Form 10-Q NEWS CORP For: Mar 31

Form 10-Q NEWS CORP For: Mar 31

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May 11, 2018 6:24 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35769

LOGO

NEWS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		46-2950970
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1211 Avenue of the Americas, New York, New York		10036
(Address of principal executive offices)		(Zip Code)

(212) 416-3400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2018, 383,267,500 shares of Class A Common Stock and 199,630,240 shares of Class B Common Stock were outstanding.

NEWS CORPORATION

FORM 10-Q

TABLE OF CONTENTS


	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations for the three and nine months ended March 31, 2018 and 2017 (unaudited)		2
Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2018 and 2017 (unaudited)		3
Consolidated Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017 (audited)		4
Consolidated Statements of Cash Flows for the nine months ended March 31, 2018 and 2017 (unaudited)		5
Notes to the Unaudited Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures About Market Risk		46
Item 4. Controls and Procedures		47
Part II. Other Information
Item 1. Legal Proceedings		48
Item 1A. Risk Factors		48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		48
Item 3. Defaults Upon Senior Securities		48
Item 4. Mine Safety Disclosures		48
Item 5. Other Information		48
Item 6. Exhibits		49
Signature		50

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; millions, except per share amounts)


			For the three months ended						For the nine months ended
			March 31,						March 31,
	Notes		2018			2017			2018			2017
Revenues:
Advertising			$	687		$	705		$	2,059		$	2,123
Circulation and subscription				659			618			1,947			1,834
Consumer				381			359			1,220			1,183
Real estate				208			168			633			525
Other				158			128			472			394

Total Revenues				2,093			1,978			6,331			6,059

Operating expenses				(1,151	)		(1,101	)		(3,439	)		(3,384	)
Selling, general and administrative				(760	)		(662	)		(2,132	)		(2,005	)
Depreciation and amortization				(100	)		(109	)		(297	)		(349	)
Impairment and restructuring charges		3		(246	)		(33	)		(273	)		(409	)
Equity losses of affiliates		4		(974	)		(23	)		(1,002	)		(276	)
Interest, net				2			8			9			30
Other, net		12		29			(13	)		6			127

(Loss) income before income tax expense				(1,107	)		45			(797	)		(207	)
Income tax expense		10		(3	)		(45	)		(292	)		(12	)

Net loss				(1,110	)		—			(1,089	)		(219	)
Less: Net income attributable to noncontrolling interests				(18	)		(5	)		(54	)		(90	)

Net loss attributable to News Corporation stockholders			$	(1,128	)	$	(5	)	$	(1,143	)	$	(309	)

Basic and diluted loss per share:		8
Net loss available to News Corporation stockholders per share			$	(1.94	)	$	(0.01	)	$	(1.96	)	$	(0.53	)

Cash dividends declared per share of common stock			$	0.10		$	0.10		$	0.20		$	0.20

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited; millions)


	For the three months ended						For the nine months ended
	March 31,						March 31,
	2018			2017			2018			2017
Net loss	$	(1,110	)	$	—		$	(1,089	)	$	(219	)
Other comprehensive income (loss):
Foreign currency translation adjustments		10			269			144			(22	)
Unrealized holding gains (losses) on securities^(a)		—			(3	)		5			(22	)
Benefit plan adjustments^(b)		(9	)		(2	)		(14	)		29
Share of other comprehensive income (loss) from equity affiliates^(c)		—			(7	)		1			4

Other comprehensive income (loss)		1			257			136			(11	)

Comprehensive (loss) income		(1,109	)		257			(953	)		(230	)
Less: Net income attributable to noncontrolling interests		(18	)		(5	)		(54	)		(90	)
Less: Other comprehensive loss (income) attributable to noncontrolling interests		2			(14	)		(1	)		(7	)

Comprehensive (loss) income attributable to News Corporation stockholders	$	(1,125	)	$	238		$	(1,008	)	$	(327	)

^(a)	Net of income tax expense of $1 million and nil for the three months ended March 31, 2018 and 2017, respectively, and income tax expense (benefit) of $3 million and ($8) million for the nine months ended March 31, 2018 and 2017, respectively.

^(b)	Net of income tax benefit of $2 million and $1 million for the three months ended March 31, 2018 and 2017, respectively, and income tax (benefit) expense of ($4) million and $7 million for the nine months ended March 31, 2018 and 2017, respectively.

^(c)	Net of income tax benefit of nil and $3 million for the three months ended March 31, 2018 and 2017, respectively, and income tax expense of nil and $2 million for the nine months ended March 31, 2018 and 2017, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEWS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Millions, except share and per share amounts)


			As of			As of
	Notes		March 31, 2018			June 30, 2017
			(unaudited)			(audited)
Assets:
Current assets:
Cash and cash equivalents			$	2,112		$	2,016
Receivables, net		12		1,328			1,276
Other current assets		12		546			523

Total current assets				3,986			3,815

Non-current assets:
Investments		4		957			2,027
Property, plant and equipment, net				1,642			1,624
Intangible assets, net				2,226			2,281
Goodwill				3,724			3,838
Deferred income tax assets		10		370			525
Other non-current assets		12		467			442

Total assets			$	13,372		$	14,552

Liabilities and Equity:
Current liabilities:
Accounts payable			$	230		$	222
Accrued expenses				1,223			1,204
Deferred revenue				448			426
Other current liabilities		12		566			600

Total current liabilities				2,467			2,452

Non-current liabilities:
Borrowings		5		184			276
Retirement benefit obligations				301			319
Deferred income tax liabilities		10		55			61
Other non-current liabilities				354			351
Commitments and contingencies		9

Redeemable preferred stock				20			20

Class A common stock^(a)				4			4
Class B common stock^(b)				2			2
Additional paid-in capital				12,310			12,395
Accumulated deficit				(1,792	)		(648	)
Accumulated other comprehensive loss				(829	)		(964	)

Total News Corporation stockholders’ equity				9,695			10,789
Noncontrolling interests				296			284

Total equity		6		9,991			11,073

Total liabilities and equity			$	13,372		$	14,552

(a)	Class A common stock, $0.01 par value per share (“Class A Common Stock”), 1,500,000,000 shares authorized, 383,257,907 and 382,294,262 shares issued and outstanding, net of 27,368,413 treasury shares at par at March 31, 2018 and June 30, 2017, respectively.

(b)	Class B common stock, $0.01 par value per share (“Class B Common Stock”), 750,000,000 shares authorized, 199,630,240 shares issued and outstanding, net of 78,430,424 treasury shares at par at March 31, 2018 and June 30, 2017, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEWS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; millions)


			For the nine months ended
			March 31,
	Notes		2018			2017
Operating activities:
Net loss			$	(1,089	)	$	(219	)
Less: Income from discontinued operations, net of tax				—			—

Loss from continuing operations				(1,089	)		(219	)
Adjustments to reconcile loss from continuing operations to cash provided by operating activities:
Depreciation and amortization				297			349
Equity losses of affiliates		4		1,002			276
Cash distributions received from affiliates				2			1
Impairment charges		3		225			321
Other, net		12		(6	)		(127	)
Deferred income taxes and taxes payable		10		182			(76	)
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets				(86	)		(126	)
Inventories, net				(14	)		(8	)
Accounts payable and other liabilities				(48	)		89
NAM Group settlement				—			(256	)

Net cash provided by operating activities from continuing operations				465			224
Net cash used in operating activities from discontinued operations				—			(5	)

Net cash provided by operating activities				465			219

Investing activities:
Capital expenditures				(200	)		(168	)
Changes in restricted cash for Wireless Group acquisition				—			315
Acquisitions, net of cash acquired				(62	)		(345	)
Investments in equity affiliates and other				(42	)		(93	)
Proceeds from property, plant and equipment and other asset dispositions				137			232
Other, net				23			10

Net cash used in investing activities from continuing operations				(144	)		(49	)
Net cash used in investing activities from discontinued operations				—			—

Net cash used in investing activities				(144	)		(49	)

Financing activities:
Repayment of borrowings				(93	)		(23	)
Dividends paid				(99	)		(93	)
Other, net				(42	)		(36	)

Net cash used in financing activities from continuing operations				(234	)		(152	)
Net cash used in financing activities from discontinued operations				—			—

Net cash used in financing activities				(234	)		(152	)

Net increase in cash and cash equivalents				87			18
Cash and cash equivalents, beginning of period				2,016			1,832
Exchange movement on opening cash balance				9			—

Cash and cash equivalents, end of period			$	2,112		$	1,850

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we,” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: news and information services, book publishing, digital real estate services, cable network programming in Australia and pay-TV distribution in Australia.

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Consolidated Financial Statements. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2018. The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates.

Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are designated as available-for-sale if readily determinable fair values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment under the cost method.

The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.”

The accompanying Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 as filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 (the “2017 Form 10-K”).

Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year presentation.

The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2018 and fiscal 2017 include 52 weeks. All references to the three months ended March 31, 2018 and 2017 relate to the three months ended April 1, 2018 and April 2, 2017, respectively. For convenience purposes, the Company continues to date its consolidated financial statements as of March 31.

Recently Issued Accounting Pronouncements

Adopted

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 address several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for annual and interim reporting periods beginning July 1, 2017. The adoption did not have a material impact on the Company’s consolidated financial statements.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”). The amendments in ASU 2016-16 require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in ASU 2016-16 eliminate the exception for an intra-entity transfer of an asset other than inventory. As permitted by ASU 2016-16, the Company early-adopted this standard on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings to reduce complexity in financial reporting. The adjustment did not have a material impact on the Company’s consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05—Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 provides guidance for companies related to the U.S. government-enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). ASU 2018-05 allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company’s accounting for the tax effects of the Tax Act will be completed during this measurement period.

Issued

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 removes inconsistencies and differences in existing revenue recognition requirements between GAAP and International Financial Reporting Standards and requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, delaying the effective date for adoption. ASU 2014-09 is now effective for interim and annual reporting periods beginning after July 1, 2018, however, early adoption is permitted. Once effective, the Company can elect to apply ASU 2014-09 retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial adoption recognized at the date of initial application. The Company has determined that it will adopt ASU 2014-09 using a modified retrospective approach.

The FASB has also issued several standards which provide additional clarification and implementation guidance on the previously issued ASU 2014-09 and have the same effective date as the original standard.

The Company is continuing to evaluate the overall impact that ASU 2014-09 will have on the Company’s consolidated financial statements. The Company’s implementation team, including external advisers, continues to review the Company’s revenue portfolio and related contracts across its various business units and geographies. Discussions regarding changes to the Company’s current accounting policies and practices remain ongoing and preliminary conclusions are subject to change. Based on the current guidance, the new framework will become effective on a modified retrospective basis for the Company on July 1, 2018.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. As of March 31, 2018, the Company had $78 million in available-for-sale securities with net unrealized gains of $1 million and $126 million in cost method investments. In accordance with ASU 2016-01, the cumulative net unrealized gains (losses) contained within Accumulated other comprehensive loss will be reclassified through Retained earnings as of July 1, 2018, and changes in the fair value of available-for-sale securities will be recorded in the Company’s Statement of Operations beginning July 1, 2018. The Company is evaluating the impact ASU 2016-01 may have on its cost method investments.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in ASU 2016-02 address certain aspects in lease accounting, with the most significant impact for lessees. The amendments in ASU 2016-02 require lessees to recognize all leases on the balance sheet by recording a right-of-use asset and a lease liability, and lessor accounting has been updated to align with the new requirements for lessees. The new standard also provides changes to the existing sale-leaseback guidance. ASU 2016-02 is effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In March 2017, the FASB issued ASU 2017-07, “Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (“ASU 2017-07”). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost as defined in paragraphs 715-30-35-4 and 715-60-35-9 are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. ASU 2017-07 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company does not expect the adoption of ASU 2017-07 to have a significant impact on its consolidated financial statements.

NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS

Smartline Home Loans Pty Limited

In July 2017, REA Group acquired an 80.3% interest in Smartline Home Loans Pty Limited (“Smartline”) for approximately A$70 million in cash (approximately $55 million). The minority shareholders have the option to sell the remaining 19.7% interest to REA Group beginning three years after closing at a price dependent on the financial performance of Smartline. If the option is not exercised, the minority interest will become mandatorily redeemable four years after closing. As a result, REA Group recognized a liability of $12 million in the three months ended September 30, 2017 for the present value of the amount expected to be paid for the remaining interest based on the formula specified in the acquisition agreement. Smartline is one of Australia’s premier mortgage broking franchise groups, and the acquisition provides REA Group’s financial services business with greater scale and capability. Under the acquisition method of accounting, the total consideration is allocated to net tangible assets and identifiable intangible assets based upon the fair value as of the date of completion of the acquisition. The excess of the total consideration over the fair value of the net tangible assets and identifiable intangible assets acquired was recorded as goodwill. The acquired intangible assets of approximately $19 million primarily relate to customer relationships which have a useful life of 16 years. The Company recorded approximately $49 million of goodwill on the transaction. Smartline is a subsidiary of REA Group, and its results are included within the Digital Real Estate Services segment.

NOTE 3. IMPAIRMENT AND RESTRUCTURING CHARGES

Fiscal 2018

During the three and nine months ended March 31, 2018, the Company recorded restructuring charges of $21 million and $48 million, respectively, of which $13 million and $38 million, respectively, related to the News and Information Services segment. The restructuring charges recorded in fiscal 2018 were primarily for employee termination benefits.

During the three and nine months ended March 31, 2018, the Company recognized non-cash impairment charges of $225 million primarily related to the impairment of goodwill and intangible assets at the News America Marketing reporting unit and impairment of goodwill at the FOX SPORTS Australia reporting unit.

The Company recognized a $165 million non-cash impairment of goodwill and indefinite-lived intangible assets at its News America Marketing reporting unit. Due to the impact of adverse trends on the future expected performance of the business, the Company revised its future outlook which resulted in a reduction in expected future cash flows. Based on the revised projections, the Company determined that the fair value of the reporting unit was less than its carrying value. The assumptions utilized in the income approach valuation method were discount rates (ranging from 12.5%-14%), long-term growth rates (ranging from (1.9%)-0.9%) and a royalty rate of 2.5%.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company recognized a $41 million non-cash impairment of goodwill at its FOX SPORTS Australia reporting unit. In the third quarter of fiscal 2018, as part of the Company’s long range planning process and in preparation for a potential transaction with Telstra Corporation Limited (“Telstra”) to combine Foxtel and FOX SPORTS Australia (the “Transaction”), the Company assessed the long-term prospects for Foxtel and FOX SPORTS Australia. As a result of lower-than-expected revenues at Foxtel, the Company revised its future outlook for FOX SPORTS Australia whose revenues are heavily predicated on Foxtel subscribers. Based on the revised projections, the Company determined that the fair value of the reporting unit was less than its carrying value. The assumptions utilized in the income approach valuation method were a discount rate of 9.5% and a long-term growth rate of 2.0%. See Note 4—Investments.

Fiscal 2017

During the three and nine months ended March 31, 2017, the Company recorded restructuring charges of $21 million and $88 million, respectively, of which $19 million and $85 million, respectively, related to the News and Information Services segment. The restructuring charges recorded in fiscal 2017 were for employee termination benefits.

During the nine months ended March 31, 2017, the Company recognized a non-cash impairment charge of approximately $310 million primarily related to the write-down of fixed assets at the Australian newspapers in the second quarter of fiscal 2017. The write-down was a result of the impact of adverse trends on the future expected performance of the Australian newspapers, where revenue declines from continued weakness in the print advertising market accelerated during the second quarter. The write-down was comprised of approximately $149 million related to printing presses and print related equipment, $77 million related to facilities, $66 million related to capitalized software and $18 million related to tradenames. The assumptions utilized in the income approach valuation method were a discount rate of 11.5% and no long-term growth.

Changes in restructuring program liabilities were as follows:


	For the three months ended March 31,
	2018												2017
	One time												One time
	employee			Facility									employee			Facility
	termination			related									termination			related
	benefits			costs			Other costs			Total			benefits			costs		Other costs		Total
	(in millions)
Balance, beginning of period	$	22		$	4		$	10		$	36		$	41		$	5	$	6	$	52
Additions		21			—			—			21			21			—		—		21
Payments		(22	)		—			—			(22	)		(33	)		—		—		(33	)
Other		3			—			—			3			—			—		—		—

Balance, end of period	$	24		$	4		$	10		$	38		$	29		$	5	$	6	$	40


	For the nine months ended March 31,
	2018												2017
	One time												One time
	employee			Facility									employee			Facility
	termination			related									termination			related
	benefits			costs			Other costs			Total			benefits			costs		Other costs		Total
	(in millions)
Balance, beginning of period	$	33		$	6		$	10		$	49		$	33		$	5	$	6	$	44
Additions		47			—			1			48			88			—		—		88
Payments		(60	)		(1	)		(1	)		(62	)		(91	)		—		—		(91	)
Other		4			(1	)		—			3			(1	)		—		—		(1	)

Balance, end of period	$	24		$	4		$	10		$	38		$	29		$	5	$	6	$	40

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2018, restructuring liabilities of approximately $27 million were included in the Balance Sheet in Other current liabilities and $11 million were included in Other non-current liabilities.

NOTE 4. INVESTMENTS

The Company’s investments were comprised of the following:


	Ownership
	Percentage		As of		As of
	as of March 31,		March 31,		June 30,
	2018		2018		2017
			(in millions)
Equity method investments:
Foxtel^(a)		50%	$	631	$	1,208
Other equity method investments^(b)		various		122		133
Loan receivable from Foxtel^(a)		N/A		—		370
Available-for-sale securities^(c)		various		78		97
Cost method investments^(d)		various		126		219

Total Investments			$	957	$	2,027

^(a)

During the three months ended March 31, 2018, the Company recognized a $957 million non-cash write-down of the carrying value of its investment in Foxtel. In the third quarter of fiscal 2018, as part of the long range planning process and in preparation for the Transaction, the Company assessed the long-term prospects for Foxtel, on both a stand-alone and combined basis. As a result of lower-than-expected revenues from certain new products and broadcast subscribers at Foxtel, the Company revised its outlook for Foxtel, which resulted in a reduction in expected future cash flows. Based on the revised projections, the Company concluded that the fair value of its investment in Foxtel declined below its carrying value. The assumptions utilized in the income approach valuation method were a discount rate of 10.25% and a long-term growth rate of 2.0%.

In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and pro rata capital contributions made by Foxtel shareholders in the form of subordinated shareholder notes based on their respective ownership interests. The Company’s share of the subordinated shareholder notes was approximately A$481 million ($370 million) as of June 30, 2017. During the three months ended September 30, 2017, Foxtel’s shareholders made pro-rata capital contributions to Foxtel by way of promissory notes. The Company’s share of the capital contributions was A$494 million ($388 million) at September 28, 2017, and the Company’s investment in Foxtel increased by this amount. Foxtel utilized the shareholders’ capital contributions to repay its subordinated shareholder notes and interest accrued in the three months ended September 30, 2017. As a result, such notes were considered to be repaid as of September 30, 2017.

^(b)	Other equity method investments are primarily comprised of Elara Technologies Pte. Ltd., which operates PropTiger.com, Makaan.com and Housing.com.

^(c)	Available-for-sale securities are primarily comprised of the Company’s investment in HT&E Limited (formerly APN News and Media Limited), which operates a portfolio of Australian radio and outdoor media assets.

^(d)

Cost method investments are primarily comprised of certain investments in China as of March 31, 2018. During the three months ended March 31, 2018, the Company sold its investment in SEEKAsia for $122 million in cash and recognized a $32 million gain in Other, net. See Note 12— Additional Financial Information.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company measures the fair market values of available-for-sale securities as Level 1 financial instruments under Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement” (“ASC 820”), as such investments have quoted prices in active markets. The cost basis, unrealized gains, unrealized losses and fair market value of available-for-sale securities are set forth below:


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Cost basis of available-for-sale securities	$	77	$	99
Accumulated gross unrealized gain		1		—
Accumulated gross unrealized loss		—		(2	)

Fair value of available-for-sale securities	$	78	$	97

Net deferred tax asset	$	—	$	1

Equity Losses of Affiliates

The Company’s equity losses of affiliates were as follows:


	For the three months ended March 31,						For the nine months ended March 31,
	2018			2017			2018			2017
	(in millions)						(in millions)
Foxtel^(a)	$	(970	)	$	(16	)	$	(974	)	$	(260	)
Other equity affiliates, net^(b)		(4	)		(7	)		(28	)		(16	)

Total Equity losses of affiliates	$	(974	)	$	(23	)	$	(1,002	)	$	(276	)

^(a)

During the three and nine months ended March 31, 2018, the Company recognized a $957 million non-cash write-down of the carrying value of its investment in Foxtel. The write-down is reflected in Equity losses of affiliates in the Statements of Operations for the three and nine months ended March 31, 2018. Refer to the discussion above for further details.

During the nine months ended March 31, 2017, the Company recognized a $227 million non-cash write-down of the carrying value of its investment in Foxtel. As a result of Foxtel’s performance in the first half of fiscal 2017 and the competitive operating environment in the Australian pay-TV market, the Company revised its future outlook for the business in the second quarter of fiscal 2017, which resulted in a reduction in expected future cash flows. Based on the revised projections, the Company determined that the fair value of its investment in Foxtel declined below its carrying value, which includes the gain recognized in connection with the acquisition of Consolidated Media Holdings Ltd. (“CMH”). The write-down is reflected in Equity losses of affiliates in the Statements of Operations for the nine months ended March 31, 2017. The assumptions utilized in the income approach valuation method were a discount rate of 9.0% and a long-term growth rate of 2.5%. The assumptions utilized in the market approach valuation methods were EBITDA multiples from guideline public companies operating in similar industries and a control premium of 10%.

In November 2012, the Company acquired CMH, a media investment company that operates in Australia. CMH owned a 25% interest in Foxtel through its 50% interest in FOX SPORTS Australia. The CMH acquisition was accounted for in accordance with ASC 805 “Business Combinations” which requires an acquirer to remeasure its previously held equity interest in an acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The carrying amount of the Company’s previously held equity interest in FOX SPORTS Australia, through which the Company held its indirect 25% interest in Foxtel, was revalued to fair value as of the acquisition date, resulting in a step-up and non-cash gain of approximately $1.3 billion for the fiscal year ended June 30, 2013, of which $0.9 billion related to Foxtel.

In accordance with ASC 350, “Intangibles—Goodwill and Other”, the Company amortized $17 million and $49 million related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during the three and nine months ended March 31, 2018, respectively, and $16 million and $53 million in the corresponding periods of fiscal 2017. Such amortization is reflected in Equity losses of affiliates in the Statements of Operations.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

^(b)	During the nine months ended March 31, 2018, the Company recognized $13 million in non-cash write-downs of certain equity method investments’ carrying values. The write-downs are reflected in Equity losses of affiliates in the Statements of Operations for the nine months ended March 31, 2018.

Summarized financial information for Foxtel, presented in accordance with U.S. GAAP, was as follows:


	For the nine months ended March 31,
	2018		2017
	(in millions)
Revenues	$	1,818	$	1,811
Operating income^(a)		155		263
Net income		64		40

^(a)	Includes Depreciation and amortization of $187 million and $155 million for the nine months ended March 31, 2018 and 2017, respectively. Operating income before depreciation and amortization was $342 million and $418 million for the nine months ended March 31, 2018 and 2017, respectively.

NOTE 5. BORROWINGS

During the nine months ended March 31, 2018, REA Group repaid A$120 million (approximately $93 million) of the A$480 million revolving loan facility it used to fund the iProperty acquisition, corresponding to the sub facility due December 2017. Remaining borrowings under the facility were A$360 million (approximately $275 million).

NOTE 6. EQUITY

The following table summarizes changes in equity:


	For the nine months ended March 31,
	2018									2017
	News									News
	Corporation			Noncontrolling			Total			Corporation			Noncontrolling			Total
	stockholders			Interests			Equity			stockholders			Interests			Equity
	(in millions)
Balance, beginning of period	$	10,789		$	284		$	11,073		$	11,564		$	218		$	11,782
Net (loss) income		(1,143	)		54			(1,089	)		(309	)		90			(219	)
Other comprehensive income (loss)		135			1			136			(18	)		7			(11	)
Dividends		(118	)		(40	)		(158	)		(118	)		(33	)		(151	)
Other		32			(3	)		29			20			(4	)		16

Balance, end of period	$	9,695		$	296		$	9,991		$	11,139		$	278		$	11,417

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stock Repurchases

In May 2013, the Company’s Board of Directors (the “Board of Directors”) authorized the Company to repurchase up to an aggregate of $500 million of its Class A Common Stock. On May 10, 2015, the Company announced it had begun repurchasing shares of Class A Common Stock under the stock repurchase program. No stock repurchases were made during the nine months ended March 31, 2018. Through May 4, 2018, the Company cumulatively repurchased approximately 5.2 million shares of Class A Common Stock for an aggregate cost of approximately $71 million. The remaining authorized amount under the stock repurchase program as of May 4, 2018 was approximately $429 million. All decisions regarding any future stock repurchases are at the sole discretion of a duly appointed committee of the Board of Directors and management. The committee’s decisions regarding future stock repurchases will be evaluated from time to time in light of many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the committee may deem relevant. The stock repurchase authorization may be modified, extended, suspended or discontinued at any time by the Board of Directors and the Board of Directors cannot provide any assurances that any additional shares will be repurchased.

Dividends

In August 2017, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. This dividend was paid on October 18, 2017 to stockholders of record at the close of business on September 13, 2017. In February 2018, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. This dividend was paid on April 18, 2018 to stockholders of record as of March 14, 2018. The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant.


	For the nine months ended March 31,
	2018		2017
Cash dividend paid per share	$	0.10	$	0.10

NOTE 7. FAIR VALUE MEASUREMENTS

In accordance with ASC 820, fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs other than quoted prices included in Level 1. The Company could value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the Company, this primarily includes the use of forecasted financial information and other valuation related assumptions such as discount rates and long term growth rates in the income approach as well as the market approach which utilizes certain market and transaction multiples.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Recurring Fair Value Measurements

Certain assets and liabilities are required to be remeasured to fair value at the end of each reporting period.

The fair values of investments in available-for-sale securities are determined using the quoted market prices from active markets based on the closing price at the end of each reporting period. These investments are classified as Level 1 in the fair value hierarchy outlined above.

The Company has liabilities recorded in its Balance Sheets for its mandatorily redeemable noncontrolling interests. These liabilities represent management’s best estimate of the amounts expected to be paid in accordance with the contractual terms of the underlying acquisition agreements. The fair values of these liabilities are based on the contractual payout formulas included in the acquisition agreements taking into account the expected performance of the business. Any remeasurements of the Company’s mandatorily redeemable noncontrolling interests are recorded through Interest, net in the Statements of Operations. As the fair value does not rely on observable market inputs, the Company classifies these liabilities as Level 3 in the fair value hierarchy.

The following tables summarize those assets and liabilities measured at fair value on a recurring basis:


	As of March 31,								As of June 30,
	2018								2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in millions)
Assets:
Available-for-sale securities^(a)	$	78	$	—	$	—	$	78	$	97	$	—	$	—	$	97

Total assets	$	78	$	—	$	—	$	78	$	97	$	—	$	—	$	97

Liabilities:
Mandatorily redeemable noncontrolling interests^(b)	$	—	$	—	$	92	$	92	$	—	$	—	$	79	$	79

Total liabilities	$	—	$	—	$	92	$	92	$	—	$	—	$	79	$	79

(a)	See Note 4 – Investments.

(b)

Primarily related to REA Group’s mandatorily redeemable noncontrolling interest associated with the acquisition of iProperty. The fair value is determined based on formulas specified in the acquisition agreement and REA Group management’s expectations of the business’ performance. The mandatorily redeemable noncontrolling interest was redeemed in April 2018 and the amount paid was based on the actual performance of the business against the targets stipulated in the acquisition agreement.

There have been no transfers between levels of the fair value hierarchy during the periods presented.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

A rollforward of the Company’s mandatorily redeemable noncontrolling interest liabilities classified as Level 3 is as follows:


	For the nine months ended March 31,
	2018			2017
	(in millions)
Balance - beginning of year	$	79		$	82
Additions		12			—
Payments		—			—
Measurement adjustments		—			(8	)
Accretion		2			3
Foreign exchange movements		(1	)		1

Total liabilities	$	92		$	78

Nonrecurring Fair Value Measurements

In addition to assets and liabilities that are remeasured at fair value on a recurring basis, the Company has certain assets, primarily goodwill, intangible assets, equity method investments and property, plant and equipment, that are not required to be remeasured to fair value at the end of each reporting period. On an ongoing basis, the Company monitors whether events occur or circumstances change that would more likely than not reduce the fair values of these assets below their carrying amounts. If the Company determines that these assets are impaired, the Company would write down these assets to fair value. These nonrecurring fair value measurements are considered to be Level 3 in the fair value hierarchy.

In the third quarter of fiscal 2018, the Company recognized a $957 million non-cash write-down of the carrying value of its investment in Foxtel from $1,588 million to $631 million. In the second quarter of fiscal 2017, the Company recognized a $227 million non-cash write-down of the carrying value of its investment in Foxtel from $1,432 million to $1,205 million. See Note 4 – Investments.

In the third quarter of fiscal 2018, the Company recognized non-cash impairment charges of $120 million and $45 million related to goodwill and intangible assets, respectively, at the News America Marketing reporting unit. The carrying value of goodwill at News America Marketing decreased from $301 million to $181 million and the carrying value of intangible assets decreased from $391 million to $346 million. See Note 3 – Impairment and Restructuring Charges.

In the third quarter of fiscal 2018, the Company recognized a $41 million non-cash impairment charge related to goodwill at the FOX SPORTS Australia reporting unit. The carrying value of goodwill at FOX SPORTS Australia decreased from $490 million to $449 million. See Note 3 – Impairment and Restructuring Charges.

In the second quarter of fiscal 2017, the Company recognized non-cash impairment charges of approximately $310 million primarily related to the write-down of fixed assets at News Corp Australia. The carrying value of fixed assets at News Corp Australia decreased from $667 million to $375 million and the carrying value of intangible assets decreased from $48 million to $30 million. See Note 3 – Impairment and Restructuring Charges.

Other Fair Value Measurements

As of March 31, 2018 and June 30, 2017, the carrying value of the REA Facility approximates fair value and is classified as Level 3 in the fair value hierarchy.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. LOSS PER SHARE

The following tables set forth the computation of basic and diluted loss per share under ASC 260, “Earnings per Share”:


	For the three months ended March 31,						For the nine months ended March 31,
	2018			2017			2018			2017
	(in millions, except per share amounts)
Net loss	$	(1,110	)	$	—		$	(1,089	)	$	(219	)
Less: Net income attributable to noncontrolling interests		(18	)		(5	)		(54	)		(90	)
Less: Redeemable preferred stock dividends^(a)		—			—			(1	)		(1	)

Net loss available to News Corporation stockholders	$	(1,128	)	$	(5	)	$	(1,144	)	$	(310	)

Weighted-average number of shares of common stock outstanding - basic and diluted^(b)		582.8			581.6			582.6			581.2

Net loss available to News Corporation stockholders per share - basic and diluted	$	(1.94	)	$	(0.01	)	$	(1.96	)	$	(0.53	)

(a)

In connection with the Separation, as defined in Note 9, Twenty-First Century Fox, Inc. (“21st Century Fox”) sold 4,000 shares of cumulative redeemable preferred stock with a par value of $5,000 per share of a newly formed U.S. subsidiary of the Company. The preferred stock pays dividends at a rate of 9.5% per annum, payable quarterly. The preferred stock is callable by the Company at any time after the fifth year and is puttable at the option of the holder after 10 years.

(b)	The dilutive impact of the Company’s PSUs, RSUs and stock options has been excluded from the calculation of diluted loss per share for the three and nine months ended March 31, 2018 and 2017 because their inclusion would have an antidilutive effect on the net loss per share.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The Company’s commitments as of March 31, 2018 have not changed significantly from the disclosures included in the 2017 Form 10-K.

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company establishes an accrued liability for legal claims when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. The Company recognizes gain contingencies when the gain becomes realized or realizable.

News America Marketing

Valassis Communications, Inc.

On November 8, 2013, Valassis Communications, Inc. (“Valassis”) initiated legal proceedings against the Company and/or certain of its subsidiaries alleging violations of various antitrust laws. These proceedings are described in further detail below.

•

Valassis previously initiated an action against News America Incorporated, News America Marketing FSI L.L.C. and News America Marketing In-Store Services L.L.C. (collectively, the “NAM Parties”), captioned Valassis Communications, Inc. v. News America Incorporated, et al., No. 2:06-cv-10240 (E.D. Mich.) (“Valassis I”), alleging violations of federal antitrust laws, which was settled in February 2010. On November 8, 2013, Valassis filed a motion for expedited discovery in the previously settled case based on its belief that defendants had engaged in activities prohibited under an order issued by the U.S. District Court for the Eastern District of Michigan in connection with the parties’ settlement, which motion was granted by the magistrate judge.

Valassis subsequently filed a Notice of Violation of the order issued by the District Court in Valassis I (the “Notice”). The Notice re-asserted claims of unlawful bundling and tying which the magistrate judge had previously recommended be dismissed from Valassis II, described below, on the grounds that such claims could only be brought before a panel of antitrust experts previously appointed in Valassis I (the “Antitrust Expert Panel”), and sought treble damages, injunctive relief and attorneys’ fees on those claims. On March 30, 2016, the District Court ordered that the Notice be referred to the Antitrust Expert Panel.

•

On November 8, 2013, Valassis also filed a new complaint in the District Court against News Corporation and the NAM Parties (together, the “NAM Group”) alleging violations of federal and state antitrust laws and common law business torts (“Valassis II”). The complaint sought treble damages, injunctive relief and attorneys’ fees and costs. On December 19, 2013, the NAM Group filed a motion to dismiss the newly filed complaint, and on March 30, 2016, the District Court ordered that Valassis’s bundling and tying claims be dismissed without prejudice to Valassis’s rights to pursue relief for those claims in Valassis I and that all remaining claims in the NAM Group’s motion to dismiss be referred to the Antitrust Expert Panel.

The Antitrust Expert Panel was convened and, on February 8, 2017, recommended that Valassis I be dismissed and the NAM Group’s counterclaims in Valassis II be dismissed with leave to replead three of the four counterclaims. The NAM Group filed an amended counterclaim on February 27, 2017. Valassis did not object to the Antitrust Expert Panel’s recommendation to dismiss Valassis I, but it filed motions with the District Court asserting that the referral of Valassis II to the Antitrust Expert Panel was no longer valid and seeking either to re-open Valassis II in the District Court or to transfer the case to the U.S. District Court for the Southern District of New York (the “N.Y. District Court”). On September 25, 2017, the District Court dismissed Valassis I, granted Valassis’s motions and transferred Valassis II to the N.Y. District Court. On April 13, 2018, the NAM Group filed a motion for summary judgment dismissing Valassis II with the N.Y. District Court. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the NAM Group believes it has been compliant with applicable laws and intends to defend itself vigorously.

In-Store Marketing and FSI Purchasers

On February 29, 2016, the parties agreed to settle the litigation in the N.Y. District Court in which The Dial Corporation, Henkel Consumer Goods, Inc., H.J. Heinz Company, H.J. Heinz Company, L.P., Foster Poultry Farms, Smithfield Foods, Inc., HP Hood LLC and BEF Foods, Inc. alleged various claims under federal and state antitrust law against the NAM Group. Pursuant to the terms of the settlement, the NAM Group paid the settlement amount of approximately $250 million during the quarter ended September 30, 2016, and the litigation was subsequently dismissed with prejudice. The NAM Group also settled related claims for approximately $30 million in February 2016.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

U.K. Newspaper Matters

Civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”). The Company has admitted liability in many civil cases and has settled a number of cases. The Company also settled a number of claims through a private compensation scheme which was closed to new claims after April 8, 2013.

In connection with the separation of the Company’s businesses (the “Separation”) from 21st Century Fox on June 28, 2013 (the “Distribution Date”), the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after the Distribution Date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters will be settled on an after-tax basis.

The net expense (benefit) related to the U.K. Newspaper Matters in Selling, general and administrative expenses was $2 million for the three months ended March 31, 2018 and 2017, respectively, and ($38) million and $6 million for the nine months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $59 million. The amount to be indemnified by 21st Century Fox of approximately $59 million was recorded as a receivable in Other current assets on the Balance Sheet as of March 31, 2018. The net benefit for the nine months ended March 31, 2018 and the accrual and receivable recorded as of that date reflect a $46 million impact from the reversal of a portion of the Company’s previously accrued liability and the corresponding receivable from 21st Century Fox as the result of an agreement reached with the relevant tax authority with respect to certain employment taxes. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters.

The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.

Other

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid; however, these liabilities may need to be adjusted as new information becomes known and as tax examinations continue to progress. As subsidiaries of 21st Century Fox prior to the Separation, the Company and each of its domestic subsidiaries have joint and several liability with 21st Century Fox for the consolidated U.S. federal income taxes of the 21st Century Fox consolidated group relating to any taxable periods during which the Company or any of the Company’s domestic subsidiaries were a member of the 21st Century Fox consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21st Century Fox consolidated group. In conjunction with the Separation, the Company entered into the Tax Sharing and Indemnification Agreement with 21st Century Fox, which requires 21st Century Fox to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the Internal Revenue Service (“IRS”) or other taxing authorities in amounts that the Company cannot quantify.

The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid, however, the Company may need to accrue additional income tax expense and our liability may need to be adjusted as new information becomes known and as these tax examinations continue to progress, or as settlements or litigations occur.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. INCOME TAXES

At the end of each interim period, the Company estimates the annual effective tax rate and applies that rate to its ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs.

For the three months ended March 31, 2018, the Company recorded a tax charge of $3 million on a pre-tax loss of $1,107 million resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower tax rate was primarily due to a lower net tax benefit on the non-cash write-down of assets and investments in Australia and the U.S., and valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses.

For the nine months ended March 31, 2018, the Company recorded a tax charge of $292 million on a pre-tax loss of $797 million resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower tax rate was primarily due to a lower net tax benefit on the non-cash write-down of assets and investments in Australia and the U.S., valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the tax charge resulting from the enactment of the Tax Act which caused an increase in income tax expense of $174 million as discussed below.

On December 22, 2017, the U.S. government-enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act. The Tax Act includes significant changes to the U.S. corporate income tax system including, among other things, lowering the U.S. statutory federal tax rate to 21% and implementing a territorial tax system. As the Company has a June 30 fiscal year-end, the impact of the lower tax rate will be phased in resulting in a U.S. statutory federal tax rate of approximately 28% for the fiscal year ending June 30, 2018 and a 21% U.S. statutory federal tax rate for fiscal years thereafter. The Tax Act also adds many new provisions, some of which do not apply until fiscal 2019, including changes to bonus depreciation, limits on the deductions for executive compensation and interest expense, a tax on global intangible low-taxed income (“GILTI”), the base erosion anti-abuse tax and a deduction for foreign-derived intangible income. The Company is assessing the impact of the provisions of the Tax Act which do not apply until fiscal 2019 and has elected to account for the tax on GILTI as a period cost and thus has not adjusted any net deferred tax assets of its foreign subsidiaries for the new tax.

There are certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax system, the Tax Act imposes a tax on the mandatory deemed repatriation of earnings of the Company’s foreign subsidiaries. In addition, the reduction of the U.S. statutory federal tax rate caused the Company to re-measure its U.S. deferred tax assets and liabilities. In accordance with ASC 740, “Income Taxes,” the Company recorded the effects of the tax law change during the quarter ended December 31, 2017, which resulted in a provisional charge of $174 million comprised of an estimated deemed repatriation tax charge of $34 million and an estimated deferred tax charge of $140 million due to the re-measurement of the Company’s net U.S. deferred tax assets.

The changes included in the Tax Act are broad and complex. In March 2018, the FASB issued ASU 2018-05 which provides guidance for companies related to the Tax Act. ASU 2018-05 allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company’s accounting for the tax effects of the Tax Act will be completed during this measurement period. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries.

For the three months ended March 31, 2017, the Company recorded a tax charge of $45 million on pre-tax income of $45 million resulting in an effective tax rate that was higher than the U.S. statutory tax rate. The higher tax rate was primarily due to valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2017, the Company recorded a tax charge of $12 million on a pre-tax loss of $207 million resulting in an effective tax rate that was lower than the U.S. statutory tax rate. The lower tax rate was primarily due to a lower net tax benefit of $121 million on the non-cash write-down of assets and investments in Australia and valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses, offset by lower taxes on the sale of REA Group’s European business.

Management assesses available evidence to determine whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Based on management’s assessment of available evidence, it has been determined that it is more likely than not that deferred tax assets in certain foreign jurisdictions may not be realized and therefore, a valuation allowance has been established against those tax assets.

The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in our tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The IRS commenced an audit of the Company’s federal corporate income tax return for the fiscal year ended June 2014 in February 2018. The Company is also currently undergoing tax examinations in several states and foreign jurisdictions.

The Company paid gross income taxes of $116 million and $89 million during the nine months ended March 31, 2018 and 2017 and received tax refunds of $6 million and $1 million, respectively.

NOTE 11. SEGMENT INFORMATION

The Company manages and reports its businesses in the following five segments:

•

News and Information Services—The News and Information Services segment includes the Company’s global print, digital and broadcast radio media platforms. These product offerings include the global print and digital versions of The Wall Street Journal and the Dow Jones Media Group, which includes Barron’s and MarketWatch, as well as the Company’s suite of professional information products, including Factiva, Dow Jones Risk & Compliance, Dow Jones Newswires, Dow Jones PEVC and DJX. The Company also owns, among other publications, The Australian, The Daily Telegraph, Herald Sun and The Courier Mail in Australia, The Times, The Sunday Times, The Sun and The Sun on Sunday in the U.K. and the New York Post in the U.S. This segment also includes News America Marketing, a leading provider of home-delivered shopper media, in-store marketing products and services and digital marketing solutions, including Checkout 51’s mobile application, as well as Unruly, a leading global video advertising distribution platform, Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., and Storyful, a social media content agency.

•

Book Publishing—The Book Publishing segment consists of HarperCollins, the second largest consumer book publisher in the world, with operations in 18 countries and particular strengths in general fiction, nonfiction, children’s and religious publishing. HarperCollins owns more than 120 branded publishing imprints, including Harper, William Morrow, HarperCollins Children’s Books, Avon, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Harper Lee, Patricia Cornwell, Chip and Joanna Gaines, Rick Warren, Sarah Young and Agatha Christie and popular titles such as The Hobbit, Goodnight Moon, To Kill a Mockingbird, Jesus Calling and Hillbilly Elegy.

•

Digital Real Estate Services—The Digital Real Estate Services segment consists of the Company’s interests in REA Group, Move and DIAKRIT. REA Group is a publicly traded company listed on the Australian Securities Exchange (ASX: REA) that advertises property and property-related services on its websites and mobile applications across Australia and Asia, including iProperty.com. REA Group operates Australia’s leading residential and commercial property websites, realestate.com.au and realcommercial.com.au. The Company holds a 61.6% interest in REA Group.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Move is a leading provider of online real estate services in the U.S. and primarily operates realtor.com^®, a premier real estate information and services marketplace. Move offers real estate advertising solutions to agents and brokers, including its Connections^SM for Buyers and Advantage^SMPro products. Move also offers a number of professional software and services products, including Top Producer^®, FiveStreet^®and ListHub^TM. The Company owns an 80% interest in Move, with the remaining 20% being held by REA Group.

•

Cable Network Programming—The Cable Network Programming segment consists of FOX SPORTS Australia and Australian News Channel Pty Ltd (“ANC”). FOX SPORTS Australia is the leading sports programming provider in Australia, with eight high definition television channels distributed via cable, satellite and IP, several interactive viewing applications and broadcast rights to live sporting events in Australia including: National Rugby League, the domestic football league, international cricket, Australian Rugby Union and various motorsports programming.

ANC, acquired in December 2016, operates the SKY NEWS network, Australia’s 24-hour multi-channel, multi-platform news service. ANC channels are broadcast throughout Australia and New Zealand and available on Foxtel and Sky Television. ANC also owns and operates the international Australia Channel IPTV service and offers content across a variety of digital media platforms, including mobile, podcasts and social media websites.

•

Other—The Other segment consists primarily of general corporate overhead expenses, the corporate Strategy and Creative Group and costs related to the U.K. Newspaper Matters. The Company’s corporate Strategy and Creative Group is responsible for identifying new products and services across its businesses to increase revenues and profitability and to target and assess potential acquisitions, investments and dispositions.

Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: depreciation and amortization, impairment and restructuring charges, equity losses of affiliates, interest, net, other, net, income tax (expense) benefit and net income attributable to noncontrolling interests. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA.

Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources within the Company’s businesses. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	For the three months ended						For the nine months ended
	March 31,						March 31,
	2018			2017			2018			2017
	(in millions)
Revenues:
News and Information Services	$	1,286		$	1,263		$	3,825		$	3,788
Book Publishing		398			374			1,268			1,229
Digital Real Estate Services		279			219			842			687
Cable Network Programming		129			122			394			354
Other		1			—			2			1

Total revenues	$	2,093		$	1,978		$	6,331		$	6,059

Segment EBITDA:
News and Information Services	$	85		$	123		$	298		$	311
Book Publishing		43			37			173			160
Digital Real Estate Services		88			75			302			237
Cable Network Programming		16			34			76			99
Other		(50	)		(54	)		(89	)		(137	)
Depreciation and amortization		(100	)		(109	)		(297	)		(349	)
Impairment and restructuring charges		(246	)		(33	)		(273	)		(409	)
Equity losses of affiliates		(974	)		(23	)		(1,002	)		(276	)
Interest, net		2			8			9			30
Other, net		29			(13	)		6			127

(Loss) income before income tax expense		(1,107	)		45			(797	)		(207	)
Income tax expense		(3	)		(45	)		(292	)		(12	)

Net loss	$	(1,110	)	$	—		$	(1,089	)	$	(219	)


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Total assets:
News and Information Services	$	6,286	$	6,142
Book Publishing		1,853		1,845
Digital Real Estate Services		2,175		2,307
Cable Network Programming		1,054		1,194
Other^(a)		1,047		1,037
Investments		957		2,027

Total assets	$	13,372	$	14,552

^(a)	The Other segment primarily includes Cash and cash equivalents.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Goodwill and intangible assets, net:
News and Information Services	$	2,801	$	2,952
Book Publishing		835		835
Digital Real Estate Services		1,458		1,420
Cable Network Programming		856		912

Total goodwill and intangible assets, net	$	5,950	$	6,119

NOTE 12. ADDITIONAL FINANCIAL INFORMATION

Receivables, net

Receivables are presented net of an allowance for returns and doubtful accounts, which is an estimate of amounts that may not be collectible. In determining the allowance for returns, management analyzes historical returns, current economic trends and changes in customer demand and acceptance of the Company’s products. Based on this information, management reserves a certain portion of revenues that provide the customer with the right of return. The allowance for doubtful accounts is estimated based on historical experience, receivable aging, current economic trends and specific identification of certain receivables that are at risk of not being collected.

Receivables, net consist of:


	As of			As of
	March 31, 2018			June 30, 2017
	(in millions)
Receivables	$	1,532		$	1,484
Allowance for sales returns		(165	)		(166	)
Allowances for doubtful accounts		(39	)		(42	)

Receivables, net	$	1,328		$	1,276

The Company’s receivables did not contain significant concentrations of credit risk as of March 31, 2018 or June 30, 2017 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.

Other Current Assets

The following table sets forth the components of Other current assets:


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Inventory^(a)	$	224	$	208
Amounts due from 21st Century Fox		59		82
Prepayments and other current assets		263		233

Total Other current assets	$	546	$	523

^(a)	Inventory at March 31, 2018 and June 30, 2017 was primarily comprised of books, newsprint, printing ink and programming rights.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Other Non-Current Assets

The following table sets forth the components of Other non-current assets:


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Royalty advances to authors	$	319	$	298
Other		148		144

Total Other non-current assets	$	467	$	442

Other Current Liabilities

The following table sets forth the components of Other current liabilities:


	As of		As of
	March 31, 2018		June 30, 2017
	(in millions)
Current tax payable	$	40	$	39
Royalties and commissions payable		187		152
Current portion of long-term debt		92		103
Other		247		306

Total Other current liabilities	$	566	$	600

Other, net

The following table sets forth the components of Other, net:


	For the three months ended						For the nine months ended
	March 31,						March 31,
	2018			2017			2018			2017
	(in millions)
Gain on sale of SEEKAsia^(a)	$	32		$	—		$	32		$	—
Gain on sale of REA Group’s European business		—			(13	)		—			107
Write-down of available-for-sale securities^(b)		(3	)		—			(33	)		(21	)
Gain on sale of other businesses		—			—			—			11
Gain on sale of equity method investments		—			—			—			17
Other, net		—			—			7			13

Total Other, net	$	29		$	(13	)	$	6		$	127

^(a)	During the three months ended March 31, 2018, the Company sold its investment in SEEKAsia for $122 million in cash and recognized a $32 million gain in Other, net.

^(b)	For the three and nine months ended March 31, 2018 and for the nine months ended March 31, 2017, the write-downs of available-for-sale securities were reclassified out of accumulated other comprehensive loss and included in Other, net in the Statement of Operations.

NEWS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. SUBSEQUENT EVENTS

Foxtel and Fox Sports Australia Combination

In March 2018, News Corp and Telstra entered into a definitive agreement to combine their respective 50% interests in Foxtel and News Corp’s 100% interest in FOX SPORTS Australia into a new company. Following completion of the transaction in April 2018, News Corp owns a 65% interest in the combined company, and Telstra owns the remaining 35%. The combination will allow Foxtel and FOX SPORTS Australia to leverage their media platforms and content to improve services for consumers and advertisers. The results of the combined business will be reported within the new Subscription Video Services segment and it will be considered a separate reporting unit for purposes of the Company’s annual goodwill impairment review. Foxtel’s outstanding debt of approximately $1.7 billion as of March 31, 2018 will be included in the Balance Sheets beginning in the fourth quarter of fiscal 2018. The Company is currently in the process of evaluating the purchase accounting implications, and as a result, disclosures required under ASC 805-10-50-2(h) cannot be made at this time. The Company is required to revalue its pre-existing contractual arrangements between Foxtel and FOX SPORTS Australia as part of purchase accounting, which is expected to result in a write-off of its channel distribution agreement intangible asset at the time of acquisition. As of March 31, 2018, the channel distribution agreement intangible asset carrying value was $322 million.

Hometrack Australia Pty Ltd

In May 2018, REA Group entered into an agreement to acquire Hometrack Australia Pty Ltd (“Hometrack Australia”) for A$130 million (approximately $100 million) in cash, which will be funded with a mix of cash on hand and debt of A$70 million (approximately $55 million). The acquisition is subject to customary closing conditions, including regulatory approval. Hometrack Australia is a residential property data company and will allow REA Group to deliver more property data and insights to its customers and consumers. Hometrack Australia will be a subsidiary of REA Group and its results will be included within the Digital Real Estate Services segment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This document, including the following discussion and analysis, contains statements that constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. All statements that are not statements of historical fact are forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this discussion and analysis and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things, trends affecting the Company’s financial condition or results of operations and the outcome of contingencies such as litigation and investigations. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. More information regarding these risks, uncertainties and other important factors that could cause actual results to differ materially from those in the forward-looking statements is set forth under the heading “Risk Factors” in Part I, Item 1A in News Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 as filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 (the “2017 Form 10-K”), and as may be updated in this and other subsequent Quarterly Reports on Form 10-Q. The Company does not ordinarily make projections of its future operating results and undertakes no obligation (and expressly disclaims any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review this document and the other documents filed by the Company with the SEC. This section should be read together with the unaudited consolidated financial statements of News Corporation and related notes set forth elsewhere herein and the audited consolidated financial statements of News Corporation and related notes set forth in the 2017 Form 10-K.

INTRODUCTION

The unaudited consolidated financial statements are referred to herein as the “Consolidated Financial Statements.” The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.” The Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of the Company’s financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

•

Overview of the Company’s Business - This section provides a general description of the Company’s businesses, as well as developments that occurred to date during fiscal 2018 that the Company believes are important in understanding its results of operations and financial condition or to disclose known trends.

•

Results of Operations - This section provides an analysis of the Company’s results of operations for the three and nine months ended March 31, 2018 and 2017. This analysis is presented on both a consolidated basis and a segment basis. In addition, a brief description is provided of significant transactions and events that impact the comparability of the results being analyzed.

•

Liquidity and Capital Resources - This section provides an analysis of the Company’s cash flows for the nine months ended March 31, 2018 and 2017, as well as a discussion of the Company’s financial arrangements and outstanding commitments, both firm and contingent, that existed as of March 31, 2018.

OVERVIEW OF THE COMPANY’S BUSINESSES

The Company manages and reports its businesses in the following five segments:

•

News and Information Services— The News and Information Services segment includes the Company’s global print, digital and broadcast radio media platforms. These product offerings include the global print and digital versions of The Wall Street Journal and the Dow Jones Media Group, which includes Barron’s and MarketWatch, as well as the Company’s suite of professional information products, including Factiva, Dow Jones Risk & Compliance, Dow Jones Newswires, Dow Jones PEVC and DJX. The Company also owns, among other publications, The Australian, The Daily Telegraph, Herald Sun and The Courier Mail in Australia, The Times, The Sunday Times, The Sun and The Sun on Sunday in the U.K. and the New York Post in the U.S. This segment also includes News America Marketing, a leading provider of home-delivered shopper media, in-store marketing products and services and digital marketing solutions, including Checkout 51’s mobile application, as well as Unruly, a leading global video advertising distribution platform, Wireless Group, operator of talkSPORT, the leading sports radio network in the U.K., and Storyful, a social media content agency.

•

Other—The Other segment consists primarily of general corporate overhead expenses, the corporate Strategy and Creative Group and costs related to the U.K. Newspaper Matters (as defined in Note 9 to the Consolidated Financial Statements). The Company’s corporate Strategy and Creative Group is responsible for identifying new products and services across its businesses to increase revenues and profitability and to target and assess potential acquisitions, investments and dispositions.

Other Business Developments

RESULTS OF OPERATIONS

Results of Operations—For the three and nine months ended March 31, 2018 versus the three and nine months ended March 31, 2017

The following table sets forth the Company’s operating results for the three and nine months ended March 31, 2018 as compared to the three and nine months ended March 31, 2017.


	For the three months ended March 31,											For the nine months ended March 31,
	2018			2017			Change			%		2018			2017			Change			%
(in millions, except %)							Better/(Worse)											Better/(Worse)
Revenues:
Advertising	$	687		$	705		$	(18	)		(3)%	$	2,059		$	2,123		$	(64	)		(3)%
Circulation and subscription		659			618			41			7%		1,947			1,834			113			6%
Consumer		381			359			22			6%		1,220			1,183			37			3%
Real estate		208			168			40			24%		633			525			108			21%
Other		158			128			30			23%		472			394			78			20%

Total Revenues		2,093			1,978			115			6%		6,331			6,059			272			4%

Operating expenses		(1,151	)		(1,101	)		(50	)		(5)%		(3,439	)		(3,384	)		(55	)		(2)%
Selling, general and administrative		(760	)		(662	)		(98	)		(15)%		(2,132	)		(2,005	)		(127	)		(6)%
Depreciation and amortization		(100	)		(109	)		9			8%		(297	)		(349	)		52			15%
Impairment and restructuring charges		(246	)		(33	)		(213	)		**		(273	)		(409	)		136			33%
Equity losses of affiliates		(974	)		(23	)		(951	)		**		(1,002	)		(276	)		(726	)		**
Interest, net		2			8			(6	)		(75)%		9			30			(21	)		(70)%
Other, net		29			(13	)		42			**		6			127			(121	)		(95)%

(Loss) Income before income tax expense		(1,107	)		45			(1,152	)		**		(797	)		(207	)		(590	)		**
Income tax expense		(3	)		(45	)		42			93%		(292	)		(12	)		(280	)		**

Net loss		(1,110	)		—			(1,110	)		**		(1,089	)		(219	)		(870	)		**
Less: Net income attributable to noncontrolling interests		(18	)		(5	)		(13	)		**		(54	)		(90	)		36			40%

Net loss attributable to News Corporation	$	(1,128	)	$	(5	)		$(1,123)			**	$	(1,143	)	$	(309	)	$	(834	)		**

**	not meaningful

Revenues— Revenues increased $115 million, or 6%, and $272 million, or 4%, for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017.

The revenue increase for the three months ended March 31, 2018 was primarily due to higher revenues at the Digital Real Estate Services segment of $60 million, mainly due to higher revenues at both REA Group and Move, as well as an increase at the Book Publishing segment of $24 million primarily due to higher sales in the general and Christian books categories and the positive impact of foreign currency fluctuations. Revenue at the News and Information Services segment increased $23 million primarily due to the positive impact of foreign currency fluctuations and higher circulation and subscription revenues, partially offset by lower advertising revenues. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Revenue increase of $70 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The Company calculates the impact of foreign currency fluctuations for businesses reporting in currencies other than the U.S. dollar by multiplying the results for each quarter in the current period by the difference between the average exchange rate for that quarter and the average exchange rate in effect during the corresponding quarter of the prior year and totaling the impact for all quarters in the current period.

The revenue increase for the nine months ended March 31, 2018 was primarily due to higher revenues at the Digital Real Estate Services segment of $155 million, mainly due to higher revenues at both REA Group and Move, as well as an increase at the Cable Network Programming segment of $40 million, primarily due to the acquisition of ANC. Revenues at the Book Publishing segment increased $39 million primarily due to the positive impact of foreign currency fluctuations and strong frontlist and backlist sales in the general books category and in the U.K. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Revenue increase of $143 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Operating Expenses— Operating expenses increased $50 million, or 5%, and $55 million, or 2%, for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017.

The increase in Operating expenses for the three months ended March 31, 2018 was mainly due to an increase in operating expenses at the Cable Network Programming segment of $22 million, largely due to the timing of programming amortization related to the launch of a dedicated National Rugby League channel at FOX SPORTS Australia and higher National Rugby League programming rights costs. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $35 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

The increase in Operating expenses for the nine months ended March 31, 2018 was mainly due to an increase in operating expenses at the Cable Network Programming segment of $50 million, primarily due to the acquisition of ANC, the timing of programming amortization related to the launch of a dedicated National Rugby League channel at FOX SPORTS Australia and higher National Rugby League programming rights costs. This increase was partially offset by lower operating expenses at the News and Information Services segment of $23 million, mainly as a result of lower costs at News America Marketing associated with lower revenues, lower newsprint, production, and distribution costs and the impact of cost savings initiatives, partially offset by the $48 million negative impact of foreign currency fluctuations and the impact of the acquisitions of Australian Regional Media (“ARM”) and Wireless Group. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in an Operating expense increase of $70 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Selling, general and administrative expenses—Selling, general and administrative expenses increased $98 million, or 15%, and $127 million, or 6%, for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017.

The increase in Selling, general and administrative expenses for the three months ended March 31, 2018 was mainly due to increased expenses of $49 million at the News and Information Services segment primarily due to the $24 million negative impact of foreign currency fluctuations and the absence of a $12 million adjustment to the deferred consideration accrual related to the acquisition of Unruly which did not recur in the current year period. Selling, general and administrative expenses increased $38 million at the Digital Real Estate Services segment primarily due to higher costs associated with higher revenues and increased marketing costs at Move. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative expense increase of $30 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

The increase in Selling, general and administrative expenses for the nine months ended March 31, 2018 was primarily due to higher expenses of $74 million at the Digital Real Estate Services segment, primarily due to higher costs associated with higher revenues and increased marketing costs. Selling, general and administrative expenses at the News and Information Services segment increased $73 million primarily due to the $44 million negative impact of foreign currency fluctuations and higher employee costs, primarily in the U.S. These increases were partially offset by the $46 million impact from the reversal of a portion of the previously accrued liability for the U.K. Newspaper Matters and the corresponding receivable from 21st Century Fox as the result of an agreement reached with the relevant tax authority with respect to certain employment taxes in the first quarter of fiscal 2018. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a Selling, general and administrative expense increase of $57 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Depreciation and amortization— Depreciation and amortization expense decreased $9 million, or 8%, and $52 million, or 15%, for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017 primarily due to the write-down of fixed assets at the Australian and U.K. newspapers in fiscal 2017.

Impairment and restructuring charges— During the three and nine months ended March 31, 2018, the Company recorded restructuring charges of $21 million and $48 million, respectively. During the three and nine months ended March 31, 2017, the Company recorded restructuring charges of $21 million and $88 million, respectively.

See Note 3 —Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

The Company continually evaluates whether current factors or indicators require the performance of an interim impairment assessment of goodwill, long-lived assets and investments. The valuation of goodwill and long-lived assets requires assumptions and estimates of many factors, including revenue and market growth, operating cash flows, market multiples and discount rates. In the quarter ended March 31, 2018, the Company revised its future outlook for its News America Marketing and FOX SPORTS Australia reporting units. The reduction in expected future cash flows for News America Marketing was the result of adverse trends on the future expected performance of the business. The reduction in expected future cash flows for FOX SPORTS Australia was the result of lower-than-expected revenues at Foxtel, upon which FOX SPORTS Australia’s revenues are heavily predicated. See Note 3 —Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements.

Based on the revised future outlooks, the Company determined that these reporting units have goodwill that is considered to be at risk for future impairment because they were written down to fair value as of March 31, 2018. Including those reporting units disclosed in the 2017 Form 10-K, the News and Information Services and Cable Network Programming segments have reporting units with goodwill of approximately $2.1 billion at March 31, 2018 that are at risk for future impairment, of which $1.6 billion relates to the News and Information Services segment and $0.5 billion relates to the Cable Network Programming segment.

Equity losses of affiliates— Equity losses of affiliates increased $951 million and $726 million for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017. The increase in losses for the three and nine months ended March 31, 2018 was primarily due to a $957 million non-cash write-down of the carrying value of the Company’s investment in Foxtel due to lower-than-expected revenues from certain new products and broadcast subscribers. Any significant shortfall of the expected future cash flows of Foxtel could result in additional write-downs for which non-cash charges would be required. For the nine months ended March 31, 2017, the increase was partially offset by the absence of the $227 million non-cash write-down of the carrying value of the Company’s investment in Foxtel during the second quarter of fiscal 2017.


	For the three months ended March 31,											For the nine months ended March 31,
	2018			2017			Change			% Change		2018			2017			Change			% Change
(in millions, except %)							Better/(Worse)											Better/(Worse)
Foxtel^(a)	$	(970	)	$	(16	)	$	(954	)		**	$	(974	)	$	(260	)	$	(714	)		**
Other equity affiliates, net^(b)		(4	)		(7	)		3			43%		(28	)		(16	)		(12	)		(75)%

Total Equity losses of affiliates	$	(974	)	$	(23	)	$	(951	)		**	$	(1,002	)	$	(276	)	$	(726	)		**

^(a)	The three and nine months ended March 31, 2018 and the nine months ended March 31, 2017 include the write-downs discussed above. See Note 4—Investments in the accompanying Consolidated Financial Statements.

In accordance with ASC 350, “Intangibles—Goodwill and Other”, the Company amortized $17 million and $49 million related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during the three and nine months ended March 31, 2018, respectively, as compared to $16 million and $53 million in the three and nine months ended March 31, 2017, respectively. Such amortization is reflected in Equity losses of affiliates in the Statements of Operations. See Note 4—Investments in the accompanying Consolidated Financial Statements.

^(b)	During the nine months ended March 31, 2018, the Company recognized $13 million in non-cash write-downs of certain equity method investments’ carrying values. The write-downs are reflected in Equity losses of affiliates in the Statements of Operations for the nine months ended March 31, 2018.

Foxtel’s revenues were $1,818 million for the nine months ended March 31, 2018, an increase of $7 million as compared to revenues of $1,811 million for the corresponding period of fiscal 2017. The increase was the result of the positive impact of foreign currency fluctuations, as revenues decreased 3% in local currency. Operating income decreased to $155 million from $263 million in the corresponding period of fiscal 2017 primarily due to higher Australian Football League and other sports rights costs of $65 million, lower revenues in local currency and higher depreciation and amortization, partially offset by lower sales and marketing costs. Net income increased to $64 million from $40 million in the corresponding period of fiscal 2017 mainly due to the absence of losses associated with Foxtel management’s decision to cease Presto operations in January 2017, the absence of losses associated with the change in the fair value of Foxtel’s investment in Ten Network Holdings and lower interest expense, partially offset by the lower operating income discussed above.

Interest, net— Interest, net decreased $6 million and $21 million for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017 primarily due to lower interest income due to the repayment of the Foxtel shareholder note in the first quarter of fiscal 2018 (See Note 4—Investments in the accompanying Consolidated Financial Statements) and the absence of an adjustment of the deferred consideration related to REA Group’s acquisition of iProperty recognized in the second quarter of fiscal 2017.

Other, net— Other, net increased $42 million and decreased $121 million for the three and nine months ended March 31, 2018, respectively, as compared to the corresponding periods of fiscal 2017. See Note 12—Additional Financial Information in the accompanying Consolidated Financial Statements.

Income tax expense— For the three months ended March 31, 2018, the Company recorded a tax charge of $3 million on a pre-tax loss of $1,107 million resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower tax rate was primarily due to a lower net tax benefit on the non-cash write-down of assets and investments in Australia and the U.S., and valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses.

For the nine months ended March 31, 2018, the Company recorded a tax charge of $292 million on a pre-tax loss of $797 million resulting in an effective tax rate that was lower than the U.S. statutory rate. The lower tax rate was primarily due to a lower net tax benefit on the non-cash write-down of assets and investments in Australia and the U.S., valuation allowances being recorded against tax benefits in certain foreign jurisdictions with operating losses and the tax charge resulting from the enactment of the Tax Act (defined below) which caused an increase in income tax expense of $174 million as discussed below.

On December 22, 2017, the U.S. government-enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including, among other things, lowering the U.S. statutory federal tax rate to 21% and implementing a territorial tax system. As the Company has a June 30 fiscal year-end, the impact of the lower tax rate will be phased in resulting in a U.S. statutory federal tax rate of approximately 28% for the fiscal year ending June 30, 2018 and a 21% U.S. statutory federal tax rate for fiscal years thereafter. The Tax Act also adds many new provisions, some of which do not apply until fiscal 2019, including changes to bonus depreciation, limits on the deductions for executive compensation and interest expense, a tax on global intangible low-taxed income (“GILTI”), the base erosion anti-abuse tax and a deduction for foreign-derived intangible income. The Company is assessing the impact of the provisions of the Tax Act which do not apply until fiscal 2019 and has elected to account for the tax on GILTI as a period cost and thus has not adjusted any net deferred tax assets of its foreign subsidiaries for the new tax.

Net loss— Net loss increased by $1,110 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017 primarily due to higher equity losses of affiliates resulting from the $957 million non-cash write-down of the carrying value of the Company’s investment in Foxtel and non-cash impairment charges of $225 million primarily at the News America Marketing and FOX SPORTS Australia reporting units.

Net loss for the nine months ended March 31, 2018 increased $870 million as compared to the corresponding period of fiscal 2017 primarily due to higher equity losses of affiliates resulting from the $957 million non-cash write-down of the carrying value of the Company’s investment in Foxtel, non-cash impairment charges of $225 million primarily at the News America Marketing and FOX SPORTS Australia reporting units, the negative impact of the Tax Act and lower Other, net, partially offset by the absence of the non-cash impairment charge of approximately $310 million primarily related to the write-down of fixed assets at the Australian newspapers and the $227 million non-cash write-down of the Company’s investment in Foxtel in the prior year period.

See Note 3 —Impairment and Restructuring Charges in the accompanying Consolidated Financial Statements for additional information.

Net income attributable to noncontrolling interests—Net income attributable to noncontrolling interests increased by $13 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017 primarily due to higher results at REA Group and the positive impact of foreign currency fluctuations.

Net income attributable to noncontrolling interests decreased $36 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017 primarily due to the absence of the gain on the sale of REA Group’s European business in December 2016.

Segment Analysis

Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. 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 consolidated financial statements with insight into both its core 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 consolidated financial statements are better able to evaluate changes in the core operating results of the Company across different periods. The following table reconciles Net loss to Total Segment EBITDA for the three and nine months ended March 31, 2018 and 2017:


	For the three months ended March 31,						For the nine months ended March 31,
	2018			2017			2018			2017
(in millions, except %)
Net loss	$	(1,110	)	$	—		$	(1,089	)	$	(219	)
Add:
Income tax expense		3			45			292			12
Other, net		(29	)		13			(6	)		(127	)
Interest, net		(2	)		(8	)		(9	)		(30	)
Equity losses of affiliates		974			23			1,002			276
Impairment and restructuring charges		246			33			273			409
Depreciation and amortization		100			109			297			349

Total Segment EBITDA	$	182		$	215		$	760		$	670

The following tables set forth the Company’s Revenues and Segment EBITDA for the three and nine months ended March 31, 2018 and 2017:


	For the three months ended March 31,
	2018					2017
(in millions)	Revenues		Segment EBITDA			Revenues		Segment EBITDA
News and Information Services	$	1,286	$	85		$	1,263	$	123
Book Publishing		398		43			374		37
Digital Real Estate Services		279		88			219		75
Cable Network Programming		129		16			122		34
Other		1		(50	)		—		(54	)

Total	$	2,093	$	182		$	1,978	$	215


	For the nine months ended March 31,
	2018					2017
			Segment					Segment
(in millions)	Revenues		EBITDA			Revenues		EBITDA
News and Information Services	$	3,825	$	298		$	3,788	$	311
Book Publishing		1,268		173			1,229		160
Digital Real Estate Services		842		302			687		237
Cable Network Programming		394		76			354		99
Other		2		(89	)		1		(137	)

Total	$	6,331	$	760		$	6,059	$	670

News and Information Services (61% and 63% of the Company’s consolidated revenues in the nine months ended March 31, 2018 and 2017, respectively)


	For the three months ended March 31,											For the nine months ended March 31,
	2018			2017			Change			% Change		2018			2017			Change			% Change
(in millions, except %)							Better/(Worse)											Better/(Worse)
Revenues:
Advertising	$	634		$	652		$	(18	)		(3)%	$	1,894		$	1,958		$	(64	)		(3)%
Circulation and subscription		536			503			33			7%		1,578			1,499			79			5%
Other		116			108			8			7%		353			331			22			7%

Total Revenues		1,286			1,263			23			2%		3,825			3,788			37			1%
Operating expenses		(738	)		(726	)		(12	)		(2)%		(2,196	)		(2,219	)		23			1%
Selling, general and administrative		(463	)		(414	)		(49	)		(12)%		(1,331	)		(1,258	)		(73	)		(6)%

Segment EBITDA	$	85		$	123		$	(38	)		(31)%	$	298		$	311		$	(13	)		(4)%

Revenues at the News and Information Services segment increased $23 million, or 2%, for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The revenue increase was primarily due to higher circulation and subscription revenues of $33 million as compared to the corresponding period of fiscal 2017, primarily due to the $24 million positive impact of foreign currency fluctuations, cover price and subscription price increases and digital subscriber growth, mainly at The Wall Street Journal, partially offset by single-copy volume declines in the U.K., mainly at The Sun. Advertising revenues for the three months ended March 31, 2018 decreased $18 million as compared to the corresponding period of fiscal 2017, primarily resulting from weakness in the print advertising market, mainly in Australia and the U.S. and lower revenues at News America Marketing of

$15 million, partially offset by the $18 million positive impact from foreign currency fluctuations. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $50 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Segment EBITDA at the News and Information Services segment decreased $38 million, or 31%, for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The decrease was primarily due to lower contribution from News UK of $18 million related to higher marketing and employee costs and the $12 million impact from the absence of the adjustment to the deferred consideration accrual related to the acquisition of Unruly in the prior year period.

Revenues at the News and Information Services segment increased $37 million, or 1%, for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The revenue increase was primarily due to higher circulation and subscription revenues of $79 million as compared to the corresponding period of fiscal 2017 mainly due to the $42 million positive impact of foreign currency fluctuations, cover price and subscription price increases, digital subscriber growth, primarily at The Wall Street Journal and in Australia, higher professional information business revenues at Dow Jones and the $13 million contribution from the acquisition of ARM. These increases were partially offset by lower single-copy sales in the U.K., primarily at The Sun, and in Australia. Advertising revenues for the nine months ended March 31, 2018 decreased $64 million as compared to the corresponding period of fiscal 2017 primarily due to weakness in the print advertising market across mastheads and lower revenues at News America Marketing of $71 million, partially offset by the $40 million and $33 million contributions from the acquisitions of ARM and Wireless Group, respectively, the $40 million positive impact of foreign currency fluctuations and digital advertising growth, primarily in Australia and the U.K. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $97 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Segment EBITDA at the News and Information Services segment decreased $13 million, or 4%, for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The decrease was primarily due to lower contribution from News America Marketing of $9 million, primarily due to lower revenues, and the $12 million impact from the absence of the adjustment to the deferred consideration accrual related to the acquisition of Unruly in the prior year period.

Dow Jones

Revenues were $376 million for the three months ended March 31, 2018, an increase of $13 million, or 4%, as compared to revenues of $363 million in the corresponding period of fiscal 2017. Circulation and subscription revenues increased $23 million, primarily due to the $14 million impact from digital subscriber growth and subscription price increases at The Wall Street Journal, as well as $9 million of higher professional information business revenues led by Risk & Compliance. Advertising revenues decreased $13 million, primarily due to weakness in the print advertising market and the decision to cease The Wall Street Journal’s international print editions in the second quarter of fiscal 2018. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $4 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Revenues were $1,127 million for the nine months ended March 31, 2018, an increase of $22 million, or 2%, as compared to revenues of $1,105 million in the corresponding period of fiscal 2017. Circulation and subscription revenues increased $64 million, primarily due to the $43 million impact from digital subscriber growth and subscription price increases at The Wall Street Journal, as well as $23 million of higher professional information business revenues led by Risk & Compliance. Advertising revenues decreased $44 million, primarily due to the impact of weakness in the print advertising market and the decision to cease The Wall Street Journal’s international print editions. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $7 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

News Corp Australia

Revenues at the Australian newspapers were $306 million for the three months ended March 31, 2018, a decrease of $8 million, or 3%, compared to revenues of $314 million in the corresponding period of fiscal 2017. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $11 million, or 3%, for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. Advertising revenues decreased $10 million, primarily due to the $21 million impact of weakness in the print advertising market, partially offset by the $8 million impact of digital advertising growth and the

$6 million positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $3 million primarily due to the $4 million positive impact of foreign currency fluctuations, as cover price increases and digital subscriber growth were more than offset by the impact of print volume declines.

Revenues at the Australian newspapers were $962 million for the nine months ended March 31, 2018, an increase of $19 million, or 2%, compared to revenues of $943 million in the corresponding period of fiscal 2017. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $33 million, or 3%, for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. Circulation and subscription revenues increased $16 million due to the acquisition of ARM and the $11 million positive impact of foreign currency fluctuations, as cover price increases and digital subscriber growth were more than offset by the impact of print volume declines. Advertising revenues were flat, including the $18 million positive impact of foreign currency fluctuations, as the acquisition of ARM and $13 million of digital advertising growth were more than offset by the $64 million impact of weakness in the print advertising market and the $8 million impact resulting from the sale of Perth Sunday Times in November 2016.

News UK

Revenues were $277 million for the three months ended March 31, 2018, an increase of $25 million, or 10%, as compared to revenues of $252 million in the corresponding period of fiscal 2017. Advertising revenues increased $11 million, primarily due to the $9 million positive impact of foreign currency fluctuations. Circulation and subscription revenues increased $7 million, primarily due to the $16 million positive impact of foreign currency fluctuations, as the impact of single-copy volume declines, mainly at The Sun, more than offset the impact of cover price increases across mastheads. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $31 million for the three months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

Revenues were $813 million for the nine months ended March 31, 2018, an increase of $28 million, or 4%, as compared to revenues of $785 million in the corresponding period of fiscal 2017. Advertising revenues increased $12 million, primarily due to the $15 million positive impact of foreign currency fluctuations, as weakness in the print advertising market more than offset digital advertising growth. Circulation and subscription revenues increased $3 million, primarily due to the $24 million positive impact of foreign currency fluctuations and the $12 million impact of cover price increases across mastheads, partially offset by the $28 million impact of single-copy volume declines, mainly at The Sun. The impact of foreign currency fluctuations of the U.S. dollar against local currencies resulted in a revenue increase of $48 million for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017.

News America Marketing

Revenues at News America Marketing were $258 million for the three months ended March 31, 2018, a decrease of $13 million, or 5%, as compared to revenues of $271 million in the corresponding period of fiscal 2017. The decrease was primarily related to lower home delivered revenues of $10 million, mainly due to lower volume, partially offset by one additional free-standing insert, and lower domestic in-store product revenues of $8 million during the three months ended March 31, 2018.

Revenues at News America Marketing were $704 million for the nine months ended March 31, 2018, a decrease of $61 million, or 8%, as compared to revenues of $765 million in the corresponding period of fiscal 2017. The decrease was primarily related to lower home delivered revenues of $63 million, mainly due to three fewer free-standing inserts and lower custom publishing during the nine months ended March 31, 2018.

Book Publishing (20% of the Company’s consolidated revenues in the nine months ended March 31, 2018 and 2017)


	For the three months ended March 31,											For the nine months ended March 31,
	2018			2017			Change			% Change		2018			2017			Change			% Change
(in millions, except %)							Better/(Worse)											Better/(Worse)
Revenues:
Consumer	$	381		$	359		$	22			6%	$	1,220		$	1,183		$	37			3%
Other		17			15			2			13%		48			46			2			4%

Total Revenues		398			374			24			6%		1,268			1,229			39			3%
Operating expenses		(275	)		(267	)		(8	)		(3)%		(858	)		(845	)		(13	)		(2)%
Selling, general and administrative		(80	)		(70	)		(10	)		(14)%		(237	)		(224	)		(13	)		(6)%

Segment EBITDA	$	43		$	37		$	6			16%	$	173		$	160		$	13			8%

For the three months ended March 31, 2018, revenues at the Book Publishing segment increased $24 million, or 6%, as compared to the corresponding period of fiscal 2017. The increase was primarily due to the $10 million positive impact of foreign currency fluctuations, strong frontlist and backlist sales in the general books category, including The Woman in the Window by A.J. Finn, and the continued success of The Subtle Art Of Not Giving A F*ck by Mark Manson, and higher sales in the Christian publishing category, including The Rock, the Road, and the Rabbi by Kathie Lee Gifford. Digital sales represented approximately 22% of Consumer revenues during the three months ended March 31, 2018. Digital sales increased approximately 5% as compared to the corresponding period of fiscal 2017 primarily due to growth in downloadable audio books.

For the three months ended March 31, 2018, Segment EBITDA at the Book Publishing segment increased $6 million, or 16%, as compared to the corresponding period of fiscal 2017. The increase was primarily due to the higher revenues discussed above and the mix of titles.

Revenues at the Book Publishing segment increased $39 million, or 3%, for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. The increase was primarily due to the $20 million positive impact of foreign currency fluctuations, strong frontlist and backlist sales in the general books category, including The Subtle Art Of Not Giving A F*ck by Mark Manson, The Pioneer Woman Cooks: Come and Get it! by Ree Drummond and The Woman in the Window by A.J. Finn, and higher U.K. sales. These increases were partially offset by lower foreign language publishing revenues. Digital sales represented approximately 19% of Consumer revenues during the nine months ended March 31, 2018. Digital sales increased approximately 4% as compared to the corresponding period of fiscal 2017 primarily due to growth in downloadable audio books.

For the nine months ended March 31, 2018, Segment EBITDA at the Book Publishing segment increased $13 million, or 8%, as compared to the corresponding period of fiscal 2017. The increase was primarily due to the higher revenues discussed above and the mix of titles, partially offset by higher employee costs.

Digital Real Estate Services (13% and 11% of the Company’s consolidated revenues in the nine months ended March 31, 2018 and 2017, respectively)


	For the three months ended March 31,												For the nine months ended March 31,
	2018			2017			Change			% Change			2018			2017			Change			% Change
(in millions, except %)							Better/(Worse)												Better/(Worse)
Revenues:
Advertising	$	34		$	36		$	(2	)		(6	)%	$	104		$	107		$	(3	)		(3	)%
Circulation and subscription		14			13			1			8	%		42			44			(2	)		(5	)%
Real estate		208			168			40			24	%		633			525			108			21	%
Other		23			2			21			**			63			11			52			**

Total Revenues		279			219			60			27	%		842			687			155			23	%
Operating expenses		(36	)		(27	)		(9	)		(33	)%		(101	)		(85	)		(16	)		(19	)%
Selling, general and administrative		(155	)		(117	)		(38	)		(32	)%		(439	)		(365	)		(74	)		(20	)%

Segment EBITDA	$	88		$	75		$	13			17	%	$	302		$	237		$	65			27	%

**	not meaningful

For the three months ended March 31, 2018, revenues at the Digital Real Estate Services segment increased $60 million, or 27%, as compared to the corresponding period of fiscal 2017. At REA Group, revenues increased $41 million, or 35%, to $158 million for the three months ended March 31, 2018 from $117 million in the corresponding period of fiscal 2017. The higher revenues were primarily due to an increase in Australian residential depth revenue, a $15 million contribution from the acquisition of Smartline and the $6 million positive impact of foreign currency fluctuations. Revenues at Move increased $15 million, or 15%, to $115 million for the three months ended March 31, 2018 from $100 million in the corresponding period of fiscal 2017 primarily due to an increase in Connections^SM for Buyers product revenues driven by improvement in yield optimization and growth in leads and customers.

For the three months ended March 31, 2018, Segment EBITDA at the Digital Real Estate Services segment increased $13 million, or 17%, as compared to the corresponding period of fiscal 2017. The increase in Segment EBITDA was primarily the result of higher contribution from REA Group of $19 million, partially offset by lower contribution from Move of $5 million as the higher revenues noted above were partially offset by $13 million in higher costs associated with higher revenues and $12 million of higher marketing costs, primarily at Move, to drive audience growth.

Revenues at the Digital Real Estate Services segment increased $155 million, or 23%, for the nine months ended March 31, 2018 as compared to the corresponding period of fiscal 2017. At REA Group, revenues increased $104 million, or 27%, to $494 million for the nine months ended March 31, 2018 from $390 million in the corresponding period of fiscal 2017. The higher revenues were primarily due to an increase in Australian residential depth revenue, a $41 million contribution from the acquisition of Smartline and the $16 million positive impact of foreign currency fluctuations. These increases were partially offset by the $19 million impact resulting from the sale of REA Group’s European business in December 2016. Revenues at Move increased $46 million, or 16%, to $332 million for the nine months ended March 31, 2018 from $286 million in the corresponding period of fiscal 2017 primarily due to an increase in Connections^SM for Buyers product revenues driven by improvement in yield optimization and growth in leads and customers.

For the nine months ended March 31, 2018, Segment EBITDA at the Digital Real Estate Services segment increased $65 million, or 27%, as compared to the corresponding period of fiscal 2017. The increase in Segment EBITDA was the result of higher contributions from REA Group and Move of $57 million and $9 million, respectively, primarily due to the higher revenues noted above, partially offset by $39 million in higher costs associated with higher revenues and $19 million of higher marketing costs, primarily at Move, to drive audience growth.

Cable Network Programming (6% of the Company’s consolidated revenues in the nine months ended March 31, 2018 and 2017)


	For the three months ended March 31,											For the nine months ended March 31,
	2018			2017			Change			% Change		2018			2017			Change			% Change
(in millions, except %)							Better/(Worse)											Better/(Worse)
Revenues:
Advertising	$	18		$	17		$	1			6%	$	60		$	58		$	2			3%
Circulation and subscription		109			102			7			7%		327			291			36			12%
Other		2			3			(1	)		(33)%		7			5			2			40%

Total Revenues		129			122			7			6%		394			354			40			11%
Operating expenses		(102	)		(80	)		(22	)		(28)%		(284	)		(234	)		(50	)		(21)%
Selling, general and administrative		(11	)		(8	)		(3	)		(38)%		(34	)		(21	)		(13	)		(62)%

Segment EBITDA	$	16		$	34		$	(18	)		(53)%	$	76		$	99		$	(23	)		(23)%

**	not meaningful

For the three months ended March 31, 2018, revenues at the Cable Network Programming segment increased $7 million, or 6%, and Segment EBITDA decreased $18 million, or 53%, as compared to the corresponding period of fiscal 2017. The revenue increase for the three months ended March 31, 2018 was primarily due to the $4 million positive impact of foreign currency fluctuations. The decrease in Segment EBITDA was mainly due to the timing of programming amortization related to the launch of a dedicated National Rugby League channel at FOX SPORTS Australia and higher National Rugby League programming rights costs.

For the nine months ended March 31, 2018, revenues at the Cable Network Programming segment increased $40 million, or 11%, and Segment EBITDA decreased $23 million, or 23%, as compared to the corresponding period of fiscal 2017. The revenue increase was primarily due to the acquisition of ANC, which contributed $20 million of revenue to the increase for the nine months ended March 31, 2018, higher affiliate revenues at FOX SPORTS Australia, and the $10 million positive impact of foreign currency fluctuations. The decrease in Segment EBITDA was primarily due to the timing of programming amortization related to the launch of a dedicated National Rugby League channel at FOX SPORTS Australia, higher National Rugby League programming rights costs and $5 million of transaction costs related to the combination of Foxtel and FOX SPORTS Australia, partially offset by lower other sports programming rights costs.

LIQUIDITY AND CAPITAL RESOURCES

Current Financial Condition

The Company’s principal source of liquidity is internally generated funds and cash and cash equivalents on hand. As of March 31, 2018, the Company’s cash and cash equivalents were $2,112 million. The Company expects these elements of liquidity will enable it to meet its liquidity needs in the foreseeable future. As described in greater detail below, in October 2013, the Company established a revolving credit facility of $650 million, which terminates on October 23, 2020. The Company may request that the commitments be extended under certain circumstances as set forth in the credit agreement and may also request increases in the amount of the facility up to a maximum amount of $900 million. In addition, the Company expects to have access to the worldwide capital markets, subject to market conditions, in order to issue debt if needed or desired. Although the Company believes that its cash on hand and future cash from operations, together with its access to the capital markets, will provide adequate resources to fund its operating and financing needs, its access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) the Company’s performance, (ii) its credit rating or absence of a credit rating, (iii) the liquidity of the overall capital markets and (iv) the current state of the economy. There can be no assurances that the Company will continue to have access to the capital markets on acceptable terms. See Part II, “Item 1A. Risk Factors” for further discussion.

As of March 31, 2018, the Company’s consolidated assets included $1,082 million in cash and cash equivalents that was held by its foreign subsidiaries. $150 million of this amount is cash not readily accessible by the Company as it is held by REA Group, a majority

owned but separately listed public company. REA Group must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company earns income outside the U.S., which is deemed to be permanently reinvested in certain foreign jurisdictions. The Company does not currently intend to repatriate these earnings. Should the Company require more capital in the U.S. than is generated by and/or available to its domestic operations, the Company could elect to transfer funds held in foreign jurisdictions. The transfer of funds from foreign jurisdictions may be cumbersome due to local regulations, foreign exchange controls and taxes. Additionally, the transfer of funds from foreign jurisdictions may result in higher effective tax rates and higher cash paid for income taxes for the Company. The Tax Act was enacted on December 22, 2017. As part of the transition to the new territorial tax system, the Tax Act imposes a one-time tax on the mandatory deemed repatriation of earnings of the Company’s foreign subsidiaries. It is estimated that the deemed repatriation tax will be approximately $34 million, which was recorded to income tax expense. The estimate may change, possibly materially, due to among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Act.

The principal uses of cash that affect the Company’s liquidity position include the following: operational expenditures including employee costs and paper purchases; capital expenditures; income tax payments; investments in associated entities and acquisitions. In addition to the acquisitions and dispositions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible future acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the issuance of the Company’s securities or the assumption of indebtedness.

In April 2018, News Corp and Telstra completed the Transaction to combine Foxtel and FOX SPORTS Australia. The combined company includes Foxtel’s total debt of $1.7 billion as of March 31, 2018, as well as programming and other commitments, including the Australian Cricket Rights acquired in April 2018. The principal sources of liquidity of the new combined company are internally generated funds and Foxtel’s available credit facilities.

Issuer Purchases of Equity Securities

Dividends

Sources and Uses of Cash—For the nine months ended March 31, 2018 versus the nine months ended March 31, 2017

Net cash provided by operating activities from continuing operations for the nine months ended March 31, 2018 and 2017 was as follows (in millions):


For the nine months ended March 31,	2018		2017
Net cash provided by operating activities from continuing operations	$	465	$	224

Net cash provided by operating activities from continuing operations increased by $241 million for the nine months ended March 31, 2018 as compared to the nine months ended March 31, 2017. The increase was primarily due to the absence of NAM Group’s settlement payments of $256 million during the nine months ended March 31, 2017, lower restructuring payments of $29 million and higher Total Segment EBITDA, partially offset by higher working capital primarily due to the reversal of a portion of the previously accrued net liability related to the U.K. Newspaper Matters as a result of an agreement reached with the relevant tax authority and certain timing related items, as well as higher net tax payments of $22 million.

Net cash used in investing activities from continuing operations for the nine months ended March 31, 2018 and 2017 was as follows (in millions):


For the nine months ended March 31,	2018			2017
Net cash used in investing activities from continuing operations	$	(144	)	$	(49	)

Net cash used in investing activities from continuing operations was $144 million for the nine months ended March 31, 2018 as compared to net cash used in investing activities from continuing operations of $49 million for the corresponding period of fiscal 2017. During the nine months ended March 31, 2018, the Company used $62 million of cash for acquisitions, primarily for the acquisition of Smartline, and $200 million for capital expenditures. The net cash used in investing activities from continuing operations for the nine months ended March 31, 2018 was partially offset by proceeds from the sale of the SEEKAsia cost method investment of $122 million. Capital expenditures for the year ending June 30, 2018 are expected to be higher than the prior year due to additional technology spending and office relocations to drive future savings.

During the nine months ended March 31, 2017, the Company used $345 million of cash for acquisitions, primarily for the acquisitions of Wireless Group and ARM. The Company also had capital expenditures of $168 million. The net cash used in investing activities from continuing operations for the nine months ended March 31, 2017 was partially offset by the utilization of restricted cash for the Wireless Group acquisition of $315 million and proceeds from the sale of REA Group’s European business of approximately $140 million.

Net cash used in financing activities from continuing operations for the nine months ended March 31, 2018 and 2017 was as follows (in millions):


For the nine months ended March 31,	2018			2017
Net cash used in financing activities from continuing operations	$	(234	)	$	(152	)

The increase in net cash used in financing activities from continuing operations for the nine months ended March 31, 2018 as compared to the net cash used in financing activities from continuing operations in the corresponding period of fiscal 2017 was primarily due to repayment of REA Group’s facility that was due December 2017 of $93 million during the nine months ended March 31, 2018.

Reconciliation of Free Cash Flow Available to News Corporation

Free cash flow available to News Corporation is a non-GAAP financial measure defined as net cash provided by operating activities from continuing operations, less capital expenditures (“free cash flow”), less REA Group free cash flow, plus cash dividends received from REA Group. Free cash flow available to News Corporation excludes cash flows from discontinued operations. Free cash flow available to News Corporation should be considered in addition to, not as a substitute for, cash flows from continuing operations and other measures of financial performance reported in accordance with GAAP. Free cash flow available to News Corporation may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of free cash flow.

The Company considers free cash flow available to News Corporation to provide useful information to management and investors about the amount of cash that is available to be used to strengthen the Company’s balance sheet and for strategic opportunities including, among others, investing in the Company’s business, strategic acquisitions, dividend payouts and repurchasing stock. The Company believes excluding REA Group’s free cash flow and including dividends received from REA Group provides users of its consolidated financial statements with a measure of the amount of cash flow that is readily available to the Company, as REA Group is a separately listed public company in Australia and must declare a dividend in order for the Company to have access to its share of REA Group’s cash balance. The Company believes free cash flow available to News Corporation provides a more conservative view of the Company’s free cash flow because this presentation includes only that amount of cash the Company actually receives from REA Group, which has generally been lower than the Company’s unadjusted free cash flow.

A limitation of free cash flow available to News Corporation is that it does not represent the total increase or decrease in the cash balance for the period. Management compensates for the limitation of free cash flow available to News Corporation by also relying on the net change in cash and cash equivalents as presented in the Statements of Cash Flows prepared in accordance with GAAP which incorporate all cash movements during the period.

The following table presents a reconciliation of net cash provided by continuing operating activities to free cash flow available to News Corporation:


	For the nine months ended March 31,
	2018			2017
	(in millions)
Net cash provided by continuing operating activities	$	465		$	224
Less: Capital expenditures		(200	)		(168	)

		265			56
Less: REA Group free cash flow		(144	)		(128	)
Plus: Cash dividends received from REA Group		63			53

Free cash flow available to News Corporation	$	184		$	(19	)

Free cash flow available to News Corporation increased $203 million in the nine months ended March 31, 2018 to $184 million from ($19) million in the corresponding period of fiscal 2017, primarily due to higher cash provided by operating activities as discussed above, partially offset by higher capital expenditures.

Revolving Credit Facility

The Company’s Credit Agreement (as amended, the “Credit Agreement”) provides for an unsecured $650 million revolving credit facility (the “Facility”) that can be used for general corporate purposes. The Facility has a sublimit of $100 million available for issuances of letters of credit. Under the Credit Agreement, the Company may request increases in the amount of the Facility up to a maximum amount of $900 million.

In October 2015, the Company entered into an amendment to the Credit Agreement (the “Amendment”) which, among other things, extended the original term of the Facility by two years and lowered the commitment fee payable by the Company. As a result of the Amendment, the lenders’ commitments now terminate on October 23, 2020, and any borrowings will be due at that time. The Company may request that the commitments be extended under certain circumstances as set forth in the Credit Agreement for up to two additional one-year periods.

The Credit Agreement contains customary affirmative and negative covenants and events of default, with customary exceptions, including limitations on the ability of the Company and its subsidiaries to engage in transactions with affiliates, incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of its subsidiaries. In addition, the Credit Agreement requires the Company to maintain an adjusted operating income leverage ratio of not more than 3.0 to 1.0 and an interest coverage ratio of not less than 3.0 to 1.0. If any of the events of default occur and are

not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable. As of March 31, 2018, the Company was in compliance with all of the applicable debt covenants.

Interest on borrowings under the Facility is based on either (a) a Eurodollar Rate formula or (b) the Base Rate formula, each as set forth in the Credit Agreement. The applicable margin and the commitment fee are based on the pricing grid in the Credit Agreement, which varies based on the Company’s adjusted operating income leverage ratio. As of March 31, 2018, the Company was paying a commitment fee of 0.225% on any undrawn balance and an applicable margin of 0.50% for a Base Rate borrowing and 1.50% for a Eurodollar Rate borrowing.

As of the date of this filing, the Company has not borrowed any funds under the Facility.

REA Group Unsecured Revolving Loan Facility

REA Group entered into an A$480 million unsecured syndicated revolving loan facility agreement in connection with the acquisition of iProperty (the “REA Facility”). The REA Facility consists of three sub facilities of A$120 million, A$120 million and A$240 million which are due in December 2017, December 2018 and December 2019, respectively. In February 2016, REA Group drew down the full A$480 million (approximately $340 million as of such date) available under the REA Facility, and the proceeds, less lenders’ fees of $1 million, were used to fund the iProperty acquisition. During the three months ended December 31, 2017, REA Group repaid A$120 million (approximately $93 million) for its sub facility due December 2017. Remaining borrowings under the REA Facility were A$360 million (approximately $280 million). Borrowings under the REA Facility bear interest at a floating rate of the Australian BBSY plus a margin in the range of 0.85% and 1.45% depending on REA Group’s net leverage ratio. As of March 31, 2018, REA Group was paying a margin of between 0.95% and 1.05%. REA Group paid approximately $2 million and $7 million in interest for the three and nine months ended March 31, 2018, respectively, at a weighted average interest rate of 2.8% and 2.7%, respectively.

The REA Facility requires REA Group to maintain a net leverage ratio of not more than 3.25 to 1.0 and an interest coverage ratio of not less than 3.0 to 1.0. As of March 31, 2018, REA Group was in compliance with all of the applicable debt covenants.

Commitments

Contingencies

The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed in Note 9 to the Consolidated Financial Statements. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition.

The Company establishes an accrued liability for legal claims when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. The Company recognizes gain contingencies when the gain becomes realized or realizable. See Note 9 – Commitments and Contingencies in the accompanying Consolidated Financial Statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has exposure to different types of market risk including changes in foreign currency rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes.

The following sections provide quantitative information on the Company’s exposure to foreign currency rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.

Foreign Currency Rates

The Company conducts operations in three principal currencies: the U.S. dollar; the Australian dollar; and the British pound sterling. These currencies operate primarily as the functional currency for the Company’s U.S., Australian and U.K. operations, respectively. 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 such funds are not sufficient to meet working capital requirements, funding in the appropriate local currencies is made available from intercompany capital. The Company does not hedge its investments in the net assets of its Australian and U.K. operations.

Because of fluctuations in exchange rates, the Company is subject to currency translation exposure on the results of its operations. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to the Company’s reporting currency (the U.S. dollar) for consolidation purposes. The Company does not hedge translation risk because it generally generates positive cash flows from its international operations that are typically reinvested locally. Exchange rates with the most significant impact to its translation include the Australian dollar and British pound sterling. As exchange rates fluctuate, translation of its Statements of Operations into U.S. dollars affects the comparability of revenues and expenses between years.

The table below details the percentage of revenues and expenses by the three principal currencies for the fiscal year ended June 30, 2017:


	U.S.			Australian			British Pound
	Dollars			Dollars			Sterling
Fiscal year ended June 30, 2017
Revenues		47	%		29	%		19	%
Operating and Selling, general, and administrative expenses		47	%		26	%		20	%

Based on the year ended June 30, 2017, a one cent change in each of the U.S. dollar/Australian dollar and the U.S. dollar/British pound sterling exchange rates would have impacted revenues by approximately $32 million and $12 million, respectively, for each currency on an annual basis, and would have impacted Total Segment EBITDA by approximately $6 million and $0.4 million, respectively, on an annual basis.

Stock Prices

The Company has common stock investments in publicly traded companies that are subject to market price volatility. These investments had an aggregate fair value of approximately $97 million as of June 30, 2017. A hypothetical decrease in the market price of these investments of 10% would result in a decrease in comprehensive income of approximately $10 million before tax. Any changes in fair value of the Company’s common stock investments are not recognized unless deemed other-than-temporary.

Credit Risk

Cash and cash equivalents are maintained with multiple financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit and, therefore, bear minimal credit risk.

The Company’s receivables did not represent significant concentrations of credit risk as of June 30, 2017 or June 30, 2016 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.

The Company monitors its positions with, and the credit quality of, the financial institutions which are counterparties to its financial instruments. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the agreements. As of June 30, 2017, the Company did not anticipate nonperformance by any of the counterparties.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) during the Company’s third quarter of fiscal 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS

There have been no material changes to the discussion set forth under “Legal Proceedings” in the Company’s 2017 Form 10-K, as supplemented by the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, as supplemented by the Company’s Quarterly Reports on Form 10-Q for the period ended September 30, 2017 and December 31, 2017.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Not applicable.

ITEM 6.

EXHIBITS

(a)

Exhibits.



10.1		Amendment No. 3, dated as of March 29, 2018, to the Credit Agreement, dated as of October 23, 2013, among the Company, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, JPMorgan Chase Bank, N.A., as designated agent, and the other parties thereto.*

10.2		NC Transaction, Inc. Restoration Plan, amended and restated as of February 28, 2018.*

31.1		Chief Executive Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

31.2		Chief Financial Officer Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.*

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.**

101		The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 formatted in eXtensible Business Reporting Language: (i) Consolidated Statements of Operations for the three and nine months ended March 31, 2018 and 2017 (unaudited); (ii) Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2018 and 2017 (unaudited); (iii) Consolidated Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017 (audited); (iv) Consolidated Statements of Cash Flows for the nine months ended March 31, 2018 and 2017 (unaudited); and (v) Notes to the Unaudited Consolidated Financial Statements.*

*	Filed herewith.

**	Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


NEWS CORPORATION (Registrant)

By:		/s/ Susan Panuccio
		Susan Panuccio
		Chief Financial Officer

Date: May 11, 2018

Exhibit 10.1

EXECUTION VERSION

AMENDMENT No. 3, dated as of March 29, 2018 (this “Amendment”), to the Credit Agreement dated as of October 23, 2013, among NEWS CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as co-administrative agents, JPMCB as Designated Agent (the “Designated Agent”), and the other parties thereto (as amended as of October 23, 2015 and July 13, 2016, and as it may be further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, in connection with the transaction referred to in the Borrower’s Current Report on Form 8-K filed with the Securities Exchange Commission on March 5, 2018 (the “Foxtel/Fox Sports Australia Combination”), the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 8.01 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment to Credit Agreement. As of the Amendment No. 3 Effective Date:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“CTDP” has the meaning specified in the definition of “Foxtel Finance Agreement”.

“Foxtel 2009 Note and Guarantee Agreement” means the Note and Guarantee Agreement, dated as of September 24, 2009, between, among others, Foxtel Management Pty Limited in its own capacity, Sky Cable Pty Limited (“Sky Cable”), Telstra Media Pty Limited (“Telstra Media” and, together with Sky Cable, the “Partners”) and Foxtel Management Pty Limited in its capacity as agent for the Partners as a partnership carrying on the business of the Foxtel Partnership and as agent for the Foxtel Television Partnership, as it may be amended, restated, modified and supplemented prior to the Amendment No. 3 Effective Date.

“Foxtel 2012 Note and Guarantee Agreement” means the Note and Guarantee Agreement, dated as of July 25, 2012, between, among others, Foxtel Management Pty Limited in its own capacity, Sky Cable, Telstra Media and Foxtel Management Pty Limited in its capacity as agent for the Partners as a partnership carrying on the business of the Foxtel Partnership and as agent for the Foxtel Television Partnership, as it may be amended, restated, modified and supplemented prior to the Amendment No. 3 Effective Date.

“Foxtel Finance Agreement” means each of the (a) Common Terms Deed Poll dated April 10, 2012 given by Foxtel Management Pty Limited, the parties listed in Schedule 1 to that document and others in favour of the Finance Parties (as defined therein), as it may be amended, restated, modified, replaced and supplemented prior to the Amendment No. 3 Effective Date (“CTDP”) and (b) each Finance Document as defined in the CTDP including (i) the Syndicated Revolving Facility Agreement, dated September 12, 2016, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited as Initial Borrowers, the Initial Financiers named therein and the Commonwealth Bank of Australia, as Facility Agent, as it may be amended, restated, modified, replaced and supplemented prior to the Amendment No. 3 Effective Date, (ii) the Syndicated Revolving Facility Agreement, dated June 12, 2015, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited as Initial Borrowers, the Initial Financiers named therein and the Commonwealth Bank of Australia, as Facility Agent, as it may be amended, restated, modified, replaced and supplemented prior to the Amendment No. 3 Effective Date, (iii) the Syndicated Revolving Facility Agreement, dated June 17, 2014, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited as Initial Borrowers, the Initial Financiers named therein and the Commonwealth Bank of Australia, as Facility Agent, as it may be amended, restated, modified, replaced and supplemented prior to the Amendment No. 3 Effective Date and (iv) the Syndicated Revolving Facility Agreement, dated October 8, 2013, among Foxtel Management Pty Limited as Initial Borrower, the Initial Financiers named therein and the Commonwealth Bank of Australia, as Facility Agent, as it may be amended, restated, modified, replaced and supplemented prior to the Amendment No. 3 Effective Date.

“Foxtel Debt Agreements” mean the Foxtel 2009 Note and Guarantee Agreement, the Foxtel 2012 Note and Guarantee Agreement and each Foxtel Finance Agreement, in each case, together with any extension, renewal, refinancing, refunding or replacement thereof.

“FSA” means Fox Sports Australia Pty Limited.

“Holdco” means NXE Australia Pty Limited.

“Partners” has the meaning specified in the definition of “Foxtel 2009 Note and Guarantee Agreement”.

“Sky Cable” has the meaning specified in the definition of “Foxtel 2009 Note and Guarantee Agreement”.

“Telstra Media” has the meaning specified in the definition of “Foxtel 2009 Note and Guarantee Agreement”.

(b) Section 5.02(e) of the Credit Agreement is hereby amended by:

(i) removing “and” from the end of clause (vi);

(ii) removing “.” and adding “; and” to the end of clause (vii); and

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(iii) adding the following clause at the end thereof:

“(viii) guarantees of Holdco and FSA (and any of their wholly owned subsidiaries including, without limitation, Binni Pty Limited (ACN 004 092 648), Fox Sports Venues Pty Limited (ACN 110 803 944), Sport by Numbers Pty Limited (ACN 065 420 046) and Fox Sports Streamco Pty Limited (ACN 616 999 243)) of the Foxtel Debt Agreements, and extensions, refundings, renewals and refinancings of any such guarantees that do not increase the outstanding principal amount thereof (other than by an amount equal to the premium thereon plus other reasonable amounts paid, fees and expenses incurred in connection with such extension, refunding, renewal or refinancing).”

Section 2. Representations and Warranties.

(a) On the date hereof, before and after giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all respects) on and as of the date hereof as though made on and as of the date hereof (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all respects) as of such earlier date).

(b) At the time of and immediately after giving effect to this Amendment, no Default has occurred and is continuing.

Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 3 Effective Date”) that the following conditions have been satisfied:

(i) The Borrower shall have paid all reasonable and documented out-of- pocket expenses of the Designated Agent (including the reasonable and documented accrued fees and expenses of one primary counsel to the Designated Agent) invoiced at least three Business Days prior to the Amendment No. 3 Effective Date.

(ii) The Designated Agent shall have received on or before the Amendment No. 3 Effective Date executed counterparts to this Amendment from the Borrower and each of the Required Lenders.

(iii) The guarantees of Holdco and FSA (and any of their wholly owned subsidiaries including, without limitation, Binni Pty Limited (ACN 004 092 648), Fox Sports Venues Pty Limited (ACN 110 803 944), Sport by Numbers Pty Limited (ACN 065 420 046) and Fox Sports Streamco Pty Limited (ACN 616 999 243)) shall have been executed and delivered in connection with the consummation of the Foxtel/Fox Sports Australia Combination.

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Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 6. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Designated Agent under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect as expressly amended hereby. The Borrower reaffirms its obligations under the Loan Documents to which it is party after giving effect to this Amendment. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 3 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.

Section 8. Submission To Jurisdiction; Waivers. Each of the parties hereto hereby irrevocably and unconditionally agrees that Section 8.11 of the Credit Agreement is incorporated herein mutatis mutandis.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


NEWS CORPORATION, as Borrower

By:		/s/ Kevin P. Halpin
		Name: Kevin P. Halpin
		Title: Deputy Chief Financial Officer

[Signature Page to Amendment]


JPMORGAN CHASE BANK, N.A., as Designated Agent and a Lender

By:	/s/ Davide Migliardi
	Name:	Davide Migliardi
	Title:	Vice President

[Signature Page to Amendment]


CITIBANK, N.A.,

By:		/s/ Michael Vondriska
		Name: Michael Vondriska
		Title: Vice President

[Lender Signature Page to Amendment No. 3]


COMMONWEALTH BANK OF AUSTRALIA

By:		/s/ Luke Copley
		Name: Luke Copley
		Title: Associate Director

[Lender Signature Page to Amendment No. 3]


BANK OF AMERICA, N.A.

By:		/s/ Eric Ridgway
		Name: Eric Ridgway
		Title: Director

[Lender Signature Page to Amendment No. 3]


DEUTSCHE BANK AG NEW YORK BRANCH, (Name of Institution)

By:		/s/ Ming K. Chu
		Name: Ming K. Chu
		Title: Director

If a second signature is necessary:

By:		/s/ Nina Guinchard
		Name: Nina Guinchard
		Title: Vice President

[Lender Signature Page to Amendment No. 3]


Goldman Sachs Bank USA , (Name of Institution)

By:		/s/ Chris Lam
		Name: Chris Lam
		Title: Authorized Signatory

If a second signature is necessary:

By:
		Name:
		Title:

[Lender Signature Page to Amendment No. 3]


HSBC Bank USA, National Association

By:		/s/ Jonathan Yip
		Name: Jonathan Yip
		Title: Director

If a second signature is necessary:

By:
		Name:
		Title:

[Lender Signature Page to Amendment No. 3]


Lloyds Bank plc,

By:	/s/ Daven Popat
	Name:	Daven Popat
	Title:	Senior Vice President Transaction Execution Category A P003

By:	/s/ Jennifer Larrow
	Name:	Jennifer Larrow
	Title:	Assistant Manager Transaction Execution Category A L003

[Lender Signature Page to Amendment No. 3]

Executed on behalf of the National Australia Bank Limited by its Attorney Archit Goradia

who holds the position of Level 2 Attorney under Power of Attorney dated 1 March 2007 Registered No. Book 4512 No. 39 in the presence of:

}

Signature of Attorney

/s/ Archit Goradia

/s/ Iqbal Kajani

Signature of Witness

Iqbal Kajani

Name of Witness (please print)

[Lender Signature Page to Amendment No. 3]


Westpac Banking Corporation,

By:		/s/ Richard Yarnold
		Name: Richard Yarnold
		Title: Director

[Lender Signature Page to Amendment]

Exhibit 10.2

NC TRANSACTION, INC.

RESTORATION PLAN

Amended and restated as of February 28, 2018

Table of Contents


		Page
ARTICLE 1. DEFINITIONS			5

1.1.	“Account”		5

1.2.	“Additional Compensation”		5

1.3.	“Affiliated Entity”		5

1.4.	“Beneficiary”		6

1.5.	“Board of Directors”		6

1.6.	“Code”		6

1.7.	“Committee”		6

1.8.	“Company”		6

1.9.	“Compensation”		6

1.10.	“Compensation Limit”		6

1.11.	“Disability”		7

1.12.	“Dow Jones 401(k) Plan”		7

1.13.	“Eligible Employee”		7

1.14.	“Employee”		7

1.15.	“Employer”		7

1.16.	“Employer Credit”		7

1.17.	“Interest Credit”		7

1.18.	“NCTI Savings Plan”		7

1.19.	“Participant”		8

1.20.	“Plan”		8

1.21.	“Plan Year”		8

1.22.	“Separation from Service”		8

1.23.	“Termination of Employment”		8

-ii-


		Page
ARTICLE 2. PARTICIPATION AND EMPLOYER CREDITS			9

2.1.	Participation.		9

2.2.	Employer Credits.		9

2.3.	Vesting.		9

ARTICLE 3. INTEREST CREDITS			9

3.1.	Interest Credits.		9

3.2.	Determination of Interest Credits.		9

ARTICLE 4. TERMINATION AND DISTRIBUTION			10

4.1.	Termination of Active Participation.		10

4.2.	Distribution of Account.		10

ARTICLE 5. ADMINISTRATION OF PLAN			12

5.1.	Committee Action and Delegation.		12

5.2.	Effect of Committee’s Action.		12

ARTICLE 6. CLAIMS PROCEDURE			13

6.1.	Claims.		13

ARTICLE 7. MISCELLANEOUS			14

7.1.	Amendment or Termination of the Plan.		14

7.2.	No Contract for Employment.		14

7.3.	Payments to Persons under Legal Disability.		15

7.4.	Unclaimed Benefits.		15

7.5.	Multiple Claims for Benefits.		15

7.6.	Construction.		15

7.7.	Funding.		15

7.8.	Participant’s Interest.		16

-iii-


		Page
7.9.	Withholding.		16

7.10.	Severability.		16

7.11.	Governing Law.		16

-iv-

NC TRANSACTION, INC.

RESTORATION PLAN

The purpose of the NC Transaction, Inc. Restoration Plan (the “Plan”) is (i) to provide participants with supplemental retirement benefits in addition to the benefits payable from the Company’s or an Affiliated Entity’s qualified retirement plans and Social Security, (ii) to provide participants, on an unfunded basis, with those retirement benefits which would have become payable under either the NCTI Savings Plan or the Dow Jones 401(k) Plan but for the limitations directly or indirectly imposed by the Code on the contributions which could have been provided under such plans with respect to employee participants, and (iii) to provide the Company and its Affiliated Entities with a method of rewarding and retaining its management and highly compensated employees.

This Plan is intended to qualify as a plan solely for the benefit of a select group of management and highly compensated employees of the Company and certain of its subsidiary and affiliated business entities under the Employee Retirement Income Security Act of 1974, as amended, and shall be administered and interpreted in a manner consistent with such intent.

ARTICLE 1. DEFINITIONS

When used in this document, capitalized words and phrases will have the following meanings unless the context clearly requires a different meaning:

1.1. “Account”

means the account established on the Company’s books and records for each Participant which reflects the deferred amounts which the Company promises to pay to the Participant under the terms and conditions of this Plan. Each Participant’s Account may be subdivided into multiple subaccounts as necessary or convenient to reflect (i) the source of amounts credited to the subaccount or (ii) Interest Credits accrued pursuant to the Plan. References to a Participant’s “Account” shall refer to the Account in the aggregate, or any subaccount, as the context may dictate.

1.2. “Additional Compensation”

means the amount of a Participant’s annual Compensation, determined pursuant to Section 1.9, in excess of the Compensation Limit. In addition, the Committee, in its sole and absolute discretion, may elect to include other amounts in the Additional Compensation of an individual Participant.

1.3. “Affiliated Entity”

means any corporation, limited liability company, partnership, or other business entity or division or department of an entity having employees to whom the Board of Directors has extended (with the acceptance of such entity) the benefits of this Plan, or any successor entities of such an entity.

1.4. “Beneficiary”

means the person or persons designated as such by a Participant pursuant to Section 4.2(c) hereof to receive any amounts payable under this Plan with respect to such Participant following the Participant’s death or, if applicable, the contingent or default Beneficiary determined pursuant to Section 4.2(c).

1.5. “Board of Directors”

means the Board of Directors of NC Transaction, Inc.

1.6. “Code”

means the Internal Revenue Code of 1986, as amended from time to time.

1.7. “Committee”

means the Consolidated Plan Committee under the NCTI Savings Plan or any delegate or delegates authorized by the Committee to take action on its behalf.

1.8. “Company”

means NC Transaction, Inc., or its successors.

1.9. “Compensation”

means (i) for Participants in the NCTI Savings Plan, a Participant’s “Compensation” as defined under the NCTI Savings Plan for the Plan Year and (ii) for Participants in the Dow Jones 401(k) Plan, a Participant’s “Compensation” as defined under the Dow Jones 401(k) Plan for the Plan Year. Notwithstanding the foregoing, Compensation for a Plan Year in excess of the following amounts shall not be taken into account for purposes of this Plan: (i) for the Company’s Chief Executive Officer, Chief Financial Officer, General Counsel and, as determined by the Company’s Chief Executive Officer, certain Employees who are chief executive officers of the Company’s operating companies who report directly to the Company’s Chief Executive Officer, Compensation in excess of $5 million, (ii) for other Employees of the Executive Leadership team who report directly to the Company’s Chief Executive Officer, Compensation in excess of $2 million, and (iii) for all Employees not covered by the preceding clauses (i) or (ii), Compensation in excess of $500,000.

1.10. “Compensation Limit”

means an amount determined and adjusted pursuant to Code section 401(a)(17) and the guidance issued thereunder that sets forth the maximum annual Compensation that may be taken into account under the NCTI Savings Plan or the Dow Jones 401(k) Plan, as applicable. The Compensation Limit for 2013 is $255,000.

1.11. “Disability”

means a condition under which a Participant either (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Company or its Affiliated Entities.

1.12. “Dow Jones 401(k) Plan”

means the Dow Jones 401(k) Savings Plan, as amended from time to time.

1.13. “Eligible Employee”

means an Employee who is (i) either (a) an active participant in the NCTI Savings Plan or (b) an active participant in the Dow Jones 401(k) Plan and (ii) is not eligible to participate in any of the Company’s or an Affiliated Entity’s defined benefit pension plans.

1.14. “Employee”

means any person employed by an Employer (but only while the Employer is, or was, the Company or an Affiliated Entity, unless otherwise provided in this Plan). Employee shall include an individual who would be an Employee but who is on an approved leave of absence. Employee shall not include, however, any director of the Company or an Affiliated Entity not otherwise employed as an Employee.

1.15. “Employer”

means the Company or any Affiliated Entity that employs management or other highly compensated Employees who are Eligible Employees.

1.16. “Employer Credit”

means the amount that the Company or an Affiliated Entity credits to a Participant’s Account pursuant to Section 2.2 of the Plan with respect to any Plan Year.

1.17. “Interest Credit”

means the amount credited to a Participant’s Account pursuant to Section 3.1 and determined pursuant to Section 3.2.

1.18. “NCTI Savings Plan”

means the NC Transaction, Inc. Savings Plan, effective as of June 28, 2013, as amended from time to time.

1.19. “Participant”

means an Eligible Employee to whose Account the Company or an Affiliated Entity credits an Employer Credit under the terms of this Plan.

1.20. “Plan”

means the NC Transaction, Inc. Restoration Plan as set forth in this document and as amended from time to time.

1.21. “Plan Year”

means the twelve-month period beginning January 1 and ending December 31.

1.22. “Separation from Service”

means the Participant’s death, retirement, or other termination of employment with the Company or an Affiliated Entity, whether voluntary or involuntary, and shall be construed in accordance with Treasury Regulation Section 1.409A-1(h). For purposes of this Plan, a Separation from Service shall include the date as of which a person recovers from a Disability and does not return to employment with the Company or any Affiliated Entity and shall not mean a leave of absence as a result of military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Participant’s right to reemployment with the Company is provided either by statute or by contract and there is a reasonable expectation that the Participant will return to perform services for the Company or an Affiliated Entity. For a Participant who is employed by an Affiliated Entity, unless otherwise provided by the Committee, in its sole and absolute discretion, a Separation from Service hereunder shall also be deemed to occur as of the date that such Participant’s Employer ceases to be within the Company’s controlled group, determined pursuant to Code Sections 414(b), (c), or (m), whether by merger, sale, exchange, or other transaction, if such Participant remains employed by such Affiliated Entity as of and after such transaction.

1.23. “Termination of Employment”

means the later to occur of (i) a Participant’s termination of employment with the Company or an Affiliated Entity, for any reason, whether voluntary or involuntary, or (ii) a Participant’s Separation from Service as an Employee. References to “termination of employment” shall be deemed to refer to a “separation from service” within the meaning of Code Section 409A.

For participants in the NCTI Savings Plan, words and phrases defined in the NCTI Savings Plan shall have the same meanings when used herein unless expressly provided to the contrary herein. For participants in the Dow Jones 401(k) Plan, words and phrases defined in the Dow Jones 401(k) Plan shall have the same meanings when used herein unless expressly provided to the contrary herein.

ARTICLE 2. PARTICIPATION AND EMPLOYER CREDITS

2.1. Participation.

(a) Participation in the Plan. Participation in the Plan shall be limited to each Eligible Employee with respect to whom allocations of employer contributions under the NCTI Savings Plan or the Dow Jones 401(k) Plan are reduced or limited as a result of the Compensation Limit.

(b) Becoming a Participant. An Eligible Employee shall become a Participant upon his having an amount credited to his Account as an Employer Credit by the Company or an Affiliated Entity.

2.2. Employer Credits.

(a) Determination of Employer Credits. A Participant in the Plan shall be eligible to receive an Employer Credit equal to 5.5% of such Participant’s Additional Compensation for a Plan Year.

(b) Crediting of Employer Credits. An Employer Credit shall be credited to the Account under the Plan of a Participant who satisfies the requirements of Section 2.1(a) with respect to each pay period during the Plan Year in which the Participant has received Additional Compensation for such Plan Year.

2.3. Vesting.

Any amount credited to a Participant’s Account, including Employer Credits and Interest Credits on such amounts pursuant to Section 3.1 hereof, will fully (100%) vest upon the Participant’s attainment of two (2) Years of Service.

ARTICLE 3. INTEREST CREDITS

3.1. Interest Credits.

At the end of each Plan Year, at any time designated by the Committee, and immediately prior to the payment of any benefits hereunder, each Participant’s Account shall be credited with Interest Credits, determined pursuant to Section 3.2, that have accrued over such Plan Year, or if more recent, from the date that a preceding Interest Credit was credited under this Section 3.1, if any.

3.2. Determination of Interest Credits.

Each Participant’s Account shall accrue Interest Credits as if all amounts in the Account, including Employer Credits and previous Interest Credits, were invested in a Money Market interest-bearing vehicle chosen by the Committee, in its sole and absolute discretion.

ARTICLE 4. TERMINATION AND DISTRIBUTION

4.1. Termination of Active Participation.

(a) Direction by Committee. The Committee may direct that a Participant’s active participation in this Plan be terminated at any time regardless of whether the Participant’s employment with the Company and/or Affiliated Entities has terminated (provided, however, that deferrals shall cease for any Plan Year only to the extent such cessation would not violate Section 409A of the Code). If a Participant’s active participation in the Plan is terminated and he continues in employment with the Company or an Affiliated Entity, the Participant will not be eligible to receive Employer Credits, but his Account will continue to be deferred and will be credited with Interest Credits until distributed following his Separation from Service.

(b) Termination of Employment. Each Participant’s active participation in this Plan will terminate automatically upon his Termination of Employment.

4.2. Distribution of Account.

A Participant’s Account shall only be distributed upon such Participant’s Separation from Service and shall be distributed pursuant to this Section 4.2.

(a) Form of Distributions. Upon a Participant’s Separation from Service, the amounts credited to his Account will be paid to the Participant or, in the event of the Participant’s death, to his beneficiary, as provided herein.

(1) If the balance in a Participant’s Account on the last day of the calendar quarter in which a Separation from Service occurs is less than or equal to the amount determined under Code Section 402(g) for that Plan Year (the “402(g) Amount”), or if the Participant’s Separation from Service occurs prior to his attainment of age fifty-five (55), then:

(A) if the Participant’s Separation from Service is as a result of death, the balance of the Participant’s Account will be distributed in a single lump-sum payment in the first (1^st) month of the calendar quarter following the effective date of such Separation from Service, or

(B) if the Participant’s Separation from Service is for any reason other than death, then the balance of all amounts in the Participant’s Account will be distributed in a single lump-sum payment as soon as administratively practicable following six (6) months after such Participant’s Separation from Service.

(2) If the balance in a Participant’s Account on the last day of the calendar quarter in which a Separation from Service occurs is greater than the 402(g) Amount and the Participant’s Separation from Service occurs on or after his attainment of age fifty-five (55), then distribution will be made in ten (10) consecutive annual installments. Installments will be calculated in the manner described in Section 4.2(b).

(A) If the Participant’s Separation from Service is as a result of death, the first of any installment payments shall be made in the first (1^st) month of the calendar quarter following the effective date of such Separation from Service, and any subsequent installments shall be made in January of each year thereafter during the elected distribution period.

(B) If a Participant’s Separation from Service is for any reason other than death, then the first of any installment payments attributable to all amounts in the Participant’s Account shall be made as soon as administratively practicable following six (6) months after such Participant’s Separation from Service, and any subsequent installments shall be made in January of each year thereafter during the elected distribution period.

(b) Calculation of Installments. If a distribution is paid in annual installments, each installment payment (except the last) will equal the balance in the Participant’s Account on the last business day preceding the date of payment divided by the number of remaining installments (including the installment being paid). The final installment will be equal to the balance in the Participant’s Account on the date of payment.

(c) Beneficiary Designation. Each Participant will have the revocable right to make a written designation of one or more Beneficiaries and one or more contingent Beneficiaries. The designation of a Beneficiary and/or contingent Beneficiary, and any revocation and new designation, will be effective when received by the Committee.

(1) In the event of a Participant’s death prior to the payment of all amounts in his Account, remaining amounts will be paid to the Participant’s Beneficiary or Beneficiaries. If the Participant is predeceased by his designated Beneficiary or Beneficiaries, all remaining amounts will be paid to the Participant’s contingent Beneficiary or Beneficiaries. If no Beneficiary is designated, or if all designated Beneficiaries and contingent Beneficiaries have predeceased the Participant, any unpaid amounts will be paid to the executor or other legal representative of the Participant’s estate.

(2) If distribution of the Participant’s Account has begun in installments prior to his death, the remaining installments will be paid when due to his Beneficiary, contingent Beneficiary, or estate, as the case may be, as determined in subsection (c)(1) above. If distribution has not yet begun, the Participant’s Account will be distributed to his Beneficiary, contingent Beneficiary, or estate, as the case may be, in accordance with Section 4.2(a). Notwithstanding the foregoing, if a Participant has no surviving Beneficiary or contingent Beneficiary, the Committee may, in its sole and absolute discretion, direct that the unpaid balance in his Account be paid in a single lump-sum payment to the Participant’s estate.

ARTICLE 5. ADMINISTRATION OF PLAN

5.1. Committee Action and Delegation.

(a) Committee Action. The action of the Committee will be determined by the vote or other affirmative expression of a majority of its members. Action may be taken by the Committee at a meeting or in writing without a meeting. The members of the Committee will elect one of their number as chairman and will select a secretary who may (but need not) be a member of the Committee. The secretary will keep a record of all meetings and acts of the Committee and will have custody of all records and documents pertaining to its operations. Any member or the secretary may execute any certificate or other written direction on behalf of the Committee.

(b) Delegation of Duties. The Committee may delegate all or any portion of its duties to a member of the Committee or another person selected to be Plan Administrator. The Committee may retain an independent record keeper for purposes of Plan administration and delegate to the record keeper the responsibility for maintaining Participants’ Accounts and distributions.

5.2. Effect of Committee’s Action.

(a) Interpretation of Plan. The Plan will be interpreted by the Committee in accordance with the terms of the Plan and their intended meanings. However, the Committee will have the authority to make any findings of fact needed in the administration of the Plan and will have the discretion to interpret or construe ambiguous, unclear, or implied (but omitted) terms in any fashion it deems to be appropriate in its sole and absolute discretion. The validity of any such finding of fact, interpretation, construction, or decision will not be given de novo review if challenged in court or in any other forum and will be upheld unless clearly arbitrary and capricious.

(b) Discretionary Authority. To the extent the Committee or any Committee delegate has been granted discretionary authority under the Plan, the prior exercise of such authority will not obligate it to exercise such authority in a like fashion thereafter.

(c) Corrective Amendments. If, due to errors in drafting, any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Committee in its sole and exclusive judgment, the provision will be considered ambiguous and will be interpreted by the Committee in a fashion consistent with its intent, as determined by the Committee. The Committee will amend the Plan retroactively to cure any such ambiguity, notwithstanding anything in the Plan to the contrary.

(d) Committee Actions Binding. This Section 5.2 may not be invoked by any person to require the Plan to be interpreted in a manner which is inconsistent with its interpretation by the Committee. All actions taken and all determinations made in good faith by the Committee will be final and binding upon all persons claiming any interest in or under the Plan.

ARTICLE 6. CLAIMS PROCEDURE

6.1. Claims.

(a) Claims for Benefits. Any claim for benefits by a Participant or anyone claiming through a Participant under the Plan (the “Claimant”) shall be delivered in writing (or in such electronic form as designated by the Committee) by the Claimant to the Committee. The claim shall identify the benefits being requested and shall include a statement of the reasons why the benefits should be granted. The Committee shall grant or deny the claim. If the claim is denied in whole or in part, the Committee shall give written (or in such electronic form as designated by the Committee) notice to the Claimant setting forth: (a) the reasons for the denial, (b) specific reference to pertinent Plan provisions on which the denial is based, (c) a description of any additional material or information necessary to request a review of the claim and an explanation of why such material or information is necessary, (d) an explanation of the Plan’s claims review procedure, including the right to bring a civil action under Section 502(a) of ERISA following exhaustion of such claims review procedures, (e) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, or other information relevant (as defined by Department of Labor Regulation Section 2560.503-1(m)) to the claim. The notice shall be furnished to the Claimant within a period of time not exceeding ninety (90) days (or forty-five (45) days in the event of a claim involving a Disability determination) after receipt of the claim, except that such period of time may be extended, if special circumstances should require, for an additional ninety (90) days (or thirty (30) days in the case of a Disability determination) commencing at the end of the initial ninety (90)-day (or, as applicable, forty-five (45)-day) period. In the case of a claim involving a Disability determination, the Committee may extend this period for an additional thirty (30) days if the Claimant is notified of the extension before the end of the initial thirty (30)-day extension. Written (or in such electronic form as designated by the Committee) notice of any such extension shall be given to the Claimant before the expiration of the initial period and shall indicate the special circumstances requiring the extension and the date by which the final decision is expected to be rendered.

(b) Appeals Procedure. A Claimant who has been denied a claim for benefits, in whole or in part, may, within a period of sixty (60) days (or one hundred and eighty (180) days in the case of a claim involving a Disability determination) following his receipt of the denial, request a review of such denial by filing a written (or in such electronic form as designated by the Committee) notice of appeal with the Committee. If the written request for review is not made within the specified sixty (60)-day (or, as applicable, one hundred and eighty (180)-day) period, the Claimant will waive the right to review by the Committee. In connection with an appeal, the Claimant (or his authorized representative) may review, free of charge, pertinent documents and may submit evidence and arguments in writing (or in such electronic form as designated by the Committee) to the Committee, regardless of whether or not such information was considered in connection with the initial benefits determination. The Committee may decide the questions presented by the appeal, either with or without holding a hearing, and shall issue to the Claimant a written (or in such electronic form as designated by the Committee) notice setting forth: (a) the specific reasons for the decision, (b) specific reference to the pertinent Plan provisions on which the decision is based, (c) a statement that, upon written request and free of charge, the claimant will be provided reasonable access to, and copies of, all documents, records,

and other information relevant to his claim for benefits, and (d) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a). The notice shall be issued within a period of time not exceeding sixty (60) days (or forty-five (45) days in the event of a claim involving a Disability determination) after receipt of the request for review; except that such period of time may be extended, if special circumstances (including, but not limited to, the need to hold a hearing) should require, for an additional sixty (60) days commencing at the end of the initial sixty (60)-day (or, as applicable, forty-five (45)-day) period. Written (or in such electronic form as designated by the Committee) notice of any such extension shall be provided to the Claimant prior to the expiration of the initial sixty (60)-day (or, as applicable, forty-five (45)-day) period. The decision of the Committee shall be final and conclusive.

(c) Exhaustion of Remedies. The procedures under this Section 6.1 shall be the exclusive procedures for claiming benefits under the Plan. No legal or equitable action for benefits under the Plan shall be brought unless and until the Claimant (i) has submitted a written (or in such electronic form as designated by the Committee) application for benefits in accordance with Section 6.1(a), (ii) has been notified by the Committee that the application is denied, (iii) has filed a written request for a review of the application in accordance with Section 6.1(b), and (iv) has been notified in writing that the Committee has affirmed the denial of the application; provided, that legal action may be brought after the Committee has failed to take any action on the claim within the time periods prescribed in Section 6.1(b).

(d) Limitation on Commencing Actions. In no event may any legal or equitable action for benefits under the Plan be brought in a court of law or equity with respect to any claim for benefits more than one (1) year after the final denial (or deemed final denial) of the claim by the Committee.

ARTICLE 7. MISCELLANEOUS

7.1. Amendment or Termination of the Plan.

The Company reserves the right to amend or terminate this Plan at any time, provided that no amendment or termination will adversely affect the right of any Participant or Beneficiary to a payment under the Plan or reduce any Participant’s Account. Amendment or termination will be by written instrument executed by the Company. Notwithstanding the foregoing, upon any termination of this Plan, the Company may, in its sole and absolute discretion, accelerate the payment of amounts under all Accounts upon termination of this Plan to the extent permissible under Section 409A of the Code without the imposition of the additional tax set forth in Section 409A(a)(1)(B) of the Code.

7.2. No Contract for Employment.

Nothing in the Plan shall confer upon a Participant the right to continue in the employ of the Company or an Affiliated Entity or shall limit or restrict the right of the Company or any Affiliated Entity to terminate the employment of a Participant at any time with or without cause.

7.3. Payments to Persons under Legal Disability.

If any benefit payment hereunder becomes payable to a Participant determined by the Committee to be under any legal incapacity, payments under this Plan shall be made instead to the guardian or legal representative of such person and such payment shall constitute a full and complete discharge of all obligations under the Plan to the Participant.

7.4. Unclaimed Benefits.

Each Participant shall keep the Committee informed of his current address and the current address of his Beneficiary(ies). The Committee shall not be obligated to search for the whereabouts of any Participant or Beneficiary, and if such person cannot be located within three (3) years from the date any payment hereunder is first due to be made, then there shall be no further obligation to pay any benefits under this Plan to such Participant or Beneficiary, and such benefit shall be irrevocably forfeited.

7.5. Multiple Claims for Benefits.

If multiple claims are received by the Committee with respect to any benefits payable under this Plan, payment by the Committee to such person or persons as the Committee determines to be entitled to receive such payment shall constitute a full and complete discharge of all obligations under this Plan with respect to such payment. Benefit payments under this Plan may be suspended by the Committee pending resolution of multiple claims to the satisfaction of the Committee.

7.6. Construction.

Unless the contrary is plainly required by the context, wherever any words are used herein in the masculine gender, they shall be construed as though they were also used in the female gender, and vice versa, and wherever any words are used herein in the singular form, they shall be construed as though they were also used in the plural form, and vice versa. The section and other headings contained in this Plan are for reference purposes only and will not control or affect the construction of this Plan or its interpretation in any respect. Section and subsection references are to this Plan unless otherwise specified.

7.7. Funding.

(a) This Plan is an unfunded plan of deferred compensation which is not intended to meet the qualification requirements of Section 401 of the Code. Each Participant’s Account represents the unsecured contractual obligation of the Company.

(b) Although not obligated to do so, the Company may choose to set aside funds or other assets to assist in funding its obligations under this Plan. Such funds or assets may be placed in trust with a trustee selected by the Committee subject to such agreement as the Committee may approve. The Committee will direct the investment of any such funds in a manner designed to assist the Company in meeting its obligations. The principal and any earnings on funds set aside in trust will be used exclusively to assist the Company in meeting its obligations under this Plan, but Participants and any Beneficiaries will have no preferred claim on, or any beneficial ownership in, any assets of the trust prior to the time any such assets are paid to the Participants or Beneficiaries as benefits. All assets in the trust will be subject to the claims of the Company’s general creditors under state and federal law in the event of insolvency or bankruptcy of the Company.

(c) No Participant will have any right, title, or interest in or to any investments which the Company may make to aid in meeting its obligations under this Plan. Nothing contained in this document and no action taken pursuant to its provisions will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or the Committee and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to this Plan, such rights will be no greater than the right of an unsecured creditor of the Company.

7.8. Participant’s Interest.

No Participant may assign, transfer, alienate, or encumber in any manner his interest under this Plan. No Participant may borrow funds and grant a security interest or otherwise pledge his rights under this Plan. No provision of this Plan will be construed to limit the right of the Company to discharge any Participant or to confer upon any Participant the right to continued employment or any other right not specifically granted in this document.

7.9. Withholding.

To the extent required by federal, state, and local laws, distributions from the Plan shall be subject to income tax and other withholding obligations.

7.10. Severability.

If any provision in the Plan is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

7.11. Governing Law.

This Plan and all rights thereunder, and any controversies or disputes arising with respect thereto, shall be governed by and construed and interpreted in accordance with the laws of the State of New York, applicable to agreements made and to be performed entirely within such State, without regard to conflict of laws provisions thereof that would apply the law of any other jurisdiction.

Exhibit 31.1

Chief Executive Officer Certification

Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended

I, Robert J. Thomson, certify that:

I have reviewed this quarterly report on Form 10-Q of News Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

Chief Financial Officer Certification

Required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended

I, Susan Panuccio, certify that:

I have reviewed this quarterly report on Form 10-Q of News Corporation;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of News Corporation on Form 10-Q for the fiscal quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, the undersigned officers of News Corporation, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of News Corporation.


May 11, 2018

	By:	/s/ Robert J. Thomson
		Robert J. Thomson
		Chief Executive Officer and Director

	By:	/s/ Susan Panuccio
		Susan Panuccio
		Chief Financial Officer

May 11, 2018

/s/ Robert J. Thomson

Robert J. Thomson

Chief Executive Officer and Director