories.

While the Company acknowledges that it presented the decrease in cash and cash equivalents from discontinued operations in one line item on the Statements of Cash Flows, we respectfully believe that the information required by ASC 230-10-45-10 is included in the notes to the financial statements, as described in ASC

230-10-45-24A.

1211 Avenue of the Americas • New York, NY 10036 newscorp.com

Specifically, for cash flow disclosure requirements related to a discontinued operation, ASC

230-10-45-24A refers to ASC 205-20-50-5B, which states in relevant part:

“An entity shall disclose, to the

Rest of the answer

extent not presented on the face of the financial statements as part of discontinued operations, all of the following in the notes to the financial statements: … c. Either of the following:

The total operating and investing cash flows of the discontinued operation for the periods in which the results of operations of the discontinued operation are presented in the statement where net income is reported

Read in the reply ↗

Please revise this section to also incorporate by reference the “Our Relationship With Parent Following the Distribution” section of the information statement.

The Company has revised its disclosure to incorporate by reference the “Our Relationship

With Parent Following the Distribution” section of the Information Statement.

Item 15. Financial Statements and Exhibits, Read in the reply ↗

We note that you intend to file several exhibits, such as the Separation and Distribution Agreement, the Tax Sharing and Indemnification Agreement and the Transition Services Agreement and other agreements with News Corporation, in a subsequent amendment to the registration statement. Please allow sufficient time for staff review as we may have comments upon review of the exhibits.

The Company notes the request and has filed the Separation and Distribution Agreement, the Tax Sharing and Indemnification Agreement, the

Transition Services Agreement and the Employee Matters Agreement with Amendment No. 1 to the Registration Statement. The Company will allow sufficient time for the Staff to review the other exhibits to be filed with the Registration Statement. Read in the reply ↗

We note that the material contracts that you have annotated to be filed are limited to agreements related to the distribution. Please revise the exhibit index and file all material contracts related to New News Corporation. In this regard, we note that the information statement discloses that a subsidiary of News Corporation has entered into an employment agreement with Mr.

Rest of the question

Singh, your chief financial officer, which you will assume in connection with the distribution. We also note that it is contemplated that you will enter into an employment agreement with Mr. Thomson, your chief financial officer, and that you will adopt a new equity incentive plan. Please allow sufficient time for staff review as we may have comments upon review of the exhibits.

The Company notes the request and will revise the exhibit index to reflect the additional material contracts. The Company will allow sufficient time for the Staff to review the exhibits to be filed with the Registration Statement. Read in the reply ↗

Prior to printing and distribution of the materials, please provide us mock-ups of any pages that include any pictures or graphics to be presented. Accompanying captions, if any, should also be provided. We may have comments after reviewing the materials.

The Company notes the request and will provide any mock-ups of pictures or graphics to be presented prior to printing and distribution. Read in the reply ↗

We note that the information statement contains a large number of blanks and references that certain information will be provided by amendment. Please fill in these blanks with your next amendment and include the missing information or tell us when you intend to do so. We may have comments after reviewing these disclosures.

The Company notes the request and has revised the disclosure in the Information Statement to address the Staff’s comment. Information not provided in the Information Statement will be provided in a subsequent amendment. Read in the reply ↗

We find missing from the summary the picture of the company revealed in the Selected Historical Combined Financial Data section on page 65 of a company which lost money in the most recent interim period and in two of the last four fiscal years.

Rest of the question

We also note that your results include substantial non-cash impairment charges of $3.1 billion and $2.6 billion in fiscal 2009 and 2012, respectively, and restructuring charges related to your newspaper businesses in the most recent interim period and in each of the last three fiscal years. Please revise generally so that the narrative discussion reflects what appears to be a challenging environment for a publishing company.

The Company has revised its disclosures throughout the document to further address the financial condition of the business and explain the challenges in the business environment facing the Company. Read in the reply ↗

Please revise the second full paragraph on page 3 to disclose your revenue and net income or loss for the most recent interim and audited periods. In this regard, we note that your current disclosure is limited to your revenue and total Segment EBITDA for the most recent audited period.

The Company has revised its disclosure on page 3 to address the Staff’s comment. Read in the reply ↗

We note your disclosure in the last sentence that you believe Foxtel is uniquely positioned to deliver a compelling alternative to FTA TV, thus increasing penetration and driving significant growth in Australian pay-TV. Please revise to add balancing language that there is no guarantee that increased penetration or significant growth in Australian pay-TV will be achieved as anticipated.

The Company has revised its disclosure on pages 6 and 7 to address the Staff’s comment. Read in the reply ↗

Please provide your current assets and your net losses for the most recent audited period so investors can form their own opinion of how strong the balance sheet is.

The Company has revised its disclosure on page 7 to address the Staff’s comment. Read in the reply ↗

We note the references in the section heading and accompanying paragraph to your management’s “proven track record” and “established track record of success.” Please remove references such as these throughout the information statement or clarify that your management team is guaranteeing the securities.

No numbered answer found in the reply. Read the reply ↗

Please do not use expressions like “improve profitability” and “enhance profitability” for an entity which is currently not profitable. “Achieve profitability” might be a more accurate aspiration.

The Company has revised its disclosure on page 8 to address the Staff’s comment. Read in the reply ↗

Please revise to include a cross-reference to the risk factor concerning Amplify on page 19.

The Company has revised its disclosure on page 9 to address the Staff’s comment. Read in the reply ↗

We note that the Class A Common Stock to be issued in connection with the distribution will have limited voting rights. Please revise this section to add a question and answer to discuss such limited voting rights.

The Company has revised its disclosure on page 16 to address the Staff’s comment. Read in the reply ↗

We note that Mr. Murdoch or related entities will own a significant percentage of your Class B Common Stock to be issued in connection with the distribution. Please revise this section to add a question and answer to discuss Mr.

Rest of the question

Murdoch’s or his related entities’ ownership of a significant percentage of your voting stock after the distribution or, alternatively, add a new section to the Information Statement Summary section on page 1 to disclose such information.

disclosure on page 16 to address the Staff’s comment. Read in the reply ↗

We note from the disclosure on page 14 that following the distribution, you will enter into a separation and distribution agreement regarding transition and other services to be provided by the company’s former parent.

Rest of the question

To the extent you will be required to pay your former parent for such services and the amounts are factually supportable and will differ from those reflected in the company’s combined historical financial statements, please revise your pro forma statements of operations to include adjustments reflecting the cost of such services. Alternatively, please tell us why you do not believe any adjustments are required in your pro forma statements of operations.

We acknowledge the Staff’s comment, and respectfully advise the Staff that the Company does not believe that a pro forma adjustment is required in our unaudited pro forma combined statements of operations. Pursuant to the transition services agreement, Parent will be providing us transition and other services for which we will pay Parent.

Rest of the answer

Based on current assessments and the proposed pricing for such services, we anticipate that such costs will approximate the expenses that have historically been allocated to us for such services from Parent and, consequently, no pro forma adjustment or additional disclosure is needed.

Read in the reply ↗

Please include the millions omitted language from the table or advise.

The Company has revised its disclosure on page 18 to disclose “in millions” in a uniform format with the remainder of the Registration Statement to address the Staff’s comment. Read in the reply ↗

Please revise to disclose pro forma basic and diluted earnings per share giving effect to the distribution and related transactions for the latest fiscal year and subsequent interim period presented in the company’s combined financial statements.

The Company intends to provide this information in a subsequent amendment. Read in the reply ↗

Please delete the phrase “as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial” from the second sentence of the introductory paragraph. This section should identify all known material risks and should not reference unknown or immaterial risks.

The Company has revised its disclosure on page 19 to address the Staff’s comment. Read in the reply ↗

We note that you derive substantial revenue from the sale of advertising on or in your newspapers, integrated marketing services and digital media properties. Please revise to discuss and quantify whether advertising revenue, digital, print or otherwise, is trending higher or lower in comparison to historical revenue so that investors can assess the discussed risk.

Rest of the question

In this regard, we note your disclosure in the second full risk factor on page 18 that your newspaper advertising revenue has been declining. Please revise this risk factor to discuss and quantify such decline in comparison to your historical results.

The Company has revised its disclosure on pages 19 and 20 to address the Staff’s comment. Read in the reply ↗

We note your disclosure that circulation revenues have been declining. Please revise this risk factor to discuss and quantify such decline in comparison to your historical results so that investors can assess the discussed risk.

The Company has revised its disclosure on pages 19 and 20 to address the Staff’s comment. Read in the reply ↗

We note your disclosure that Amplify has incurred significant losses since inception. Please revise to quantify such losses.

The Company has revised its disclosure on pages 20 and 21 to address the Staff’s comment. Read in the reply ↗

We note your disclosure in the third paragraph that you are not able to predict the ultimate outcome or cost of the various investigations. Please revise to quantify the expenses that you have incurred to date on defending these various investigations, the aggregate amount that you have paid out to date to settle any cases, and the aggregate amount that you have accrued in your financial statements related to these

Rest of the question

various investigations so that investors can assess the discussed risk. Additionally, in connection with the distribution, please revise this risk factor to clarify whether you will retain the liabilities related to these investigations and cases after the distribution pursuant to the Separation and Distribution Agreement or any other contractual arrangement between you and News Corporation.

The Company has revised its disclosure on pages 21 and 22 to address the Staff’s comment. Read in the reply ↗

We note that your fiscal 2009 and 2012 results include non-cash impairment charges of $3.1 billion and $2.6 billion, respectively. Please revise this risk factor to discuss and quantify your recent impairment charges and the effected businesses so that investors can assess the discussed risk.

Rest of the question

To the extent that you have incurred or expect to incur material restructuring charges, please add a risk factor to discuss and quantify those charges or anticipated charges, the impact or potential impact on your results of operation and identify the effected businesses.

The Company has revised its disclosure on pages 23 and 24 to address the Staff’s comment. Read in the reply ↗

We note your disclosure that newsprint is one of the largest expenses of your publishing units and that the price of newsprint has historically been volatile. Please revise to discuss and quantify whether newsprint prices are high or low in comparison to historical prices so that investors can assess the discussed risk.

The Company has revised its disclosure on page 24 to address the Staff’s comment. Read in the reply ↗

We note that Mr. Murdoch or related entities will own a significant percentage of your voting stock after the distribution. We also note that this risk factor is limited to such percentage potentially discouraging takeovers. Please revise to add a risk factor discussing that fact that Mr.

Rest of the question

Murdoch or related entities will own a significant percentage of your voting stock after the distribution to include any risks related to this voting power and control over such a large percentage of your voting stock.

The Company has revised its disclosure on pages 31 and 32 to address the Staff’s comment. Read in the reply ↗

We note your disclosure that News Corporation will retain the global media and entertainment businesses and that you will hold News Corporation’s newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia.

Rest of the question

Please revise this section to discuss why these specific businesses were bundled together. We note that sports programming and pay-TV distribution in Australia might appear more closely aligned with News Corporation’s retained global media and entertainment businesses. Please revise in sufficient detail so that investors can understand why these specific businesses were bundled together to be spun-out.

Parent’s determination of which of its businesses would comprise New News Corporation was driven by several factors, including the historical structure of Parent’s reportable segments, the publishing nature of the business, historical management of businesses, and the regional nature of certain of our constituent businesses’ operations, all of which is explained in more detail below.

The newspapers, information services and integrated marketing services and book publishing units were historically grouped together for Parent’s segment reporting purposes, comprising the

“Publishing” segment

Rest of the answer

in Parent’s most recent SEC filings on Forms 10-K and 10-Q.

The digital real estate services business operates principally in Australia and delivers innovative advertising solutions to the real estate industry. As such, this business is closely aligned to our newspaper publishing business in Australia.

Our digital education business has operations that Parent and we believe are better aligned with the operations and content of our publishing units, rather than Parent’s global media and entertainment businesses, due to the portfolio of educational content and assessment tools which this business produces.

The primary operations of FOX SPORTS Australia and Foxtel, an equity investment, are located and solely operated in

Australia. Management of our Australian newspaper operations have historically reviewed the financial results of these businesses and managed the relationships with these businesses which, until the end of last year, were both equity investments. In addition, the current CEO of our publishing business in Australia is a former head of Foxtel. Based upon this historical track record of consistent geographic management and financial review, we and Parent believe that FOX SPORTS

Australia and our investment in Foxtel are more appropriately transferred together to New News Corporation. After the distribution, FOX SPORTS Australia and our investment in Foxtel will continue to be overseen locally along with our Australian newspaper business, supporting the inclusion of these businesses in New News Corporation’s organizational structure.

The

Company has revised its disclosure on pages 34 and 35 to address the Staff’s comment.

Read in the reply ↗

We note your disclosure in the first paragraph that your transfer agent will aggregate all fractional shares into whole shares and sell them on the open market at prevailing market prices on behalf of those registered holders who otherwise would be entitled to receive a fractional share.

Rest of the question

Please confirm that the transfer agent, in its sole discretion, will determine when, how, and through which broker-dealers and at what price to sell the aggregated fractional shares. Please also confirm that the transfer agent and the brokerdealers it uses are not affiliates of News Corporation or New News Corporation. Refer to Question 6 of Staff Legal Bulletin No. 4 (September 16, 1997).

Although the terms of the transfer agent’s engagement have not been formalized as of the date of this response letter, we expect that the transfer agent, in its sole discretion, will determine when, how, and through which broker-dealers and at what price to sell the aggregated fractional shares and that neither the transfer agent nor the broker-dealers used by the transfer agent will be affiliates of News Corporation or the Company.

Certain U.S. Read in the reply ↗

We note your disclosure in the section heading and the first sentence that the tax summary discusses certain of the U.S. federal income tax consequences of the distribution. Please revise the section heading and the first sentence to clarify that the tax summary discusses the material U.S.

Rest of the question

federal income tax consequences rather than “certain.” Please revise the Certain Australian Tax Consequences of the Distribution section on page 36 in a similar manner.

The Company has revised its disclosure on pages

38 through 42 to address the Staff’s comment. Read in the reply ↗

Refer to footnote (d) – Please revise footnote (d) to explain the nature and amounts of any assets and liabilities that are reflected in the historical combined financial statements that will not be retained after the distribution and that have been included in adjustment (d) to the pro forma balance sheet.

Rest of the question

Also, please revise to explain the nature and amounts of any adjustments to certain assets and liabilities that are expected to be contributed to or assumed by the company from the parent as a result of the separation and distribution agreement and explain how such adjustments were calculated or determined.

The Company has revised its disclosure on pages 47 through 54 to address the Staff’s comment. Read in the reply ↗

We note that you have presented pro forma revenues and segment EBITDA that reflects a new segment, Cable Network Programming, as a result of the acquisition of Fox Sports Australia as if the acquisition had occurred on July 1, 2011.

Rest of the question

If you wish to include such pro forma information in the filing, please revise the pro forma financial information included on pages 42 through 46 of the registration statement to include separate columns reflecting the operations and net assets acquired as a result of the CMH acquisition, along with the related pro forma adjustments that were made to arrive at the pro forma revenues and net income as a results of this acquisition transaction. The pro forma segment EBITDA included on page 48 should then be reconciled to the pro forma net income reflected in the revised pro forma financial information. Alternatively, please revise to eliminate the presentation of this pro forma financial information.

The Company has revised its disclosure on page 56 to remove the pro forma revenues and segment EBITDA for FOX SPORTS Australia to address the Staff’s comment. Read in the reply ↗

Page Six is described as “the” authority on celebrity news. Please substantiate or revise. We note, for example, People Magazine and E Channel, among other possible “authoritative” sources.

The Company has revised its disclosure on page 60 to address the

Staff’s comment. Read in the reply ↗

We note that you have patents or patent applications. Please either state, if true, that none are material to your financial condition or results of operations or separately describe each, including its term and use.

The Company has revised its disclosure on page 68 to address the Staff’s comment. Read in the reply ↗

Please provide us with a copy of the complaint in Wilder v. News Corp., et al.

The Company has supplementally provided a copy of the requested complaint. Read in the reply ↗

Whenever a change in a line item is attributed to more than one cause, please quantify each. See, for example, Revenues on page 78 and in the first paragraph on page 76, and the final two paragraphs on page 90.

No numbered answer found in the reply. Read the reply ↗

We note the discussion indicating that parent has historically provided the company’s capital, cash management and other treasury services to the company and will continue to do so until the distribution. We also note that following the distribution transaction, New News Corporation will no longer participate in the capital management with parent but rather New News Corporation’s ability to fund its cash needs will

Rest of the question

depend on its ongoing ability to generate and raise cash in the future. Please revise your discussion in this section to discuss any planned sources of financing that the company plans to have in place following the completion of the distribution transaction. As part of your revised discussion, please indicate the nature, amounts and expected terms of any financing arrangements that are expected to be in place following the completion of the distribution transaction.

The Company has revised its disclosure on pages 100 and 101 to address the Staff’s comment. Read in the reply ↗

We note your disclosure in this section that a majority of your cash and cash equivalents is held by foreign subsidiaries and that you do not currently intend to repatriate these funds. Please quantify the dollar amount held by the foreign subsidiaries.

The Company has revised its disclosure on page 100 to quantify the dollar amount held by its foreign subsidiaries to address the Staff’s comment. Read in the reply ↗

We note from the discussion in your critical accounting policies section of MD&A that as a result of the company’s fiscal 2012 impairment review, New News Corporation recorded non-cash impairment charges of approximately $2.6 billion during the fiscal year ended June 30, 2012 which included a write-down of goodwill aggregating $1.3 billion and a write-down of indefinite lived intangible assets of $1.3 billion.

Rest of the question

We also note from your discussion on page 95 that the News and Information Services and Other segments have reporting units with approximately $2.2 billion of goodwill at June 30, 2012 that continues to be at risk for future impairment and with fair values that exceeded their carrying values by less than 10%. Given the subjectivity involved in preparing your impairment analysis with respect to your goodwill and other intangible assets, as well as the fact that the use of different methods or assumptions in your analysis could impact the overall results of the analysis, please consider revising your discussion of your impairment analysis to include a sensitivity analysis explaining how your most recent impairment analysis would have been impacted had you used different methods or assumptions, such as discount rates, earnings growth rates, or EBITDA multiples in completing that impairment analysis. Refer to the guidance outlined in FRR-72.

No numbered answer found in the reply. Read the reply ↗

Given that substantially all of your cash is held by foreign subsidiaries, we believe your market risk disclosures should be enhanced to provide a more robust discussion of the effects of foreign currency risk on your results of operations and financial condition. Additionally, your discussion of this market risk does not comply with the guidance outlined in Item 305 of Regulation S-K.

Rest of the question

Please revise to expand your discussion of foreign currency risk to comply with one of the disclosure alternatives in Item 305(a) of Regulation S-K.

We note that the disclosure alternatives in Item 305(a) relate to market risk sensitive financial instruments. New News Corporation does not enter into any material financial instruments to hedge foreign currency exposure or financial instruments with foreign currency risk. As noted in our disclosures, we conduct our operations in three principal currencies: the U.S. dollar; the Australian dollar; and the British pound sterling.

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Cash is managed centrally within each of the three regions with net earnings reinvested locally and working capital requirements met from existing liquid funds to the extent available. Income outside the U.S. is deemed to be permanently reinvested in certain foreign jurisdictions and New News Corporation does not currently intend to repatriate these funds.

As such, the

Company does not believe it has significant market risk related to foreign currency as cash is held locally and not continuously repatriated across jurisdictions; thus, the risk is translation risk rather than true foreign exchange risk. Therefore, in order to address the Staff’s request, we have revised this section to add disclosures on translation risk on page 110.

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Please revise to briefly discuss the specific experience, qualifications, attributes or skills of Mr. Murdoch and the other directors when named in a subsequent amendment that led to the conclusion that each should serve as a director. Refer to Item 401(e)(1) of

The Company intends to provide this information in a subsequent amendment. Read in the reply ↗

Please revise this section to provide all of the information required by Item 402 of Regulation S-K regarding the historical compensation of any named executive officer who previously provided services to News Corporation. For guidance, refer to Question 217.01 of the Regulation S-K Compliance and Disclosure Interpretations.

Pursuant to the guidance provided by the Staff’s Compliance and Disclosure Interpretations of Regulation S-K, and the over-arching principle of the Compensation Discussion and Analysis section stated in Instruction 1 of Item 402 of Regulation S-K, which instructs registrants “to provide to investors material information that is necessary to an understanding of the registrant’s compensation policies and decisions regarding the named executive officers,” the Company respectfully submits that it is appropriate to treat the distribution as an initial public offering for purposes of excluding from

Rest of the answer

the information statement historical compensation disclosure of the named executive officers who previously provided services to News Corporation. Question 217.01 from the Regulation S-K Compliance and Disclosure Interpretations states as follows:

“Whether a spin-off is treated like the IPO of a new “spun-off” registrant for purposes of Item 402 disclosure depends on the particular facts and circumstances. When determining whether disclosure of compensation before the spin-off is necessary, the “spun-off” registrant should consider whether it was a reporting company or a separate division before the spin-off, as well as its continuity of management. For example, if a parent company spun off a subsidiary which conducted one line of the parent company’s business, and before and after the spin-off the executive officers of the subsidiary: (1) were the same; (2) provided the same type of services to the subsidiary; and (3) provided no services to the parent, historical compensation disclosure likely would be required. In contrast, if a parent company spun off a newly formed subsidiary consisting of portions of several different parts of the parent’s business and having new management, it is more likely that the spin-off could be treated as the IPO of a new “spun-off” registrant.”

Our initial executive officers will consist of our Executive Chairman, Mr. K. Rupert

Murdoch, our Chief Executive Officer, Mr. Robert J. Thomson, our Chief Financial Officer, Mr. Bedi Ajay Singh, and our General Counsel, Mr. Gerson Zweifach. Messrs. Murdoch, Thomson and Zweifach previously provided services to News

Corporation (the “Previous Executives”). The Company believes the historical compensation information of the Previous Executives should be excluded from the information statement for the following reasons:

•

The Previous Executives Will Provide Different Services To The Company Following the Distribution. While the Previous Executives have worked in various capacities for News Corporation, they will provide different services and have different duties and responsibilities with the Company as described below:

Mr. Murdoch – Mr. Murdoch is currently the Chairman and Chief Executive Officer of News Corporation. With respect to the Company,

Mr. Murdoch’s role will be more strategic and less focused on active management and day-to-day operations than his role as CEO of News Corporation. As Executive Chairman, Mr. Murdoch will guide the strategic focus of the Company, build partnerships and broader business relationships, provide thought leadership as well as advise the CEO and senior management on business and policy issues. His compensation for his role as Executive Chairman of the Company will reflect this strategic role and less operational commitment to the Company.

Mr. Thomson – Until January 2013, Mr. Thomson served as Editor-in-Chief of The Wall Street Journal. As Editor-in-Chief of The Wall

Street Journal, Mr. Thomson was responsible for the editorial operations and policies of one of the U.S.’s leading circulation newspapers. Mr. Thomson will serve as Chief Executive Officer of the Company. He will oversee the operations of all of the Company’s global businesses, including the operations of the Company’s newspapers in the U.S., U.K and Australia as well as the Company’s other businesses including information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. His role will also include additional responsibilities associated with heading an independent public company, such as overseeing investor relations, securities regulation compliance, internal audit, corporate governance and board of directors relations. The services that Mr. Thomson will provide to the Company will be incomparable to the services that Mr. Thomson provided to News Corporation.

Mr. Zweifach – Mr. Zweifach will serve as General Counsel of the Company for a one-year transitional period following the distribution.

During this one year period with the Company, Mr. Zweifach will be focused on i) coordinating the transition of the Company into a U.S. public reporting company and developing its internal controls and compliance functions, ii) reporting to, and working with, the new senior management team of the Company and iii) advising on the industry-specific risks associated with the Company’s different businesses.

Historical Compensation of the Previous Executives Is Not Indicative of Future Compensation.

Mr. Murdoch – As discussed herein, compensation that Mr. Murdoch may receive as Executive Chairman of the Company will reflect his strategic role with the Company in contrast to his strategic, management and operational roles with News Corporation. Mr. Murdoch will continue to receive the majority of his compensation from News

Corporation, reflecting his continuing responsibilities to that company. Accordingly, the historical compensation paid to Mr. Murdoch by News Corporation is not indicative of future compensation that may be paid to Mr. Murdoch by the

Company.

Mr. Thomson – Prior to becoming the Company’s CEO, Mr. Thomson was responsible for the operations and editorial content of The

Wall Street Journal. As CEO, the services that he will be providing to the Company will be significantly more expansive than the services that he provided to News Corporation. Accordingly, Mr. Thomson’s compensation as a non-executive officer at News Corporation will be substantially adjusted to reflect his change in positions and his increased responsibilities, and would not be an accurate nor meaningful indicator of his compensation, employment and separation arrangements at the Company.

Mr. Zweifach – As discussed herein, Mr. Zweifach will serve for one year as General Counsel to the Company. Mr. Zweifach will not receive compensation from the Company. He will continue to serve as Senior Executive Vice President and Group General Counsel at News Corporation and will receive all his compensation from News Corporation. The fee that the Company will pay News

Corporation for Mr. Zweifach’s services pursuant to a transition services agreement between the Company and News Corporation will take into consideration his brief tenure with the Company and the importance of his role in transitioning the

Company into a public reporting company. For these reasons, historical compensation that Mr. Zweifach has received from News Corporation is not relevant.

Company Will Consist of Distinct Businesses of News Corporation. Upon the distribution, the Company will be comprised of News Corporation’s newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. The businesses that will comprise the Company have not historically been managed as one business unit. Instead, the Company will consist of several distinct businesses in different geographic locations. Thus, under the guidance provided in Question 217.01, the Company should be treated as an IPO of a new spun-off registrant because the mix of business operations of the Company has not been managed as a single business unit prior to the distribution.

Focus Should Be On Future Compensation. The Company respectfully submits that, given the foregoing, the expected future compensation of the

Previous Executives following the distribution should be the focus of disclosure, rather than their historical compensation that will not necessarily have any meaningful relation to new performance measures adopted by the Company’s compensation committee. In this regard, the

Company will have substantial disclosure in the information statement regarding the compensation arrangements for the named executive officers that will take effect following the distribution. The Company believes that this disclosure of future compensation, rather than a description of the historical compensation of the Previous Executives, is more properly the focus of the compensation disclosure. Moreover, the Company believes that disclosure of the historical compensation of the

Previous Executives could lead to substantial confusion among investors with respect to the Company’s actual compensation policies and decisions, since investors may erroneously assume that such arrangements are indicative of the Company’s future compensation policies.

For these reasons, the Company respectfully submits that the distribution should be treated like an initial public offering for purposes of Item 402 disclosure and that disclosure of historical compensation for the Previous Executives would not be meaningful to stockholders.

Read in the reply ↗

We note that the compensation of Messrs. Murdoch and Thomson in their new roles with you is still being finalized. When known, please revise this section to provide detailed disclosure regarding their new compensation arrangements so that investors can gain a fair understanding of how such named executive officer’s compensation has changed from their historical compensation.

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Refer to Instruction 2 to Item 402(b) of Regulation S-K.

The Company intends to provide this information in a subsequent amendment. Read in the reply ↗

We note from the disclosure included on page 104 that parent is continuing to negotiate with Mr. Thomson, your chief executive officer, with respect to the terms of his employment agreement at and after the distribution transaction. To the extent that Mr.

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Thomson and any other officers or employees compensation arrangements are being revised as a result of the distribution transaction, please revise the pro forma statements of operations included on pages 42 through 46 of the registration statement to give effect to these revised compensation arrangements. Refer to the guidance outlined in Rule 1102(b)(6) of Regulation S-X.

In our disclosure on pages F-8 and F-9 of our annual financial statements, in the section entitled

“Basis of Presentation,” we have described the inclusion of certain cost allocations for functions not specific to New News Corporation, including executive compensation, in the historical periods presented in the Registration Statement.

These costs were allocated using the proportional method described in SAB Topic 1-B, entitled “Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another

Entity.”

Since costs

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related to members of Parent’s senior management team have been included in the costs allocated to New News Corporation in our historical financial statements, we believe that no incremental pro forma adjustment as outlined in Rule 11-02(b)(6) of Regulation S-X is necessary to adjust for changes resulting from Mr. Thomson’s or our other executive officers’ compensation agreements, as we do not expect such executive compensation amounts in the aggregate to materially differ on an ongoing basis with the amounts allocated and recorded in our historical financial statements.

Read in the reply ↗

We note your references in this section to “Parent’s Proxy.” Please delete such references. The information statement should include all the information necessary for investors to understand the historical and new compensation arrangements of your named executive officers.

The Company has revised its disclosure on page 117 and 118 to address the Staff’s comment. Read in the reply ↗

We note your disclosure that in connection with the distribution you will be assuming certain specified liabilities. Please revise to add a section to identify and discuss any material assumed liabilities.

No numbered answer found in the reply. Read the reply ↗

Please delete the words at the end of the last sentence of the introductory paragraph, “along with the applicable provisions of Delaware law.”

The Company has revised its disclosure on page 130 to address the Staff’s comment. Read in the reply ↗

We note from the discussion on pages 114 and 115, that following the completion of the distribution, New News Corporation will have Class A and Class B shares outstanding that will have significantly different voting rights associated with each class of shares.

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Please revise your discussion in the Liquidity and Capital Resources section of MD&A to include a discussion of the voting rights and other privileges that will be associated with each class of shares outstanding following completion of the distribution transaction.

The Company’s current disclosure in the “Liquidity and Capital Resources” section of MD&A describes its principal sources of liquidity, which consist of operating cash flows and access to a revolving credit facility which we expect to enter into prior to the distribution. In addition, Parent is expected to make a cash contribution to us such that at the distribution date, we expect to have approximately $2,600 million of cash on hand.

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Equity issuances have not historically been a significant source of capital for Parent, and the Company does not currently expect that equity will be a significant source of capital for its business going forward. The Company respectfully submits that inclusion of a description of equity, voting rights and other privileges in “Liquidity and Capital

Resources” could lead investors to believe that the Company intends to rely on the issuance of additional equity as a significant source of funds for its operations, which is not the case. The Company believes that there is substantial disclosure regarding the voting rights and other privileges, including dividend rights, associated with each class of its common stock contained elsewhere in the Information Statement, including the new section in “Questions and Answers about the Distribution” added in response to the Staff’s comment 13, as well as in the section entitled “Description of Our Capital Stock.”

Read in the reply ↗

We note from the disclosure in your revenue recognition policy as well as your disclosures in the business section of the filing that your revenues include advertising and sponsorship revenues, circulation and subscription revenues, revenues from the sale of books, licensing fees and advertising revenues associated with your digital real estate services.

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As it appears that your revenues include those derived from both sale of products and services, please revise your consolidated statements of operations to separately disclose revenues received from sales of products and services. Separate disclosure should also be provided of the related costs of sales associated with each of these categories or revenues. Refer to the guidance outlined in Rule 5-03(b)(1) and (2) of Regulation S-X.

We have considered this guidance, and respectfully advise the Staff that the Company’s product revenues, which include advertising revenues since they reflect the sale of discrete advertising inventory, approximates 90% of our total revenue and in accordance with Rule 5-03(b), we have combined our products, services and other revenue. Neither services revenue nor other revenue is more than 10%. Read in the reply ↗

In a related matter, please revise the notes to your financial statements to disclose the revenues derived from each of your principal products and services for each period presented in your financial statements as required by ASC 280-10-50.

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Consideration should be given to providing separate disclosure of revenues derived from advertising, sponsorships, circulation and subscriptions, sales of books, licensing fees and revenues derived from your digital real estate advertising services.

to the

Staff’s comment, we have revised Note 13. Segment Information (for the annual periods) and Note 11. Segment Information (for the interim periods) to include Revenue by Component. Read in the reply ↗

We note from the disclosure in the last paragraph on page F-8 that New News Corporations investment in Sky Network Television Ltd will be retained by the parent post-distribution. We also note from the disclosures in Note 5 that the investment in this entity and its related equity in earnings have been reflected in the company’s combined financial statements.

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Given that the investment in this entity will be retained by the parent following the completion of the distribution transaction, please explain why it has been included in the combined financial statements of New News Corporation for all periods presented. In a related matter, please revise to include a pro forma adjustment eliminating the investment and related equity in the earnings of this investment from the pro forma financial information included on pages 45 through 49 of the registration statement.

While the Company would have preferred to exclude such operations from the historical financial statements, we believed the guidance included in SAB Topic 5:Z:7 precluded such exclusion. Legally, this entity was an affiliate of entities that comprise New News Corporation. Thus, absent meeting the criteria for exclusion, Sky Network Television Ltd. should be included as part of our financial statements.

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We believe we did not meet the criteria for exclusion in SAB Topic 5:Z:7, because management of our Australian newspaper operations has historically managed the relationship with Sky Network

Television Ltd. Thus, this investment was not managed autonomously.

As the investment in Sky Network Television Ltd. was sold in March 2013 and the proceeds will be retained by Parent following the distribution, a pro forma adjustment eliminating the investment and related equity earnings for this entity has been included in the Unaudited Pro Forma Combined Financial

Statements included on pages 47 through 54 of the Registration Statement.

Read in the reply ↗

We note from the disclosure on pages F-8 and F-9 that the combined financial statements include allocations of certain costs to the company by its parent. We also note that while management believes that the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the parent are reasonable, the combined financial statements may not

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include all of the actual expenses that would have been incurred by New News Corporation and may not reflect the company’s combined results of operations, financial position and cash flows had the company operated on a stand-alone basis during the periods presented. Since agreements with related parties such as your parent are by definition not at arms-length and may be changed at any time, please revise to provide, if practicable, management’s estimate of what the expenses recognized by the company would have been on a standalone basis for each period presented had the company operated as an unaffiliated entity. Refer to the guidance outlined in SAB Topic 1:B:1, Question 2.

Company acknowledges the Staff’s comment and notes that pursuant to Question 2 of SAB Topic 1:B:1, the Staff has required footnote disclosure, when practicable, of “management’s estimate of what the expenses (other than income taxes and interest) would have been on a standalone basis, that is, the cost that would have been incurred if the subsidiary had operated as an unaffiliated entity.” We have considered this guidance, and respectfully advise the Staff that the Company does not believe that disclosure of management’s estimate of stand-alone basis expenses for New News Corporation is

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practicable because such amounts would be derived from estimates based on highly subjective and hypothetical assumptions. These assumptions are referred to in our disclosure on page F-9 as follows:

“Actual costs that would have been incurred if New

News Corporation had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.”

The Company respectfully advises the Staff that it is unable to provide additional financial statement disclosures to quantify the amount of expenses that it would have incurred during the historical periods on a stand-alone basis as it is not practicable to do so.

Note 7.

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We note that the average life of other intangible assets ranges from 2 to 40 years. Please tell us, and revise to disclose, the nature of these other intangible assets and explain why you believe the useful lives of up to 40 years are appropriate.

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As part of your response, please explain in detail the nature and amounts of the intangible assets with useful lives of up to 40 years and explain in detail why you believe these assets will continue to generate future cash flows for periods of up to 40 years. We may have further comment upon receipt of your response.

After the sale of the Dow Jones Index business in fiscal 2010, there are no longer any intangible assets being amortized over 40 years. Therefore, we have revised our disclosure to show a maximum useful life of 25 years for amortizable intangible assets.

Other intangible assets, net primarily include amortizable customer relationships with useful lives of up to 25 years. In accordance with ASC 350, the useful lives of amortizable intangible assets are the periods over which they are expected to contribute directly or indirectly to the future cash flows of the entity.

Rest of the answer

The useful lives of the customer relationships are estimated by applying historical attrition rates and determining the resulting period over which a majority (e.g., 80-90%) of the accumulated undiscounted cash flows related to the customer relationships are expected to be generated.

The Company has revised footnote (b) to Note 7. Goodwill and Other Intangible

Assets to address the Staff’s comment on page F-24.

Read in the reply ↗

In a related matter, we note that your publishing rights intangible assets have an average useful life of 30 years. Please tell us and revise the notes to your financial statements to explain how you determined the estimated useful lives of your publishing rights.

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As part of your response, you should also explain in detail why you believe these publishing rights will continue to generate cash flows for periods averaging 30 years.

Our publishing rights relate to our book publishing business and cover those titles constituting the backlist. In determining their expected useful life, we consider factors such as their expected use, their close association with our indefinite-lived imprints, any limitations to their useful life imposed by legal, regulatory or contractual provisions, the ability to renew or extend their legal or contractual life without substantial cost, the effects of economic factors such as obsolescence, demand and competition on their marketability and the level of expenditures required to derive future

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cash flows from them in relation to their carrying value.

Our backlist titles have a long history of generating significant and stable cash flows with minimal incremental expenditure. We believe they are not obsolete and will continue to sell as a result of our ability to reprint them in different formats, re-issue them with new covers, reach new consumers/markets with digital products and re-brand and re-market them in ancillary formats.

In accordance with ASC 350, the useful life of our publishing rights is the period over which they are expected to contribute directly or indirectly to the future cash flows of the entity. The average useful life is primarily based on the remaining terms of publishing contracts for the titles constituting the backlist and our estimates of the period within those terms that the titles are expected to generate a majority of their future cash flows. The terms of such publishing contracts are generally consistent with the terms of the authors’ copyright which, depending upon the date of initial publication, have a term of 95 years or the life of the author plus 70 years. Our estimate of the period within the weighted average remaining contractual terms that a majority of the future cash flows will be generated was approximately 30 years.

The Company has revised footnote (a) to Note 7. Goodwill and Other Intangible Assets to address the Staff’s comment on page F-24.

Read in the reply ↗

We note from your disclosures on pages 106 and F-27 that certain DSUs and RSUs will be payable in cash. Please tell us, and revise the notes to your financial statements to disclose your accounting treatment for stock-based compensation awards that include cash settlement provisions.

The Company notes that awards that are settled in cash are marked-to-market each reporting date and has revised Note 8. Equity Based Compensation on page F-27 to address the Staff’s comment. Read in the reply ↗

Please revise Note 8 to also disclose the weighted average grant date fair value for stock option grants to New News Corporations employees during each period presented as well as the aggregate intrinsic value of stock options exercised during the periods and stock options exercisable at the end of the latest period presented. Refer to the disclosure requirements outlined in ASC 718-10-50-2.

The Company has not issued stock options since fiscal 2009 as the Company has moved to a PSU/RSU program. In addition, the Company provides the aggregate intrinsic value of stock options exercised on page F-30 and aggregate intrinsic value of options exercisable on page F-29. However, the Company has approximately 365,000 options that are not exercisable as of June 30, 2012 and has revised its disclosure to provide the weighted average grant date fair value to address the Staff’s comment. Read in the reply ↗

We note your disclosure on page 28 of the filing indicating that Mr. Murdoch will continue to hold a significant interest in the outstanding equity in the company after the distribution. In this regard, please revise MD&A and the notes to your financial statements to disclose the existence of any control relationship that currently exists and which will continue to exist following the completion of the distribution.

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Refer to the disclosure requirements outlined in ASC 850-10-50.

The Company notes that pursuant to the guidance outlined in ASC 810-10-15-8, “the usual condition for a controlling financial interest is ownership of a majority voting interest,” which in this case would provide that a 50% or greater ownership percentage would constitute control. The Company respectfully draws the Staff’s attention to the disclosure in the Registration Statement, “Security Ownership of Certain Beneficial Owners and Management,” where it is noted that Mr.

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Murdoch beneficially owns 39.4% of the Voting Class B Common Stock of New News Corporation (including 38.4% of the Class B Common Stock owned by the Murdoch Family Trust for which Mr. Murdoch disclaims beneficial ownership). Therefore, the Company believes that Mr. Murdoch does not currently and will not maintain a controlling interest in New News Corporation post-distribution, and consequently does not intend to provide additional financial statement disclosures regarding the existence of a control relationship.

Read in the reply ↗

We note that you have reflected an analysis of the changes in the parent company investment during each period presented in your financial statements in Note 9 to your financial statements. Please revise to provide additional detail concerning the nature and amounts of the transactions that are reflected in the line item “cash pooling and general financing activities” during each period presented.

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Also, please explain the nature of the other corporate allocations that are included in the analysis of the parent company investment during each period presented in addition to those described in the last sentence of the first paragraph on page F-31. Also, please revise the notes to your interim financial statements to include a similar analysis of the changes in the parent company investment during the interim periods presented in the company’s financial statements.

to the Staff’s comment regarding the nature of activities included in the line item “Cash pooling and general financing activities”, we have revised our analysis to provide further detail concerning the nature and amount of transactions reflected in this line item. Please refer to pages F-30 and F-31 for the amended disclosure.

Part 2: Corporate Allocations:

In response to the Staff’s comment regarding the nature of the other corporate allocations, we have amended the disclosures on pages F-30 and F-31 to include additional detail, including narrative description and amounts, of the nature

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of the other historical corporate allocations.

Part 3: Interim Disclosure:

We acknowledge the Staff’s comment to include an analysis of the changes in parent company investment in our interim financial statements, and have included the analysis in Note 6. Equity to our interim financial statements for the six months ended December 31, 2012 and 2011, respectively.

Read in the reply ↗

In addition, please revise to disclose the average balance of the parent company investment for each period presented in your financial statements. Refer to the guidance outlined in SAB Topic 1:B:1, Question 4. The notes to your interim financial statements should also be revised to include these disclosures.

We acknowledge the Staff’s comment to disclose the average balance of parent company investment for each period presented in our financial statements. However, given that the nature of the financial statements presented are carve-out financial statements derived from the financial statements of our Parent, financial history for New News Corporation as a stand-alone business does not exist in sufficient detail for these historical periods to derive this average balance. Such average balances would not be readily determinable without significant incremental cost and effort.

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Thus, the Company respectfully submits that it is not practical to provide this disclosure without it being unduly burdensome.

In further considering the nature of the Staff’s question, we recognize that there were significant variances in the movement of the parent company investment account year over year related to the cash pooling and general financing activities line item. As presented in our amended disclosure in our response to the Staff’s comment 56, there were specific non-recurring cash transfers related to acquisitions and dispositions in the years ended June 30, 2010 and 2011, respectively, which caused the volatility in the analysis of the changes in the parent company investment. When these specific items are removed from the analysis of the decrease/increase in parent company investment, a more consistent trend of the general financing between Parent and New News Corporation is depicted. Specifically, it is noted that New News

Corporation is generating a cash surplus and therefore providing cash through the cash pooling to Parent.

Read in the reply ↗

We note from pages 78 and 84 of MD&A that you have recognized significant amounts of legal and litigation settlement charges in each fiscal year presented in your financial statements. Given the materiality of such charges, we believe you should revise Note 10 to disclose the amounts of material losses accrued and incurred, as well as pending settlements. Refer to ASC 450-20-50-1.

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Also, to the extent that you are exposed to losses in excess of those which have been recognized in your financial statements, please revise to disclose the estimated range of the losses to which you are exposed or explain why an estimate of such losses cannot be provided for each of these matters.

to the Staff’s comment, the Company has revised its disclosure on pages F-69 through F-72 in Note 9. Commitments and Contingencies in the December 31, 2012 quarterly report to disclose, where material, the amount of losses accrued and incurred relating to the Company’s litigation matters.

As currently disclosed in Note 9, the amount the Company has accrued reflects its best estimate of the remaining liability for the claims that have been filed. Additional claims may be filed against the Company relating to the U.K.

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Newspaper Matters or our other ongoing litigation, but at this time it is not possible to estimate the amount of loss or range of loss for any claims that may be filed in the future given the information that is currently available to us. Also, Parent has generally agreed to indemnify New News Corporation for liabilities paid after the distribution date arising out of civil claims relating to the U.K. Newspaper Matters, as well as legal and professional fees and expenses paid in connection with the criminal matters.

Read in the reply ↗

We note from the disclosure included on page F-46 that as of June 30, 2012 and 2011, New News Corporation had deferred tax assets associated with capital loss carryforwards aggregating $1.2 billion and $1.3 billion, respectively and had established valuation allowances of $1.2 billion and $1.3 billion respectively, to reflect the expected realization of its capital loss carryforwards at this date.

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Please revise Note 12 to explain in further detail why management does not believe any of its capital loss carryforwards are realizable at June 30, 2012 and 2011.

The Company has revised Note 12. Income Taxes to address the Staff’s comment.

Interim Financial Statements, page F-56

Notes to the Unaudited Combined Financial Statements, page F-60

Note 2. Read in the reply ↗

We note the disclosure in Note 2 indicating that in July 2012, the company acquired Thomas Nelson, Inc. for approximately $200 million in cash. We also note that the purchase price has been preliminarily allocated to intangibles. Please tell us and revise Note 2 to disclose the nature and amounts of the intangible assets that were recognized in connection with this acquisition.

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As part of your response and your revised disclosure, please also indicate the weighted average useful over which each category of intangible assets recognized is being amortized to expense and explain how these useful lives were calculated or determined. Refer to the disclosure requirements outlined in ASC 350-3050.

The Company has revised its disclosure on page F-62 to disclose the nature and amount of the intangible assets recognized in connection with the acquisition of Thomas Nelson and the estimated useful lives for each category of intangible assets recognized.

We refer to our response to the Staff’s comment 52 for a description of how we determine the useful lives of publishing rights related to backlist titles in our book publishing business.

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We also note that the allocation of the excess purchase price as well as our estimate of the useful lives of our publishing rights are preliminary and subject to the finalization of an independent valuation analysis being undertaken.

Read in the reply ↗

We note from the disclosure included in Note 13 that in November 2012, New News Corporation acquired Consolidated Media Holdings Ltd., a consolidated media investment company that operates in Australia, for approximately $2 billion.

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We also note that due to the limited time since the acquisition date, the initial accounting for the business combination is incomplete and as a result, the company has not provided certain disclosures required by ASC 805 with respect to this acquisition. In the event you are required to update your financial statements prior to the effectiveness of your Form 10 registration statement and your accounting for the business combination is not yet complete, please include the disclosures required by ASC 805-10-25-13.

The Company has revised its disclosure in Note 2. Acquisitions, Disposals and other Transactions to the December 31, 2012 quarterly report on pages F-62 and F-63 to include the disclosures required by ASC 805 with respect to the acquisition of Consolidated Media

Holdings Ltd., to address the Staff’s comment. Read in the reply ↗

Also, please confirm that you have not included audited financial statements for this recent acquisition in the registration statement because it does not meet the thresholds outlined in Rule 3-05 of Regulation S-X. As part of your response, please provide us with the related calculations prepared in support of your conclusions.

The Company respectfully advises the Staff that the acquisition of Consolidated Media Holdings does not meet the significance thresholds outlined in Rule 3-05 of Regulation S-X for inclusion of audited separate financial statements. See the calculations included below to support this conclusion.

Amounts in USD thousands, unless otherwise indicated

Investment Test

Asset Test

Income Test

Consolidated Media Holdings Ltd.

As of and for the year ended June 30, 2012

1,993,965

725,130

79,172

New News Corporation LLC

13,090,000

(2,377,000

)*

Significance

15.2

%

5.5

3.3

*

In

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accordance with S-X 1-02(w), the absolute value of the reported loss was used for computation of the Income Test.

Read in the reply ↗

Please update the financial statements and related disclosures included in your Form 10 registration statement as necessary to comply with the guidance outlined in Rule 3-12 of

Rule 3-12 of Regulation S-X.

The Company has included updated financial statements in the Information

Statement pursuant to Rule 3-12 of Regulation S-X to address the Staff’s comment.

The Company’s acknowledgement of the statements for which you requested acknowledgement in the Comment Letter is set forth in Annex A to this letter. Read in the reply ↗

Please revise to disclose pro forma basic and diluted earnings per share giving effect to the distribution and related transactions for the latest fiscal year and subsequent interim period presented in the company’s combined financial statements.

No numbered answer found in the reply. Read the reply ↗

We note that footnote (2) to the table on page 18 refers to the reconciliation of Segment EBITDA in MD&A. However, the reconciliations beginning on page 85 reconcile actual historical results to segment EBITDA but not your pro forma results to the pro forma segment EBITDA.

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In this regard, please revise to provide a reconciliation of pro forma segment EBITDA for the fiscal years ended June 30, 2012 and six months ended December 31, 2012 to the company’s most comparable GAAP measure.

No numbered answer found in the reply. Read the reply ↗

We note your response to our prior comment 26 and reissue in part. Please expand the second paragraph to provide the additional details found in your response.

No numbered answer found in the reply. Read the reply ↗

We note from the disclosure in the first paragraph on page 40 that you have filed refund claims for taxes in foreign jurisdictions that are currently in litigation. We also note that if such amounts are ultimately received, they must be paid to News Corporation under the terms of the tax sharing and indemnification agreement.

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Please tell us whether you have any amounts receivable reflected in your financial statements for these refund claims and if so, the amounts recorded as of the end of each period. Your response should also explain your income statement treatment of the refunds due if applicable and explain why you believe such amounts will be received given the presence of litigation. We may have further comment upon receipt of your response.

No numbered answer found in the reply. Read the reply ↗

We refer to footnote (e). Please revise to present all pro forma adjustments on a gross rather than a net basis. In this regard, please separately disclose the amount of the adjustment for the removal of equity earnings of Fox Sports Australia and for the incremental amortization of the subscriber relationships.

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Your response and your revised disclosure should also explain how the amount of incremental amortization was calculated or determined.

No numbered answer found in the reply. Read the reply ↗

Please revise adjustment (k) to state when the sale of the redeemable preferred stock happened. If the transaction has not yet occurred, please tell us the nature of the transaction and explain how the sale of such stock is directly attributable to the spin-off transaction as required by Rule 11-02(b)(6) of Regulation S-X.

No numbered answer found in the reply. Read the reply ↗

Please revise footnote (o) to disclose the effective tax rates used in the calculation of the pro forma income tax adjustments. Your revised disclosure should clearly indicate the amounts included in and excluded from the pro forma income tax calculations along with the reasons for each.

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Please present the revised adjustments in a level of detail that would enable a reader to recalculate the amounts of the pro forma adjustments.

No numbered answer found in the reply. Read the reply ↗

We refer to footnote (p). Please explain how the transaction under which News Corporation will contribute certain assets to you under the internal reorganization will result in tax consequences. Your response and revised disclosure should fully explain the nature of the transaction, the assets that will be contributed and how the sale of redeemable preferred stock in adjustment (k) is related.

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Also, please explain how the deferred tax asset of approximately $400 million was calculated or determined. We may have further comment upon receipt of your response.

No numbered answer found in the reply. Read the reply ↗

We note your response to our prior comment 40 and reissue. Please revise this section to provide all of the information required by Item 402 of Regulation S-K regarding the historical compensation of any named executive officer who previously provided services to News Corporation.

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In this regard, you should provide disclosure similar to the level of disclosure that would be provided in connection with a company’s initial public offering. For example and without limitation, we would expect to see a full compensation discussion and analysis, compensation tables, to the extent applicable and which may be limited to disclosure related to the last completed fiscal year, and a discussion of potential payments upon termination or change-in-control.

As noted in the Staff’s response, the spin-off of the Company from News Corporation is treated as an initial public offering of the Company’s securities for purposes of Item 402 disclosure.

(See Question 217.01 of the Regulation S-K Compliance and Disclosure Interpretations (“CDI 217.01”).) For an initial public offering, Item 402 requires executive compensation disclosure for the most recent fiscal year end. However, if a company was not in existence as of the most recent fiscal year end, no historical compensation information is available.

Rest of the answer

The Company was formed by News Corporation in December 2012 and was not in existence as of June 30, 2012 (the most recent fiscal year end). Similar to other spun-off companies that are treated as an initial public offering, the Company has provided information in the Information Statement under the heading “Executive Compensation” that describes the

Company’s post-distribution compensation arrangements to the extent known. See Rouse Properties, Inc. Form 10-12B/A filed with the Commission on December 20, 2011, File No. 001-35287 and Parametric Sound Corporation Form 10-12G/A filed with the Commission on September 3, 2010, File No. 000-54020 in the context of spin-offs and RLJ Lodging Trust Registration Statement filed with the Commission on May 9, 2011, File No. 333-172011 and Chesapeake Lodging Trust

Registration Statement filed with the Commission on January 19, 2010, File No. 333-162184 in the context of initial public offerings of newly-formed companies. The Company respectfully submits that the current scope of disclosure in the

Registration Statement complies with the applicable guidance of the Staff in CDI 217.01.

Read in the reply ↗

Your disclosure indicates that all intercompany accounts receivable, payable, and loans between you and News Corporation will be settled as part of the distribution. To the extent such amounts are considered to be factually supportable, please revise your pro forma balance sheet included on page 51 of the filing to include adjustments for the settlement of these intercompany amounts.

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Alternatively, please explain why no pro forma adjustments are required.

No numbered answer found in the reply. Read the reply ↗

Please advise how these arrangements will be memorialized. To the extent that these arrangements will be memorialized outside of the separation and distribution agreement, please revise the Form 10 exhibit index to annotate that the agreement governing these arrangements will be filed as an exhibit.

No numbered answer found in the reply. Read the reply ↗

We note your response to our prior comment 46 in which you indicate that you do not expect that equity will be a significant source of capital for your business going forward and therefore you believe the inclusion of the description of your equity, voting and other rights and privileges of your common shares in the Liquidity and Capital Resources section of MD&A could lead investors to believe that equity issuances

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will be a significant source of funds for operations in future periods. Given that your Class A and Class B common shares will have significantly different voting rights, please revise the notes to your financial statements to disclose the differences in voting rights and other privileges associated with your Class A and Class B common shares. Refer to the disclosure requirements outlined in ASC 505-10-50-3.

No numbered answer found in the reply. Read the reply ↗

We note your response to our prior comment 47 in which you indicate that the company’s product revenues, which include advertising revenues since they reflect the sale of discrete advertising inventory, approximates 90% of your total revenues. Please explain to us in further detail why you believe that the provision of advertising services represents the delivery of a product rather than a service.

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As part of your response, please explain in detail the nature of the advertising “products” that you deliver to your customers and explain how any related “inventory costs” are accounted for in your financial statements. Please note that absent persuasive evidence to the contrary, we continue to believe that advertising revenues represent the sale of a service or a type of “other” revenue rather than that from the sale of a product. Furthermore, since advertising revenues represented approximately 54% of your total revenues in 2012, we continue to believe that the revenues and the related costs of sales associated with your revenues from sales of products and services should be separately disclosed in your consolidated statements of operations in accordance with Rule 5-03(b)(1) and (2) of Regulation S-X.

No numbered answer found in the reply. Read the reply ↗

Additionally, we also note that a significant number of public entities operating in your industries provide separate disclosure of their advertising and other major types of revenues and related expenses on the face of their consolidated statements of operations.

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By not providing similar disclosures on the face of your statements of operations, we believe it reduces the comparability of your financial statements with those of your public competitors. Please reevaluate your income statement presentation of your revenues on the face of your statement of operations and revise accordingly.

No numbered answer found in the reply. Read the reply ↗

We note from your response to our prior comment 54 that the company has disclosed the aggregate intrinsic value of exercisable options on page F-29. However, we note only the disclosure of the aggregate intrinsic value of outstanding options on page F-29.

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Please revise to also disclose the aggregate intrinsic value of options that were exercisable at the end of the latest period presented as required by ASC 718-10-50-2.

No numbered answer found in the reply. Read the reply ↗

We note from your response to prior comment 55 that you do not believe that K. Rupert Murdoch’s ownership of 39.4% of New Newscorp constitutes a control relationship that is required to be disclosed. Given that the 39.4% held by Mr.

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Murdoch represents the largest single holding of your common stock and this ownership percentage will provide him with significant influence over your operations, we continue to believe that you should revise MD&A and the notes to your financial statements to disclose the existence of this significant voting interest. Please revise your disclosures accordingly.

No numbered answer found in the reply. Read the reply ↗

We note your response to prior comment 57. Please revise note 9 to narratively explain the reasons for the significant variances in the cash pooling and general financing activities line item that resulted in the significant fluctuations of the parent company investment account for the various periods presented.

No numbered answer found in the reply. Read the reply ↗

Your response to our prior comment 58 indicates that your disclosures regarding legal costs, settlement charges and contingencies have been provided in your interim financial statements for the six months ended December 31, 2012 and 2011.

Rest of the question

As a significant portion of these legal costs and related settlements appear to have been incurred during the fiscal year ended June 30, 2012, please also revise your audited financial statements to provide disclosure concerning the amounts of material losses accrued and incurred, as well as any settlement charges recognized during the periods presented in your financial statements.

No numbered answer found in the reply. Read the reply ↗

We note that the acquisition of CMH resulted in the recognition of a $1.3 billion gain during fiscal 2013 as a result of your revaluation of your existing equity interests in Foxtel and FOX SPORTS Australia. Given the significance of this gain, please explain in detail how you calculated or determined the amount of this gain.

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As part of your response, please also explain how the fair value of previously held equity interests of $1,626 was determined, including all relevant inputs and assumptions. Your response should also explain how the purchase price paid for the acquisition of Consolidated Media Holdings Ltd. (and its holdings of interests in Foxtel and FOX SPORTS Australia) compared to fair value of your existing equity investments in these entities determined as part of your valuation procedures.

No numbered answer found in the reply. Read the reply ↗

In a related matter, please revise note 2 to disclose the acquisition date fair value of your equity investments in FOX SPORTS and Foxtel prior to the acquisition and the inputs used in determining such valuation. Refer to ASC 805-10-50-2g.1 and 4.

No numbered answer found in the reply. Read the reply ↗

Please revise your pro forma information to disclose the nature and amount of any material nonrecurring pro forma adjustments included in the reported pro forma revenue and net income. Refer to ASC 805-10-50-h.4.

No numbered answer found in the reply. Read the reply ↗

Please update the financial statements and related disclosures included in your Form 10 registration statement as necessary to comply with the guidance outlined in Rule 3-12 of

No numbered answer found in the reply. Read the reply ↗

Please revise to disclose pro forma basic and diluted earnings per share giving effect to the distribution and related transactions for the latest fiscal year and subsequent interim period presented in the company’s combined financial statements.

The Company will provide this information in a pre-effective amendment when the distribution ratio has been finalized. Read in the reply ↗

Please revise the pro forma balance sheet and pro forma statement of operations to present all adjustments included therein on a gross rather than net basis.

The Company acknowledges the Staff’s comment and respectfully submits that all adjustments are presented on a gross basis on the face of the pro forma financial statements or, for example with respect to taxes, a more detailed explanation is presented in the notes to the pro forma financial statements consistent with the guidance in

Section 3240.7 of the Staff’s Financial Reporting Manual. Read in the reply ↗

Please revise the pro forma statements of operations for the fiscal year ended June 30, 2012 and the six months ended December 31, 2012 to include a separate subtotal column which gives effect only to the CMH acquisition transaction.

to the

Staff’s comment, the Company has revised the pro forma statements of operations for the six months ended December 31, 2012 and the year ended June 30, 2012 to include a separate subtotal column which gives effect to the CMH acquisition transaction. Read in the reply ↗

We refer to footnote (e). We note your revised disclosure in response to our prior

We refer to footnote (e). We note your revised disclosure in response to our prior comment 5. However, without disclosure of the fair value uplift in the Foxtel subscriber relationships, we are unable to determine how the incremental amortization adjustment reflected in adjustment (e) was calculated or determined.

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Please revise to disclose the amount of the fair value uplift associated with the Foxtel subscriber relationships that was recognized in connection with the acquisition and explain in further detail in footnote (e) how the amount of incremental amortization was calculated or determined.

In accordance with the Staff’s request, the Company has revised footnote (e) on pages 54 and 55.

Read in the reply ↗

However, without disclosure of the fair value uplift in the Foxtel subscriber relationships, we are unable to determine how the incremental amortization adjustment reflected in adjustment (e) was calculated or determined.

Rest of the question

Please revise to disclose the amount of the fair value uplift associated with the Foxtel subscriber relationships that was recognized in connection with the acquisition and explain in further detail in footnote (e) how the amount of incremental amortization was calculated or determined. 5. We refer to your response to our prior comment 6. In this regard, it is unclear from your response how the sale of preferred stock to an unrelated third party is part of an “internal” reorganization and therefore, how such sale is directly attributable to the spin-off transaction. Please tell us in further detail why you believe this transaction is directly attributable to the spin-off transaction. Furthermore, it appears that common and preferred stock of your company will be given to the parent in exchange for certain contributed assets based on the disclosure in the first paragraph on page 36. Therefore, your disclosures should clarify whether you or the parent will conduct the sale of the preferred stock in connection with the distribution and which entity will receive the proceeds from the sale of the preferred stock.

We believe that the sale of the preferred stock is directly attributable to the spin-off transaction and have modified our disclosure in footnote (o) on pages 56 and 57 to describe the relationship. Our revised disclosure clarifies that the sale of preferred stock to an unrelated party is a key element of our internal reorganization which is structured in a manner to result in an increase in the tax basis of certain intangible assets including goodwill owned by New News Corporation that will be amortizable as a result of the distribution.

Rest of the answer

The internal reorganization and the related sale of preferred stock would not be undertaken but for the distribution. Therefore, these three parts of the overall spin-off transaction – the internal reorganization, the sale of the preferred stock and the distribution – are all directly linked together and we have described these interrelated elements in the revised footnote (o).

The preferred stock and common stock referred to in the

Staff’s question are those of a new subsidiary formed by News America Incorporated that will be owned by New News Corporation after the distribution. News America Incorporated, as described in footnote (o) will sell the preferred stock to an unrelated party and retain the proceeds.

Read in the reply ↗

We note your response to prior comment 8. However, we are still unclear as to how the $400 million deferred tax asset recorded in adjustment (p) was calculated or determined. Please revise to fully disclose all relevant assumptions used in the computation of the $400 million, including the amount of assets contributed to New Newscorp, the historical tax basis of such assets and the resulting excess fair value that

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resulted in the $400 million deferred tax asset. Please present the revised adjustment in a level of detail that would enable a reader to recalculate the amounts of the pro forma adjustment. We may have further comment upon receipt of your response.

In accordance with the Staff’s request, the Company has revised footnote (o) on pages 56 and 57 to discuss the calculation of the $400 million deferred tax asset that is attributable to the increase in the tax basis of certain assets that are contributed to New News Corporation. The revised disclosure includes information on the fair value of the contributed intangible assets including goodwill, the historical tax basis of such assets and the resulting excess fair value increase in tax basis that results in the recognition of a $400 million deferred tax asset. Read in the reply ↗

We note your response to our prior comment 9 and reissue in part. To the extent applicable and known, please revise this section to provide the information required by Item 402(j) of Regulation S-K for each named executive officer.

The Company has revised pages 122 to

123 of the “Executive Compensation” section to provide the information required by Item 402(j) of Regulation S-K for each of Messrs. Thomson and Singh, whose employment agreements provide for certain payments and benefits upon a separation from the Company. There are no similar arrangements with respect to Mr. Murdoch or for Mr. Zweifach, who receives no compensation from the Company for his services. Read in the reply ↗

Please update the financial statements and related disclosures included in your Form 10 registration statement as necessary to comply with the guidance outlined in Rule 3-12 of Regulation S-X.

The current financial statements and related disclosures in the Form 10 registration statement comply with the guidance outlined in Rule 3-12 of Regulation S-X. The Company will continue to update the financial statements and related disclosures in subsequent amendments to comply with the guidance in Rule 3-12 of

Regulation S-X.

The Company’s acknowledgement of the statements for which you requested acknowledgement in the Comment

Letter is set forth in Annex A to this letter. Read in the reply ↗

Please revise to disclose pro forma basic and diluted earnings per share giving effect to the distribution and related transactions for the latest fiscal year and subsequent interim period presented in the company’s combined financial statements.

Company will provide this information in a pre-effective amendment when the distribution ratio has been finalized. Read in the reply ↗

We refer to footnote (e). Please revise to disclose how the adjustments to equity in the earnings of affiliates represented by footnote (e)(iii) were calculated or determined. Your revised disclosure should also clarify if the $(5) million and $26 million for the six months ended December 31, 2012 and year ended June 30, 2012 include any related tax effect and should disclose the effective tax rates used to

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determine any tax effects.

Foxtel is a 50/50 partnership with Telstra (an unrelated third party) and as a consequence it is not a separate taxpayer for Australian tax purposes. Its income is passed through to its partners on a pre-tax basis. As a result of the consolidation of FOX SPORTS Australia in November 2012, Foxtel’s earnings flow directly to New News Corporation with New News Corporation becoming responsible for its proportionate share of taxes on Foxtel’s earnings/(losses).

Rest of the answer

The adjustment to equity earnings of $(5) million and $26 million for the nine months ended March 31, 2012 and year ended June 30, 2012 are necessary to reflect the earnings of Foxtel on a pre-tax basis and were calculated using the Australian statutory tax rate of 30%. As a result, the equity earnings/(losses) of Foxtel are reflected on an aggregate pre-tax basis and the income tax effect related to the Foxtel equity earnings/(losses) are recorded in the tax provision using the Australian statutory tax rate of 30% results.

In response to the Staff’s comment, we have revised part (iii) of the footnote

(f) to clarify that the adjustment reflects the consolidation of FOX SPORTS Australia.

Read in the reply ↗

We note the discussion of Foxtel’s US GAAP results of operations for the six months ended December 31, 2012 that has been added on page 68. Given that the company owns a 50% interest in this entity and will only share in Foxtel’s earnings to the extent of such ownership, please revise this discussion to also indicate what the company’s share of the equity in earnings of this entity would be for the six months ended

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December 31, 2012.

The Company has revised its disclosure on page 69 to address the Staff’s comment. Read in the reply ↗

Please update the financial statements and related disclosures included in your Form 10 registration statement as necessary to comply with the guidance outlined in Rule 3-12 of Regulation S-X.

The Company has included updated financial statements in the Information

Statement pursuant to Rule 3-12 of Regulation S-X to address the Staff’s comment.

The Company’s acknowledgement of the statements for which you requested acknowledgement in the Comment Letter is set forth in Annex A to this letter. Read in the reply ↗

Please revise to disclose pro forma basic and diluted earnings per share giving effect to the distribution and related transactions for the latest fiscal year and subsequent interim period presented in the company’s combined financial statements.

No numbered answer found in the reply. Read the reply ↗

Refer to adjustment (l) – Given that adjustment (l) is being made to reflect an adjustment for legal and related expenses that will be indemnified by your Parent in connection with the UK Newspaper Matters, please explain why the adjustments reflected in the pro forma statements of operations of $186 million and $132 million, respectively, for the year ended June 30, 2012 and the nine months ended March 31, 2013 do

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not agree to the historical costs incurred for these matters as disclosed on page F-33 of $199 million and on page F-70 of $144 million. Please advise or revise as appropriate.

to the

Staff’s comment, we have revised footnote (l) to clarify that the pro forma adjustment reflects the costs related to the U.K. Newspaper Matters that will be indemnified by Parent. Read in the reply ↗

We note that customer relationship intangible assets were recorded in connection with the CMH acquisition with useful lives up to 25 years. Please tell us how you determined the useful lives assigned to the customer relationships at the time of the acquisition and why you believe lives up to 25 years are appropriate for such intangible assets. We may have further comment upon receipt of your response.

Over 95% of the customer relationship intangibles relate to contracts under which FOX SPORTS Australia licenses its pay-TV channels to Foxtel under perpetual and other long-term carriage arrangements (“Channel Supply Agreements”) as well as to hotels and other licensed venues.

FOX SPORTS Australia has supplied its sports channels to the Foxtel platform since May 1997.

Rest of the answer

Under rights deals with major sports leagues, the channels air highly-rated live domestic and international sports events that drive viewership and

Foxtel’s subscriber penetration.

In accordance with ASC 350, the useful lives of amortizable intangible assets are the periods over which they are expected to contribute directly or indirectly to the future cash flows of the entity. In determining their expected useful life, we consider factors such as their expected use, any limitations to their useful life imposed by legal, regulatory or contractual provisions and the ability to renew or extend their legal or contractual life without substantial cost. While a significant portion of the value assigned to customer relationship intangibles relate to certain perpetual Channel Supply Agreements with Foxtel, our estimate of useful life is reliant on the ability to renew key sports rights deals that drive viewership and pay-TV subscriber penetration. Since these sports rights deals are expected to be renewed, but are not perpetual, the period that a majority of the future cash flows from these intangibles will be generated was estimated to be approximately 25 years.

The Company’s acknowledgement of the statements for which you requested acknowledgement in the Comment Letter is set forth in Annex A to this letter.

Read in the reply ↗

We note your disclosure in the first full risk factor on page 24 that you anticipate recording a pre-tax non-cash impairment charge in the range of $1.2 to $1.4 billion in the quarter ending June 30, 2013. Please revise the third full paragraph on page 3 to disclose this anticipated impairment charge.

We have revised the disclosure on page 3 in response to the Staff’s comment. Read in the reply ↗

Refer to footnote (n) – We note from the disclosure included in footnote (n) that pro forma earnings per share and pro forma weighted average shares outstanding are based on the number of shares of Parent common stock outstanding on March 31, 2013, adjusted for an assumed distribution ratio of one share of New News Corporation common stock for every four shares of Parent common stock held on the record date.

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As the pro forma statements of operations are prepared assuming the distribution occurred on July 1, 2011, the pro forma earnings per share amounts should be based on the weighted average number of shares of the Parent outstanding during the fiscal year ended June 30, 2012 and the nine months ended March 31, 2013 rather than based on the Parent’s outstanding common stock at March 31, 2013. Please revise the weighted average shares used to compute pro forma earnings per share and the related pro forma earnings per share amounts, accordingly.

We have revised footnote (n) on page 56 in response to the Staff’s comment and have updated the pro forma earnings per share disclosures on pages 20, 53, 54 and 58 in the registration statement.

Financial Statements, page F-1

March 31, 2013 Interim Financial Statements, page F-56

Notes to the Unaudited Combined Financial Statements, page F-60

Note 2. Read in the reply ↗

We note from your response to prior comment 3 that because your agreements for sports rights may be renewed but are not perpetual, you determined that your customer relationship intangible assets recorded in connection with the CMH acquisition were estimated to have 25 year lives.

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In this regard, please tell us the length of the agreements for the sports rights obtained by FOX SPORTS Australia and the conditions required and periods for their expected renewal. We may have further comment upon receipt of your response.

FOX SPORTS Australia is the leading national pay-TV network focusing on sports content and programming in Australia. FOX SPORTS Australia currently holds most major sports programming rights in Australia.

FOX SPORTS Australia holds the rights to five key sports leagues: National Rugby League (expires 2017), domestic/international Cricket (expires variously between 2013 and 2020), Football Federation Australia (expires 2017), English Premier League

(expires 2016), and Rugby Union (expires 2015).

Rest of the answer

While the standard terms of the contracts are three to five years, FOX SPORTS Australia has broadcast most of this programming since the inception of the channel in 1995, or later inception of the relevant sports code. FOX SPORTS Australia has had an uninterrupted history of renewing most of these rights for nearly 20 years. FOX SPORTS Australia is and has been the leading provider of sports programming in Australia and accordingly, we have an inherent competitive advantage in negotiating and securing future programming rights. Accordingly, the likelihood of not renewing key future sports programming rights is low with the primary determinant being FOX SPORTS Australia’s ability to negotiate pricing for the rights as well our inherent competitive advantage in this industry in Australia.

FOX SPORTS

Australia has Channel Supply Agreements with Foxtel that represent 94% of the affiliate revenue stream of FOX SPORTS Australia. The most significant agreement represents approximately 60% of the affiliate revenue from Foxtel and is perpetual, provided that FOX SPORTS Australia broadcasts a stipulated minimum level of sports programming. FOX SPORTS Australia’s perpetual customer contract with Foxtel does not mandate the supply of particular sports, just a mix of content and quality no less than was met in 2001, and we have always well exceeded that requirement. The other Channel Supply Agreements with Foxtel expire in September 2014 and in June 2014. We note Foxtel is effectively the only pay-TV distributor in Australia and as such the likelihood of not maintaining the Channel Supply Agreements with Foxtel was determined to be remote since FOX SPORTS Australia is positioned as the leading pay-TV television sports network. As a result, the customer relationship intangible asset that FOX SPORTS Australia has with Foxtel, is a critical long term identifiable asset of FOX SPORTS Australia.

Based on these factors, we conducted an analysis with the assumption that the likelihood of non-renewal of the programming and distribution rights was low for an extended period of time, with no attrition or diminished probabilities reflected in the value of the asset. While two of the Channel Supply Agreements are perpetual, a maximum life of 25 years was selected to reflect the expected long-life of this leading network while also considering the notion that eventually technological changes in the marketplace may be such as to introduce competition to FOX SPORTS Australia.

We also note that the allocation of the excess purchase price is not final and the amounts allocated to intangibles and goodwill and the estimates of useful lives and the related amortization expense are subject to change pending the completion of final valuations. A change in the purchase price allocations and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.

The Company’s acknowledgement of the statements for which you requested acknowledgement in the Comment Letter is set forth in Annex

A to this letter.

Read in the reply ↗