Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or ~~15 (d)~~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 x 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

As of October ~~31, 2014, 1,357,602,096~~30, 2015, 1,170,751,942 shares of Class A Common Stock, par value $0.01 per share, and 798,520,953 shares of Class B Common Stock, par value $0.01 per share, were outstanding.

	For the three months ended September 30,						For the three months ended September 30,
	2014			2013			2015			2014
Revenues	$	7,887		$	7,061		$	6,077		$	7,887
Operating expenses		(5,052	)		(4,447	)		(3,673	)		(5,052	)
Selling, general and administrative		(1,079	)		(1,018	)		(889	)		(1,079	)
Depreciation and amortization		(276	)		(313	)		(128	)		(276	)
Equity earnings of affiliates		379			92			35			379
Interest expense, net		(305	)		(272	)		(295	)		(305	)
Interest income		14			8			9			14
Other, net		35			(35	)		(83	)		35

Income from continuing operations before income tax expense		1,603			1,076			1,053			1,603
Income tax expense		(503	)		(300	)		(313	)		(503	)

Income from continuing operations		1,100			776			740			1,100
(Loss) income from discontinued operations, net of tax		(7	)		487
Loss from discontinued operations, net of tax								(3	)		(7	)

Net income		1,093			1,263			737			1,093
Less: Net income attributable to noncontrolling interests		(56	)		(8	)		(62	)		(56	)

Net income attributable to Twenty-First Century Fox, Inc. stockholders	$	1,037		$	1,255		$	675		$	1,037

Earnings per share data

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders - basic and diluted	$	1,044		$	768		$	678		$	1,044

Weighted average shares:
Basic		2,191			2,306			2,009			2,191
Diluted		2,195			2,309			2,012	��		2,195

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted	$	0.48		$	0.33		$	0.34		$	0.48

Net income attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted	$	0.47		$	0.54		$	0.34		$	0.47

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

	As of September 30, 2015			As of June 30, 2015
	(unaudited)			(audited)
Assets:
Current assets:
Cash and cash equivalents	$	5,830		$	8,428
Receivables, net		6,034			5,912
Inventories, net		2,987			2,749
Other		342			287

Total current assets		15,193			17,376

Non-current assets:
Receivables, net		386			394
Investments		4,398			4,529
Inventories, net		6,818			6,411
Property, plant and equipment, net		1,667			1,722
Intangible assets, net		6,263			6,320
Goodwill		12,514			12,513
Other non-current assets		758			786

Total assets	$	47,997		$	50,051

Liabilities and Equity:
Current liabilities:
Borrowings	$	244		$	244
Accounts payable, accrued expenses and other current liabilities		3,529			3,937
Participations, residuals and royalties payable		1,650			1,632
Program rights payable		1,112			1,001
Deferred revenue		457			448

Total current liabilities		6,992			7,262

Non-current liabilities:
Borrowings		18,767			18,795
Other liabilities		3,089			3,105
Deferred income taxes		2,278			2,082
Redeemable noncontrolling interests		616			621
Commitments and contingencies
Equity:
Class A common stock^(a)		12			12
Class B common stock^(b)		8			8
Additional paid-in capital		12,798			13,427
Retained earnings		4,182			5,343
Accumulated other comprehensive loss		(1,719	)		(1,570	)

Total Twenty-First Century Fox, Inc. stockholders' equity		15,281			17,220
Noncontrolling interests		974			966

Total equity		16,255			18,186

Total liabilities and equity	$	47,997		$	50,051

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

	For the three months ended September 30,
	2015			2014
Operating activities:
Net income	$	737		$	1,093
Less: Loss from discontinued operations, net of tax		(3	)		(7	)

Income from continuing operations		740			1,100
Adjustments to reconcile income from continuing operations to cash (used in) provided by operating activities:
Depreciation and amortization		128			276
Amortization of cable distribution investments		20			23
Equity-based compensation		86			53
Equity earnings of affiliates		(35	)		(379	)
Cash distributions received from affiliates		6			3
Other, net		83			(35	)
CLT20 contract termination costs^(a)		(420	)		-
Deferred income taxes and other taxes		175			91
Change in operating assets and liabilities, net of acquisitions and dispositions:
Receivables and other assets		(201	)		26
Inventories net of program rights payable		(516	)		(590	)
Accounts payable and other liabilities		(371	)		(111	)

Net cash (used in) provided by operating activities from continuing operations		(305	)		457

Investing activities:
Property, plant and equipment		(34	)		(127	)
Investments in equity affiliates		(86	)		(950	)
Other investments		(163	)		(13	)
Proceeds from dispositions, net		-			69

Net cash used in investing activities from continuing operations		(283	)		(1,021	)

Financing activities:
Borrowings		91			1,289
Repayment of borrowings		(119	)		(114	)
Excess tax benefit from equity-based compensation		11			48
Repurchase of shares		(1,889	)		(1,273	)
Dividends paid and distributions		(56	)		(82	)
Purchase of subsidiary shares from noncontrolling interests		(3	)		-

Net cash used in financing activities from continuing operations		(1,965	)		(132	)

Net decrease in cash and cash equivalents from discontinued operations		(7	)		(17	)

Net decrease in cash and cash equivalents		(2,560	)		(713	)
Cash and cash equivalents, beginning of year		8,428			5,415
Exchange movement on cash balances		(38	)		(46	)

Cash and cash equivalents, end of period	$	5,830		$	4,656

The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.

As of September 30,
2014

As of June 30,
2014

(unaudited)

(audited)

Assets:

Current assets:

Cash and cash equivalents
$
4,656

$
5,415

Receivables, net

6,350

6,468

Inventories, net

3,385

3,092

Other

559

401

Total current assets

14,950

15,376

Non-current assets:

Receivables

483

454

Investments

3,734

2,859

Inventories, net

6,748

6,442

Property, plant and equipment, net

2,794

2,931

Intangible assets, net

7,831

8,072

Goodwill

17,609

18,052

Other non-current assets

562

607

Total assets
$
54,711

$
54,793

Liabilities and Equity:

Current liabilities:

Borrowings
$
814

$
799

Accounts payable, accrued expenses and other current liabilities

4,383

4,183

Participations, residuals and royalties payable

1,674

1,546

Program rights payable

1,615

1,638

Deferred revenue

672

690

Total current liabilities

9,158

8,856

Non-current liabilities:

Borrowings

19,395

18,259

Other liabilities

3,516

3,507

Deferred income taxes

2,562

2,729

Redeemable noncontrolling interests

540

541

Commitments and contingencies

Equity:

Class A common stock^(a)

14

14

Class B common stock^(b)

8

8

Additional paid-in capital

14,868

15,041

Retained earnings

2,131

2,389

Accumulated other comprehensive loss

(756
)

(34
)
Total Twenty-First Century Fox, Inc. stockholders' equity

16,265

17,418

Noncontrolling interests

3,275

3,483

Total equity

19,540

20,901

Total liabilities and equity
$
54,711

$
54,793

~~The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.~~

For the three months ended
September 30,

2014

2013

Operating activities:

Net income
$
1,093

$
1,263

Less: (Loss) income from discontinued operations, net of tax

(7
)

487

Income from continuing operations

1,100

776

Adjustments to reconcile income from continuing operations to cash provided by operating
activities:

Amortization of cable distribution investments

23

22

Equity-based compensation

53

37

Depreciation and amortization

276

313

Equity earnings of affiliates

(379
)

(92
)
Cash distributions received from affiliates

3

13

Other, net

(35
)

35

Deferred income taxes

91

(83
)
Change in operating assets and liabilities, net of acquisitions:

Receivables and other assets

26

(150
)
Inventories net of program rights payable

(590
)

(718
)
Accounts payable and other liabilities

(111
)

192

Net cash provided by operating activities from continuing operations

457

345

Investing activities:

Property, plant and equipment

(127
)

(171
)
Acquisitions, net of cash acquired

-

(7
)
Investments in equity affiliates

(950
)

(137
)
Other investments

(13
)

(14
)
Proceeds from dispositions

69

3

Net cash used in investing activities from continuing operations

(1,021
)

(326
)
Financing activities:

Borrowings

1,289

987

Repayment of borrowings

(114
)

-

Issuance of shares

48

66

Repurchase of shares

(1,273
)

(913
)
Dividends paid

(82
)

(58
)
Purchase of subsidiary shares from noncontrolling interests

-

(75
)
Distribution to News Corporation

-

(10
)
Net cash used in financing activities from continuing operations

(132
)

(3
)
Net decrease in cash and cash equivalents from discontinued operations

(17
)

(29
)
Net decrease in cash and cash equivalents

(713
)

(13
)
Cash and cash equivalents, beginning of year

5,415

6,659

Exchange movement on cash balances

(46
)

35

Cash and cash equivalents, end of period
$
4,656

$
6,681

~~The accompanying notes are an integral part of these Unaudited Consolidated Financial Statements.~~

Twenty-First Century Fox, Inc., a Delaware corporation, and its subsidiaries (together, “Twenty-First Century Fox” or the “Company”) is a ~~Delaware corporation. Twenty-First Century Fox is a~~ diversified global media and entertainment company, which currently manages and reports its businesses in ~~five~~the following segments: Cable Network Programming, Television, Filmed Entertainment and Other, Corporate and Eliminations.

In addition, the Direct Broadcast Satellite Television (“DBS”) segment consisted of the distribution of programming services via satellite, cable and ~~Other, Corporate~~broadband directly to subscribers in Italy, Germany and ~~Eliminations.~~Austria. The DBS segment consisted entirely of the operations of Sky Italia and Sky Deutschland AG (“Sky Deutschland”) (collectively the “DBS businesses”). On November 12, 2014, Twenty-First Century Fox completed the sale of Sky Italia and its 57% interest in Sky Deutschland to Sky plc (“Sky”). Sky is a pan-European digital television provider, which operates in Italy, Germany, Austria, the United Kingdom and Ireland. Following the sale of the DBS businesses, the Company continues to report in five segments for comparative purposes, and there is no current activity in the DBS segment.

The accompanying Unaudited Consolidated Financial Statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“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 Unaudited Consolidated Financial Statements. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, ~~2015.~~2016.

These interim Unaudited 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, ~~2014~~2015 as filed with the Securities and Exchange Commission (“SEC”) on August ~~14, 2014~~13, 2015 (the ~~“2014~~“2015 Form 10-K”).

The Unaudited Consolidated Financial Statements include the accounts of Twenty-First Century Fox. All significant intercompany accounts and transactions have been eliminated in consolidation, including the intercompany portion of transactions with equity method investees. Investments in and advances to equity or joint ventures in which the Company has significant influence, but less than a controlling voting interest, are accounted for using the equity method. Investments in which the Company has no significant influence are designated as available-for-sale investments if readily determinable market values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment at cost.

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.

Certain fiscal ~~2014~~2015 amounts have been reclassified to conform to the fiscal ~~2015~~2016 presentation. Unless indicated otherwise, the information in the notes to the Unaudited Consolidated Financial Statements relate to the Company’s continuing operations.

In ~~March 2013,~~April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2013-05, “Foreign Currency Matters~~2014-08, “Presentation of Financial Statements (Topic ~~830): Parent’s Accounting~~205) and Property, Plant and Equipment (Topic 360)” (“ASU 2014-08”). The amendments in ASU 2014-08 provide guidance for the ~~Cumulative Translation Adjustment upon Derecognition~~recognition of ~~Certain Subsidiaries or Groups of Assets within~~discontinued operations, change the requirements for reporting discontinued operations in Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations” (“ASC 205-20”) and require additional disclosures about discontinued operations. ASU 2014-08 is effective on a Foreign Entity or of an Investment in a Foreign Entity”, (“ASU 2013-05”). The objective of ASU 2013-05 is to resolve the diversity in practice regarding the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets or a business within a foreign entity. ASU 2013-05 is effectiveprospective basis for the Company for interim reporting periods beginning July 1, ~~2014. The Company’s adoption of ASU 2013-05~~2015. Certain disposals that occurred in the past were not reported as discontinued operations as they did not meet the criteria under the superseded accounting guidance. Such disposals would have ~~a material effect~~met the criteria to be reported as discontinued operations in accordance with ASU 2014-08.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”). The amendments in ASU 2015-16 require that an acquirer recognize adjustments to provisional amounts, that are identified during the measurement period, in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for the Company for the interim reporting periods beginning July 1, 2016. The Company is currently evaluating the impact ASU 2015-16 will have on ~~the Company’s~~its consolidated financial statements.

The Company’s acquisitions support the Company’s strategic priority of increasing its brand presence and reach in key domestic and international markets and acquiring greater control of investments that complement its portfolio of ~~businesses, creating new pay-TV sports franchises and leveraging its sports broadcasting rights.~~businesses.

In ~~October 2014,~~September 2015, the Company, ~~acquired two San Francisco-Bay area television stations, KTVU-TV FOX 2 and KICU-TV 36, from Cox Media Group in exchange for the Company’s FOX Broadcasting Company~~through 21st Century Fox America, Inc. (“~~FOX”~~21CFA”) ~~affiliated stations WHBQ-TV FOX 13 and WFXT-TV FOX 25, located in the Memphis and Boston markets, respectively.~~

~~In July 2014,~~, a wholly-owned subsidiary of the Company, ~~entered into agreements with British Sky Broadcasting~~and the National Geographic Society (“NGS”), agreed to form NGC Group ~~plc~~Holdings, LLC (“~~BSkyB”) to sell its 100% and 57% (on a fully diluted basis) ownership stakes in Sky Italia and Sky Deutschland AG (“Sky Deutschland”~~National Geographic Partners”), ~~respectively, for approximately $8.7 billion (based on foreign currency exchange rates as of September 30, 2014) comprised of approximately $8.1 billion~~to which the Company will contribute $625 million in cash and the ~~transfer to the~~ Company ~~of BSkyB’s 21% interest~~and NGS will contribute their existing interests in NGC Network US, LLC, NGC Network International, LLC and NGC Network Latin America, LLC (collectively “NGC ~~International”~~Networks”)~~, increasing the Company’s ownership stake to 73%~~. The Company currently holds a controlling interest in NGC ~~International. The carrying value~~Networks, a consolidated subsidiary. NGS will also contribute its publishing, travel and certain other businesses to National Geographic Partners for approximately $625 million in cash. Upon completion of the Company’s investment in Sky Italia and Sky Deutschland was approximately $4.2 billion as of September 30, 2014 which excludes noncontrolling interests of approximately $2.1 billion. In connection with thisproposed transaction, the Company ~~participated~~will hold a 73% controlling interest in BSkyB’s equity offering in July 2014 by purchasing additional shares in BSkyB for approximately $900 million and maintained the Company’s 39% ownership interest. On October 6, 2014, BSkyB shareholders approved the agreements; however the agreements areNational Geographic Partners. The transaction is subject to customary closing ~~conditions. The sale~~conditions, including regulatory approvals, and is expected to be completed in the second quarter of fiscal 2015, and upon completion, Sky Italia and Sky Deutschland will thereafter cease to be consolidated subsidiaries of the Company. The Company expects to record a gain on this transaction and anticipates it will use most of its U.S. capital loss carryforwards and foreign tax credit carryforwards to offset a substantial amount of the taxable gain which is likely to be recognized.close before December 31, 2015.

In ~~January 2011,~~February 2015, the Company ~~purchased a convertible bond from Sky Deutschland~~entered into an agreement to acquire the broadcast business of MAA Television Network Limited (“MAA TV”), an entity in India that broadcasts and operates Telugu language entertainment channels, for approximately ~~$225 million. In October 2014, the Company exercised its right to convert the bonds into 53.9~~$375 million ~~Sky Deutschland shares increasing the Company’s ownership interest to 57%.~~

~~In October 2014, the Company and funds managed by Apollo Global Management, LLC (“Apollo”) agreed to form a joint venture to which the Company will contribute its interests~~ in ~~the Shine Group and cash, comprising an aggregate carrying value of approximately $800 million.~~cash. The ~~joint venture will be comprised of the Shine Group, Endemol, and the CORE Media Group and will be jointly managed by the Company and Apollo, with each owning 50%. The agreements are~~acquisition is subject to ~~regulatory approvals and~~ customary closing ~~conditions.~~conditions, including regulatory approvals. The transaction is expected to ~~be completed by the end of the second quarter of fiscal 2015, and upon completion, the Shine Group will thereafter cease to be a consolidated subsidiary of the Company.~~close before December 31, 2015.

OnIn February ~~28, 2014,~~2015, the Company acquired ~~an additional 31% interest in the Yankees Entertainment and Sports Network~~trueX media inc. (“~~YES Network”~~true[X]”), ~~increasing~~a video advertising company specializing in consumer engagement and on-demand marketing campaigns, for an estimated total purchase price of approximately $175 million in cash including deferred payments which are subject to the ~~Company’s ownership interest to 80%, for approximately $680 million, net~~achievement of ~~cash acquired.~~service and performance conditions. The ~~aggregate~~ excess purchase price of approximately $125 million has been preliminarily allocated, based on a provisional valuation of ~~100% of the YES Network,~~true[X], as follows: approximately ~~$1.7 billion~~$30 million to intangible assets ~~consisting of multi-channel video programming distributor (“MVPD”) affiliate agreements and relationships with useful lives of 20 years and advertiser relationships with useful lives of 6 years,~~ and the ~~indefinite-lived YES Network trade name; approximately $1.7 billion to debt; approximately $1.6 billion~~balance of the excess representing the goodwill on the ~~transaction;~~transaction and other net assets. The goodwill reflects the synergies and increased market penetration expected from combining the operations of true[X] and the Company.

As the accounting for the business combination is based on provisional amounts and the allocation of the excess purchase price is not final, the amounts allocated to intangibles and goodwill, the estimates of useful lives and the related amortization expense are subject to changes pending the completion of the final valuation of certain assets and liabilities. A change in the purchase price allocation and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.

On June 28, 2013, the Company completed the separation of its business into two independent publicly traded companies (the “Separation”) by distributing to its stockholders all of the outstanding shares of the new News Corporation (“News Corp”). The Company retained its interests in a global portfolio of media and entertainment assets spanning six continents. News Corp holds the Company’s former businesses including newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. The Company completed the Separation by distributing to its stockholders one share of News Corp Class A common stock for every four shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) held on June 21, 2013, and one share of

News Corp Class B common stock for every four shares of the Company’s Class B common stock, par value $0.01 per share (“Class B Common Stock”) held on June 21, 2013. The Company’s stockholders received cash in lieu of fractional shares. Following the Separation, the Company does not beneficially own any shares of News Corp Class A common stock or News Corp Class B common stock.

Effective June 28, 2013, the Separation qualified for discontinued operations treatment in accordance with Accounting Standards Codification (“ASC”) 205-20, “Discontinued Operations”, and accordingly the Company deconsolidated News Corp’s balance sheet as of June 30, 2013, and presented its results for the three months ended September 30, 2014 and 2013 as discontinued operations on the Unaudited Consolidated Statements of Operations and the Unaudited Consolidated Statements of Cash Flows.

~~(Loss) income from discontinued operations related to News Corp were as follows:~~

~~Net cash used in operating activities from discontinued operations of News Corp for the three months ended September 30, 2014 and 2013 were $17 million and $29 million, respectively.~~

Receivables ~~net~~ are presented net of an allowance for returns and doubtful accounts, which is an estimate of amounts that may not be collectible.

	As of September 30, 2014			As of June 30, 2014			As of September 30, 2015			As of June 30, 2015
	(in millions)						(in millions)
Programming rights	$	6,344		$	5,812		$	5,831		$	5,496
DVDs, Blu-rays and other merchandise		89			81			71			67
Filmed entertainment costs:
Films:
Released		1,124			1,025			1,260			1,094
Completed, not released		93			317			56			27
In production		930			819			1,018			1,170
In development or preproduction		185			151			206			185
		2,332			2,312
								2,540			2,476

Television productions:
Released		811			862			828			868
In production		556			463			535			252
In development or preproduction		1			4			-			1
		1,368			1,329
								1,363			1,121

Total filmed entertainment costs, less accumulated amortization^(a)		3,700			3,641			3,903			3,597

Total inventories, net		10,133			9,534			9,805			9,160
Less: current portion of inventories, net^(b)		(3,385	)		(3,092	)		(2,987	)		(2,749	)

Total non-current inventories, net	$	6,748		$	6,442		$	6,818		$	6,411

BSkyB’s shareholders and board of directors have authorized a share repurchase program. Since BSkyB’s market purchases of shares is subject to shareholder authorization, favorable market conditions and availability in the market, the number of shares

~~repurchased may vary from period to period.~~ The ~~current authorization is effective until~~Company’s investments were comprised of the ~~2014 annual general meeting of BSkyB shareholders. However, BSkyB’s share repurchase program was suspended in July 2014.~~following:

In July 2014, the Company participated in BSkyB’s equity offering by purchasing approximately $900 million of additional shares in BSkyB and maintained the Company’s 39% ownership interest. (See Note 2 – Acquisitions, Disposals and Other Transactions)

~~In July 2014, BSkyB~~Sky sold a portion of its investment in ITV plc, and as a result, the Company’s pro rata portion of the gain on this transaction, of approximately $280 million, is included in Equity earnings of affiliates in the Unaudited Consolidated ~~Financial Statements~~Statement of Operations for the three months ended September 30, 2014.

In July 2015, the Company invested approximately $150 million in cash for a minority equity interest in DraftKings, Inc. (“DraftKings”), a leading operator of online fantasy games and contests. The Company accounts for this investment at cost. Contemporaneous with the Company’s investment, DraftKings, as part of their wider media program, committed to spend a minimum of $250 million for media placements on the Company’s properties through December 2017.

In accordance with ASC 820, “Fair Value ~~Measurement”,~~Measurement,” fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (i) inputs that are quoted prices in active markets (“Level 1”); (ii) inputs other than quoted prices included within Level 1 that are observable, including quoted prices for similar assets or liabilities (“Level 2”); and (iii) inputs that require the entity to use its own assumptions about market participant assumptions (“Level 3”).

The tables below present information about financial assets and liabilities carried at fair value on a recurring basis:

	Fair value measurements										Fair value measurements
	As of September 30, 2014										As of September 30, 2015
Description	Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(in millions)										(in millions)
Assets
Available-for-sale securities^(a)	$	74		$	74	$	-	$	-
Derivatives^(b)		116			-		116		-
Derivatives^(a)											$	17		$	-	$	17		$	-
Liabilities
Derivatives^(a)												(29	)		-		(29	)		-
Contingent consideration^(c)(b)		(135	)		-		-		(135	)		(117	)		-		-			(117	)
Redeemable noncontrolling interests^(d)(c)		(540	)		-		-		(540	)		(616	)		-		-			(616	)

Total	$	(485	)	$	74	$	116	$	(675	)	$	(745	)	$	-	$	(12	)	$	(733	)

	As of June 30, 2014											As of June 30, 2015
Description	Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)			Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(in millions)											(in millions)
Assets
Available-for-sale securities^(a)	$	124		$	124	$	-		$	-
Investments^(d)												$	18		$	18	$	-		$	-
Derivatives^(a)													4			-		4			-
Liabilities
Derivatives^(b)		(10	)		-		(10	)		-
Contingent consideration^(c)		(134	)		-		-			(134	)
Redeemable noncontrolling interests^(d)		(541	)		-		-			(541	)
Derivatives^(a)													(34	)		-		(34	)		-
Contingent consideration^(b)													(114	)		-		-			(114	)
Redeemable noncontrolling interests^(c)													(621	)		-		-			(621	)

Total	$	(561	)	$	124	$	(10	)	$	(675	)	$	(747	)	$	18	$	(30	)	$	(735	)

The carrying value of the Company’s financial instruments, such as cash and cash equivalents, receivables, payables and cost method investments, approximates fair value.

Fair value is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market (a Level 1 measurement).

The Company uses foreign currency forward contracts primarily to hedge certain exposures to foreign currency exchange rate risks associated with revenues, the cost of producing or acquiring films and television programming as well as its investment in certain foreign ~~operations.~~operations and equity method investments.

The increase in balances as of September 30, 2014 is primarily due to the Company’s use of foreign currency forward contracts as economic hedges (not designated and qualifying as hedging instruments under ASC 815, “Derivatives and Hedging”) in connection with upcoming transactions.

The Company uses interest rate swap contracts to hedge certain exposures to interest rate risks associated with certain borrowings.

~~The following table shows~~Unrealized gains on hedging activity, before tax, of $8 million and $75 million for the ~~changes~~three months ended September 30, 2015 and 2014, respectively, are included in ~~fair value of derivatives designated as cash flow hedges and other derivatives:~~

~~The effective changes in the fair values of derivative contracts designated as cash flow hedges are reclassified from accumulated~~ other comprehensive ~~loss to net income when the underlying hedged item is recognized in earnings.~~loss. For foreign currency forward contracts designated as cash flow hedges, the Company expects to reclassify the cumulative changes in fair values, included in ~~accumulated~~Accumulated other comprehensive loss, within the next ~~12 months.~~3 years. For interest rate ~~swaps~~swap contracts designated as cash flow hedges, the Company expects to reclassify the cumulative changes in fair values, included in ~~accumulated~~Accumulated other comprehensive loss, ~~to earnings during~~within the relevant period as interest payments are made. Cash flows from the settlement of derivative contracts designated as cash flow hedges offset cash flows from the underlying hedged items and are included in operating activities in the Unaudited Consolidated Statements of Cash Flows. For net investment hedges, the Company expects to reclassify changes in fair values included in accumulated other comprehensive loss to earnings on disposal of the foreign operation.next 4 years.

Cash and cash equivalents are maintained with several financial institutions. The Company has deposits held with banks that 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 September 30, ~~2014~~2015 or June 30, ~~2014~~2015 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. AtAs of September 30, ~~2014,~~2015, the Company did not anticipate nonperformance by any of the counterparties.

Included in Borrowings within Current liabilities as of September 30, 2015 was 7.60% Senior Notes of $200 million which was retired in October 2015 and ~~other borrowings.~~principal payments on the Yankees Entertainment and Sports Network term loan facility of $44 million that are due in the next 12 months.

In ~~September 2014, 21st Century Fox America, Inc. (“21CFA”), a wholly-owned subsidiary of the Company,~~October 2015, 21CFA issued $600 million of 3.70% Senior Notes due ~~2024~~2025 and ~~$600~~$400 million of ~~4.75%~~4.95% Senior Notes due ~~2044.~~2045. The net proceeds of ~~approximately $1.19 billion~~$987 million will be used for general corporate purposes.

In fiscal 2014, Sky Deutschland amended its credit agreement to increase the size of its revolving credit facility by €78.5 million. Sky Deutschland intends to draw and utilize funds from the enhanced facility for the development of production capabilities. If Sky Deutschland does not draw and utilize the funds by December 31, 2014, this amendment to the credit agreement will be rescinded. The amendment did not materially change the terms of the original credit facility.

The following ~~table summarizes~~tables summarize changes in stockholders’ equity:

	For the three months ended September 30,
	2014										2013
	Twenty-First										Twenty-First
	Century Fox			Noncontrolling				Total			Century Fox			Noncontrolling				Total			For the three months ended September 30, 2015
	stockholders			interests				equity			stockholders			interests				equity			Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity
	(in millions)																				(in millions)
Balance, beginning of period	$	17,418		$	3,483			$	20,901		$	16,998		$	3,127			$	20,125		$	17,220		$	966			$	18,186
Net income		1,037			32		^(a)		1,069			1,255			(15	)	^(a)		1,240			675			34		^(a)		709
Other comprehensive (loss) income		(722	)		(182	)			(904	)		291			93				384
Other comprehensive loss																						(149	)		-				(149	)
Cancellation of shares, net		(1,089	)		-				(1,089	)		(742	)		-				(742	)		(1,826	)		-				(1,826	)
Dividends declared		(273	)		-				(273	)		(287	)		-				(287	)		(299	)		-				(299	)
Other		(106	)		(58	)	^(b)		(164	)		(291	)		(52	)	^(b)		(343	)		(340	)		(26	)	^(b)		(366	)

Balance, end of period	$	16,265		$	3,275			$	19,540		$	17,224		$	3,153			$	20,377		$	15,281		$	974			$	16,255

Comprehensive income is reported in the Unaudited Consolidated Statements of Comprehensive Income and consists of Net income and ~~other gains and losses,~~Other comprehensive (loss) income, including foreign currency translation adjustments, losses on interest rate swap

contracts, unrealized holding gains and losses on securities, and benefit plan adjustments, which affect stockholders’ equity, and under GAAP, are excluded from Net income.

The following ~~table summarizes~~tables summarize the activity within Other comprehensive (loss) income:

	For the three months ended September 30, 2014									For the three months ended September 30, 2015
	Before tax			Tax (provision) benefit			Net of tax			Before tax			Tax (provision) benefit			Net of tax
	(in millions)									(in millions)
Foreign currency translation adjustments
Unrealized losses	$	(1,031	)	$	131		$	(900	)	$	(157	)	$	12		$	(145	)
Amount reclassified on hedging activity^(a)		1			(1	)		-			1			-			1

Other comprehensive loss										$	(156	)	$	12		$	(144	)
Losses on interest rate swap contracts
Unrealized losses										$	(11	)	$	4		$	(7	)
Amount reclassified on hedging activity^(a)											2			-			2

Other comprehensive loss	$	(1,030	)	$	130		$	(900	)	$	(9	)	$	4		$	(5	)
Gains and losses on securities
Unrealized gains	$	262		$	(92	)	$	170
Amount reclassified on sale of securities^(b)		(277	)		97			(180	)	$	(7	)	$	3		$	(4	)

Other comprehensive loss	$	(15	)	$	5		$	(10	)	$	(7	)	$	3		$	(4	)
Benefit plan adjustments
Unrealized losses										$	(2	)	$	-		$	(2	)
Reclassification adjustments realized in net income^(c)	$	10		$	(4	)	$	6			9			(3	)		6

Other comprehensive income	$	10		$	(4	)	$	6		$	7		$	(3	)	$	4

	For the three months ended September 30, 2013									For the three months ended September 30, 2014
	Before tax			Tax (provision) benefit			Net of tax			Before tax			Tax (provision) benefit			Net of tax
	(in millions)									(in millions)
Foreign currency translation adjustments
Unrealized losses										$	(1,031	)	$	131		$	(900	)
Amount reclassified on hedging activity^(a)											1			(1	)		-

Other comprehensive loss										$	(1,030	)	$	130		$	(900	)
Gains and losses on securities
Unrealized gains	$	448		$	(57	)	$	391		$	262		$	(92	)	$	170
Amount reclassified on hedging activity^(a)		(2	)		1			(1	)
Other comprehensive income	$	446		$	(56	)	$	390
Gains and losses on securities
Unrealized losses	$	(18	)	$	6		$	(12	)
Amount reclassified on sale of securities^(b)											(277	)		97			(180	)

Other comprehensive loss	$	(18	)	$	6		$	(12	)	$	(15	)	$	5		$	(10	)
Benefit plan adjustments
Reclassification adjustments realized in net income^(c)	$	10		$	(4	)	$	6		$	10		$	(4	)	$	6

Other comprehensive income	$	10		$	(4	)	$	6		$	10		$	(4	)	$	6

The following table sets forth the Company’s computation of Income from continuing operations attributable to Twenty-First Century Fox stockholders:

The Board has authorized a stock repurchase program, under which the Company is currently authorized to acquire Class A Common Stock. ~~The remaining authorized amount under the Company’s stock repurchase program at June 30, 2014, excluding commissions, was approximately $0.6 billion.~~ In August ~~2014, the Company announced that~~2015, the Board approved an additional $6$5 billion authorization, excluding commissions, to the Company’s stock repurchase program for the repurchase of Class A Common Stock. The Company intends to complete this stock repurchase program by August ~~2015.~~2016.

The remaining authorized amount under the Company’s stock repurchase program as of September 30, ~~2014,~~2015, excluding commissions, was approximately ~~$5.2~~$3.7 billion.

The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and the Class B Common Stock:

The Company declared a dividend of ~~$0.125~~$0.150 per share on both the Class A Common Stock and Class B Common Stock in the three months ended September 30, ~~2014,~~2015, which was paid in October ~~2014~~2015 to stockholders of record on September ~~10, 2014.~~9, 2015.

On April 18, 2012, the Company announced that it suspended 50% of the voting rights of the Class B Common Stock held by stockholders who are not U.S. citizens (“Non-U.S. Stockholders”) in order to maintain compliance with U.S. law which states that no broadcast station licensee may be owned by a corporation if more than 25% of that corporation’s stock was owned or voted by Non-U.S. Stockholders, their representatives, or by any other corporation organized under the laws of a foreign country. The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations. AsUnder U.S. law, no broadcast station licensee may be owned by a corporation if more than 25% of ~~September 2014,~~its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country. In order to maintain compliance with U.S. law, the suspension of voting rights of ~~shares of~~the Class B Common Stock held by ~~Non-U.S. Stockholders was~~non-U.S. stockholders is currently at 10%. This suspension ~~of voting rights~~ will remain in place for as long as the Company deems it necessary to maintain compliance with applicable U.S. law, and may be adjusted by the Audit Committee as it deems appropriate.

On April 18, 2012, the Murdoch Family Trust and K. Rupert Murdoch (together the “Murdoch Family Interests”) entered into an agreement with the Company, whereby the Murdoch Family Interests agreed to limit their voting rights during the voting rights suspension period. Under this agreement, the Murdoch Family Interests will not vote or provide voting instructions with respect to a portion of their shares of Class B Common Stock to the extent that doing so would increase their percentage of voting power from what it was prior to the suspension of voting rights. Currently, as a result of the suspension of voting rights, the aggregate percentage vote of the Murdoch Family Interests is at ~~39.4%~~38.9% of the outstanding shares of Class B Common Stock not subject to the suspension of voting rights, and the percentage vote may be adjusted as provided in the agreement with the Company.

In August 2014, the Compensation Committee determined to convert approximately 2.1 million outstanding cash-settled equity awards granted to certain named executive officers for the fiscal 2013-2015 and fiscal 2014-2016 performance periods from cash-settled to stock-settled awards. As a result, all currently outstanding equity awards granted to the Company’s named executive officers are stock-settled and the remaining cash settled awards outstanding are not material.

The following table summarizes the Company’s equity-based compensation transactions:

As of September 30, ~~2014,~~2015, the Company’s total estimated compensation cost related to equity-based awards, not yet recognized, was approximately ~~$225~~$200 million, and is expected to be recognized over a weighted average period between ~~one~~1 and ~~two~~2 years. Compensation expense on all equity-based awards is generally recognized on a straight-line basis over the vesting period of the entire award. However, certain performance based awards are recognized on an accelerated basis.

As of September 30, 2014 and June 30, 2014, the liability for cash-settled awards was approximately $45 million and $165 million, respectively. Cash settled awards are marked-to-market at each reporting period.

The Company’s stock based awards are granted in Class A Common Stock. During the three months ended September 30, ~~2014,~~2015, approximately ~~3.9~~6.1 million performance stock units (“PSUs”) were granted and approximately 5.9 million PSUs vested.

During the three months ended September 30, 2014, approximately 3.9 million PSUs were granted and approximately 6.9 million PSUs vested. Approximately 1.7 million units of the awards that vested were settled in cash.

During the three months ended September 30, 2013, approximately 4.8 million PSUs were granted and 2.8 million PSUs vested. Approximately 2.1 million units of the awards that vested were settled in cash.

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. ~~Except for the issuance of 3.70%~~The total firm commitments and ~~4.75% Senior Notes due 2024 and 2044, respectively (See Note 8 – Borrowings), the Company’s commitments~~future debt payments as of September 30, ~~2014 have not changed significantly~~2015 and June 30, 2015 were approximately $86 billion and $75 billion, respectively. The increase from ~~disclosures included in~~June 30, 2015 was primarily due to an expanded arrangement with one of the ~~2014 Form 10-K.~~collegiate conferences for broadcast rights through 2032, a new rights agreement with a Major League Baseball team for broadcast rights through 2032 and other sports rights agreements.

The Company’s contingent guarantees as of September 30, ~~2014 have not changed significantly~~2015 and June 30, 2015 were $509 million and $1.3 billion, respectively. The decrease from ~~disclosures included~~June 30, 2015 was primarily due to the release of the Company’s obligations under a bank guarantee benefiting the Board of Control for Cricket in India (“BCCI”) in July 2015 (See Note 12 – Additional Financial Information) and the ~~2014 Form 10-K.~~expiration of a bank guarantee covering the Company’s programming rights obligations as part of the agreement with the International Cricket Council.

filed a second amended consolidated complaint, which generally repeats the allegations of the amended consolidated complaint and also expands the class period to July 8, 2009 to July 18, 2011. ~~On August 11,~~

~~2014, defendants filed motions~~Defendants moved to dismiss the second amended consolidated ~~complaint. Plaintiffs filed~~complaint, and on September 30, 2015, the court granted defendants’ motions in their ~~oppositions~~entirety and dismissed all of the plaintiffs’ claims. In its memorandum, opinion and order relating to the ~~motions on~~dismissal, the court gave plaintiffs until November 6, 2015 to file a motion for leave to amend their complaint. On October ~~24, 2014. Defendants have not yet~~21, 2015, plaintiffs filed ~~their replies.~~a motion for reconsideration of the court’s memorandum, opinion and order. The Company’s management believes the claims in the Wilder Litigation are entirely without merit, and intends to vigorously defend ~~those claims.~~this action.

In 2011, U.S. regulators and governmental authorities ~~continue~~initiated investigations with respect to ~~conduct investigations initiated in 2011 with respect~~phone hacking, illegal data access and inappropriate payments to public officials that occurred at subsidiaries of News Corp (the “U.K. Newspaper Matters”). On January 28, 2015, the Company was notified by the United States Department of Justice that it has completed its investigation relating to the U.K. Newspaper ~~Matters. The Company~~Matters, and is ~~cooperating with these investigations. It is not possible at this time~~declining to ~~estimate the liability, if any, of~~prosecute the Company ~~relating to these investigations.~~.

In connection with the Separation (as defined in Note 2 – Summary of Significant Accounting Policies in the 2015 Form 10-K under the heading “Principles of consolidation”), the Company and News Corp agreed in the Separation and Distribution Agreement that the Company will indemnify News Corp, on an after-tax basis, for payments made after the Separation 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 related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp (the “Indemnity”).

As of September 30, 2015 and June 30, ~~2014,~~2015, the Company recognized approximately ~~$80~~$60 million and $65 million, respectively, as its obligation under the Indemnity, of which ~~approximately $65 million related to the amounts~~is currently payable to News Corp and approximately $15 million for the remaining unamortized fair value of expected future payments to be made under the Indemnity. Pursuant to ASC 460, “Guarantees”, the amount provided for future payments is being amortized in a systematic pattern that reflects the release from the underlying risks and is included in (Loss) income from discontinued operations, net of tax, in the Unaudited Consolidated Statements of Operations. As of September 30, 2014, the Company has recognized approximately $70 million as its obligation under the Indemnity, of which approximately $60 million relates to amounts payable to News Corp and approximately $10 million for the remaining unamortized fair value of expected future payments to be made under the Indemnity. Pursuant to the Indemnity, theCorp. The Company made payments of ~~$17~~$7 million to News Corp during the three months ended September 30, ~~2014.~~2015 which are included in Net decrease in cash and cash equivalents from discontinued operations in the Unaudited Consolidated Statement of Cash Flows. If additional information becomes available and as payments are made, the Company will update the liability provision for the Indemnity. Any changes to the liability provision for the Indemnity in the future will impact the results of operations for that period. The liability provision for the Indemnity was estimated by probability weighting expected payments to be made to News Corp under such Agreement and discounting probability-weighted expected payments to the valuation date, using a discount rate based on the Company’s cost of debt.

It is possible that these proceedings and any adverse resolution thereof, including any fines or other penalties associated with any plea, judgment or similar result could damage the Company’s reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.

Other than as disclosed elsewhere in the notes to the Unaudited Consolidated Financial Statements, the Company is party to several other purchase and sale arrangements which become exercisable over the next ten years by the Company or the counter-party to the agreement. None of these arrangements that become or are exercisable in the next twelve months are material. Equity purchase arrangements that are exercisable by the counter-party to the agreement, and that are outside the sole control of the Company, are accounted for in accordance with ASC 480-10-S99-3A. Accordingly, the fair values of such equity purchase arrangements are classified in Redeemable noncontrolling interests.

~~The Company’s operations are subject to tax~~ Other than the arrangements classified in ~~various domestic and international jurisdictions and as a matter of course,~~Redeemable noncontrolling interests, the Company is ~~regularly audited by federal, state~~also a party to several other purchase and ~~foreign tax authorities. The Company believes it has appropriately accrued for~~sale arrangements which become exercisable at various points in time. However, these arrangements are currently either not exercisable in the ~~expected outcome of all pending tax matters and does~~next twelve months or are not ~~currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity.~~material.

The Company establishes an accrued liability for legal claims when the Company 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. Any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could affect the Company’s results of operations and financial condition. For the contingencies disclosed above for which there is at least a reasonable possibility that a loss may be incurred, other than the accrual provided, the Company was unable to estimate the amount of loss or range of loss.

The Company’s operations are subject to tax in various domestic and international jurisdictions and as a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. The Company believes it has appropriately accrued for the expected outcome of all pending tax matters and does not currently anticipate that the ultimate resolution of pending tax matters will have a material adverse effect on its consolidated financial condition, future results of operations or liquidity.

The Company is a diversified global media and entertainment company, which manages and reports its businesses in the following ~~five~~ segments:

Following the sale of the DBS businesses, the Company continues to report in five segments for comparative purposes.

The Company’s operating segments have been determined in accordance with the Company’s internal management structure, which is organized based on operating activities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment OIBDA. Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain assets, revenues and expenses.

Segment OIBDA is defined as Revenues less Operating expenses and Selling, general and administrative expenses. Segment OIBDA does not include: Amortization of cable distribution investments, Depreciation and amortization, Impairment charges, Equity earnings of affiliates, Interest expense, net, Interest income, Other, net, Income tax expense and Net income attributable to noncontrolling interests. Management believes that Segment OIBDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it 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.

Management believes that information about Total Segment OIBDA assists all users of the Company’s Unaudited Consolidated Financial Statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. Total Segment OIBDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Segment OIBDA and Total Segment OIBDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).

Total Segment OIBDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income, 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~~depreciation and amortization and ~~Impairment~~impairment charges, which are significant components in assessing the Company’s financial performance.

	For the three months ended September 30,
	2015			2014
	(in millions)
Revenues:
Cable Network Programming	$	3,464		$	3,231
Television		1,049			1,048
Filmed Entertainment		1,785			2,476
Direct Broadcast Satellite Television		-			1,449
Other, Corporate and Eliminations		(221	)		(317	)

Total revenues	$	6,077		$	7,887
Segment OIBDA:
Cable Network Programming	$	1,306		$	1,038
Television		196			174
Filmed Entertainment		149			458
Direct Broadcast Satellite Television		-			207
Other, Corporate and Eliminations		(116	)		(98	)

Total Segment OIBDA	$	1,535		$	1,779

Amortization of cable distribution investments		(20	)		(23	)
Depreciation and amortization		(128	)		(276	)
Equity earnings of affiliates		35			379
Interest expense, net		(295	)		(305	)
Interest income		9			14
Other, net		(83	)		35

Income from continuing operations before income tax expense		1,053			1,603
Income tax expense		(313	)		(503	)

Income from continuing operations		740			1,100
Loss from discontinued operations, net of tax		(3	)		(7	)

Net income		737			1,093
Less: Net income attributable to noncontrolling interests		(62	)		(56	)

Net income attributable to Twenty-First Century Fox stockholders	$	675		$	1,037

Intersegment revenues, generated by the Filmed Entertainment segment, of $170 million and $275 million for the three months ended September 30, 2015 and 2014, respectively, have been eliminated within the Other, Corporate and Eliminations segment.

Intersegment revenues, generated by the Filmed Entertainment segment, of $275 million and $249 million for the three months ended September 30, 2014 and 2013, respectively, have been eliminated within the Other, Corporate and Eliminations segment.

Depreciation and amortization for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014 include the amortization of definite lived intangible assets of ~~$102~~$59 million and ~~$139~~$102 million, respectively.

~~The following table sets forth~~For the ~~components~~three months ended September 30, 2015, the Company recorded a loss of $83 million in Other, net ~~included~~primarily due to the revision of a contingency estimate related to a past acquisition. For the three months ended September 30, 2014, the Company recorded a gain of $35 million in Other, net primarily related to the ~~Unaudited Consolidated Statements~~Company’s use of ~~Operations:~~foreign currency forward contracts as economic hedges (not designated and qualifying as hedging instruments under ASC 815, “Derivatives and Hedging”) in connection with prior transactions.

In fiscal 2015, the Company recorded restructuring charges reflecting contract termination costs at STAR related to a program rights contract with the BCCI for the Champions League Twenty20 (“CLT20”) cricket tournament through 2018. The Company paid approximately $420 million to the BCCI in July 2015 for the contract termination, including service taxes. As a result of the contract termination in June 2015, STAR no longer has the rights to broadcast future CLT20 cricket matches and has no additional payment obligations.

In May ~~2012,~~2015, 21CFA entered into a credit agreement (the “Credit Agreement”), among 21CFA as Borrower, the Company as Parent Guarantor ~~the lenders named therein, the initial issuing banks named therein, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”)~~ and ~~Citibank, N.A. as Co-Administrative Agents, JPMorgan Chase as Designated Agent and Bank of America, N.A. as Syndication Agent.~~other parties. The Credit Agreement provides a $2$1.4 billion unsecured revolving credit facility with a sub-limit of ~~$400~~$250 million (or its equivalent in Euros) available for the issuance of letters of credit and a maturity date of May 2017. Under the Credit Agreement, the Company may request an increase in the amount of the credit facility up to a maximum amount of $2.5 billion and the Company may request that the maturity date be extended for up to two additional one-year periods. Borrowings are issuable in U.S. dollars only, while letters of credit are issuable in U.S. dollars or Euros. The material terms of the agreement include the requirement that the Company maintain specific leverage ratios and limitations on secured indebtedness. Fees under the Credit Agreement will be based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current debt ratings, 21CFA pays a facility fee of 0.125% and an initial drawn cost of LIBOR plus 1.125%.2020.

The Parent Guarantor presently guarantees the senior public indebtedness of 21CFA and the guarantee is full and unconditional. The supplemental condensed consolidating financial information of the Parent Guarantor should be read in conjunction with these Unaudited Consolidated Financial Statements.

In accordance with rules and regulations of the SEC, the Company uses the equity method to account for the results of all of the non-guarantor subsidiaries, representing substantially all of the Company’s consolidated results of operations, excluding certain intercompany eliminations.

The following condensed consolidating financial statements present the results of operations, financial position and cash flows of 21CFA, the Company and the subsidiaries of the Company and the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis.

During the quarter ended September 30, 2014, we identified certain adjustments, which the Company determined were not material, related to the presentation of Earnings (losses) from subsidiary entities for the three months ended September 30, 2013 and for the year ended June 30, 2014 and Intragroup investments as at June 30, 2014. These revisions had no impact on any consolidated totals of the Supplemental Condensed Consolidating Statements of Operations for the three months ended September 30, 2013 and for the year ended June 30, 2014 and Supplemental Condensed Consolidating Balance Sheet as at June 30, 2014. These revisions impacted the amounts presented in the 21CFA column (increasing the amounts presented as Earnings (losses) from subsidiary entities, Income tax (expense) benefit and Comprehensive income (loss) attributable to Twenty-First Century Fox stockholders) and in the Reclassifications and Eliminations column in the Supplemental Condensed Consolidating Statements of Operations for the three

months ended September 30, 2013 and for the year ended June 30, 2014 and the amounts presented in the 21CFA column (increasing the Intragroup investments and Equity) and in the Reclassifications and Eliminations column in the Supplemental Condensed Consolidating Balance Sheet as at June 30, 2014. These adjustments were not reflected in the previously filed Supplemental Guarantor Information filed with our Form 10-Q filed with the SEC on November 6, 2013 and with our 2014 Form 10-K.

Accordingly, the Supplemental Condensed Consolidating Statements of Operations for the three months ended September 30, 2013 and for the year ended June 30, 2014 and Supplemental Condensed Consolidating Balance Sheet as at June 30, 2014 have been revised to reflect the immaterial adjustments described above. Fiscal 2015 amounts have been prepared to conform to this presentation. Future filings will also reflect increased 21CFA and reclassification/elimination amounts of Earnings (losses) from subsidiary entities, Income tax (expense) benefit, Comprehensive income (loss) attributable to Twenty-First Century Fox stockholders, Intragroup investments and Equity for prior periods.

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Revenues
$
-

$
-

$
7,887

$
-

$
7,887

Expenses

(88
)

-

(6,319
)

-

(6,407
)
Equity earnings of affiliates

-

-

379

-

379

Interest expense, net

(398
)

(138
)

(30
)

261

(305
)
Interest income

8

-

267

(261
)

14

Earnings (losses) from subsidiary entities

1,653

1,182

-

(2,835
)

-

Other, net

(11
)

-

46

-

35

Income (loss) from continuing operations
  before income tax expense

1,164

1,044

2,230

(2,835
)

1,603

Income tax (expense) benefit

(366
)

-

(700
)

563

(503
)
Income (loss) from continuing operations

798

1,044

1,530

(2,272
)

1,100

Loss from discontinued operations, net of tax

-

(7
)

-

-

(7
)
Net income (loss)

798

1,037

1,530

(2,272
)

1,093

Less: Net income attributable to
  noncontrolling interests

-

-

(56
)

-

(56
)
Net income (loss) attributable to Twenty-First
  Century Fox stockholders
$
798

$
1,037

$
1,474

$
(2,272
)

$
1,037

Comprehensive income (loss) attributable to
  Twenty-First Century Fox stockholders
$
7

$
315

$
589

$
(596
)

$
315

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Revenues
$
-

$
-

$
7,061

$
-

$
7,061

Expenses

(92
)

-

(5,686
)

-

(5,778
)
Equity earnings of affiliates

-

-

92

-

92

Interest expense, net

(385
)

(136
)

(5
)

254

(272
)
Interest income

1

1

260

(254
)

8

Earnings (losses) from subsidiary entities

1,356

903

-

(2,259
)

-

Other, net

278

-

(313
)

-

(35
)
Income (loss) from continuing operations
  before income tax expense

1,158

768

1,409

(2,259
)

1,076

Income tax (expense) benefit

(323
)

-

(392
)

415

(300
)
Income (loss) from continuing operations

835

768

1,017

(1,844
)

776

Income from discontinued operations, net of tax

-

487

-

-

487

Net income (loss)

835

1,255

1,017

(1,844
)

1,263

Less: Net income attributable to
  noncontrolling interests

-

-

(8
)

-

(8
)
Net income (loss) attributable to Twenty-First
  Century Fox stockholders
$
835

$
1,255

$
1,009

$
(1,844
)

$
1,255

Comprehensive income (loss) attributable to
  Twenty-First Century Fox stockholders
$
559

$
1,546

$
1,323

$
(1,882
)

$
1,546

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	-		$	-		$	6,077		$	-		$	6,077
Expenses		(106	)		-			(4,584	)		-			(4,690	)
Equity (losses) earnings of affiliates		(1	)		-			36			-			35
Interest expense, net		(398	)		(176	)		(20	)		299			(295	)
Interest income		-			2			306			(299	)		9
Earnings from subsidiary entities		1,452			852			-			(2,304	)		-
Other, net		13			-			(96	)		-			(83	)

Income from continuing operations before income tax expense		960			678			1,719			(2,304	)		1,053
Income tax expense		(285	)		-			(511	)		483			(313	)

Income from continuing operations		675			678			1,208			(1,821	)		740
Loss from discontinued operations, net of tax		-			(3	)		-			-			(3	)

Net income		675			675			1,208			(1,821	)		737
Less: Net income attributable to noncontrolling interests		-			-			(62	)		-			(62	)

Net income attributable to Twenty-First Century Fox stockholders	$	675		$	675		$	1,146		$	(1,821	)	$	675

Comprehensive income attributable to Twenty-First Century Fox stockholders	$	485		$	526		$	887		$	(1,372	)	$	526

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	-		$	-		$	7,887		$	-		$	7,887
Expenses		(88	)		-			(6,319	)		-			(6,407	)
Equity earnings of affiliates		-			-			379			-			379
Interest expense, net		(398	)		(138	)		(30	)		261			(305	)
Interest income		8			-			267			(261	)		14
Earnings from subsidiary entities		1,653			1,182			-			(2,835	)		-
Other, net		(11	)		-			46			-			35

Income from continuing operations before income tax expense		1,164			1,044			2,230			(2,835	)		1,603
Income tax expense		(366	)		-			(700	)		563			(503	)

Income from continuing operations		798			1,044			1,530			(2,272	)		1,100
Loss from discontinued operations, net of tax		-			(7	)		-			-			(7	)

Net income		798			1,037			1,530			(2,272	)		1,093
Less: Net income attributable to noncontrolling interests		-			-			(56	)		-			(56	)

Net income attributable to Twenty-First Century Fox stockholders	$	798		$	1,037		$	1,474		$	(2,272	)	$	1,037

Comprehensive income attributable to Twenty-First Century Fox stockholders	$	7		$	315		$	589		$	(596	)	$	315

	21st Century Fox America, Inc.		Twenty-First Century Fox		Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents	$	764	$	3,831	$	1,235		$	-		$	5,830
Receivables, net		28		4		6,006			(4	)		6,034
Inventories, net		-		-		2,987			-			2,987
Other		29		-		313			-			342

Total current assets		821		3,835		10,541			(4	)		15,193

Non-current assets:
Receivables, net		15		-		371			-			386
Inventories, net		-		-		6,818			-			6,818
Property, plant and equipment, net		227		-		1,440			-			1,667
Intangible assets, net		-		-		6,263			-			6,263
Goodwill		-		-		12,514			-			12,514
Other non-current assets		388		-		370			-			758
Investments:
Investments in associated companies and other investments		205		22		4,171			-			4,398
Intragroup investments		94,261		53,699		-			(147,960	)		-

Total investments		94,466		53,721		4,171			(147,960	)		4,398

TOTAL ASSETS	$	95,917	$	57,556	$	42,488		$	(147,964	)	$	47,997

LIABILITIES AND EQUITY
Current liabilities:
Borrowings	$	200	$	-	$	44		$	-		$	244
Other current liabilities		436		453		5,863			(4	)		6,748

Total current liabilities		636		453		5,907			(4	)		6,992

Non-current liabilities:
Borrowings		17,278		-		1,489			-			18,767
Other non-current liabilities		517		-		4,850			-			5,367
Intercompany		36,667		41,822		(78,489	)		-			-
Redeemable noncontrolling interests		-		-		616			-			616
Total equity		40,819		15,281		108,115			(147,960	)		16,255

TOTAL LIABILITIES AND EQUITY	$	95,917	$	57,556	$	42,488		$	(147,964	)	$	47,997

	21st Century Fox America, Inc.		Twenty-First Century Fox		Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
ASSETS
Current assets:
Cash and cash equivalents	$	767	$	5,913	$	1,748		$	-		$	8,428
Receivables, net		11		-		5,902			(1	)		5,912
Inventories, net		-		-		2,749			-			2,749
Other		14		-		273			-			287

Total current assets		792		5,913		10,672			(1	)		17,376

Non-current assets:
Receivables, net		15		-		379			-			394
Inventories, net		-		-		6,411			-			6,411
Property, plant and equipment, net		230		-		1,492			-			1,722
Intangible assets, net		-		-		6,320			-			6,320
Goodwill		-		-		12,513			-			12,513
Other non-current assets		384		-		402			-			786
Investments:
Investments in associated companies and other investments		50		22		4,457			-			4,529
Intragroup investments		92,821		53,278		-			(146,099	)		-

Total investments		92,871		53,300		4,457			(146,099	)		4,529

TOTAL ASSETS	$	94,292	$	59,213	$	42,646		$	(146,100	)	$	50,051

LIABILITIES AND EQUITY
Current liabilities:
Borrowings	$	200	$	-	$	44		$	-		$	244
Other current liabilities		467		74		6,478			(1	)		7,018

Total current liabilities		667		74		6,522			(1	)		7,262

Non-current liabilities:
Borrowings		17,278		-		1,517			-			18,795
Other non-current liabilities		571		-		4,616			-			5,187
Intercompany		35,999		41,919		(77,918	)		-			-
Redeemable noncontrolling interests		-		-		621			-			621
Total equity		39,777		17,220		107,288			(146,099	)		18,186

TOTAL LIABILITIES AND EQUITY	$	94,292	$	59,213	$	42,646		$	(146,100	)	$	50,051

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Revenues
$
1

$
-

$
31,866

$
-

$
31,867

Expenses

(345
)

-

(26,034
)

-

(26,379
)
Equity earnings of affiliates

1

-

621

-

622

Interest expense, net

(1,561
)

(513
)

(47
)

1,000

(1,121
)
Interest income

3

3

1,020

(1,000
)

26

Earnings (losses) from subsidiary entities

6,530

4,200

-

(10,730
)

-

Other, net

590

82

(498
)

-

174

Income (loss) from continuing operations
  before income tax expense

5,219

3,772

6,928

(10,730
)

5,189

Income tax (expense) benefit

(1,279
)

-

(1,699
)

1,706

(1,272
)
Income (loss) from continuing operations

3,940

3,772

5,229

(9,024
)

3,917

(Loss) income from discontinued operations,
  net of tax

(13
)

742

-

-

729

Net income (loss)

3,927

4,514

5,229

(9,024
)

4,646

Less: Net income attributable to
  noncontrolling interests

-

-

(132
)

-

(132
)
Net income (loss) attributable to Twenty-First
  Century Fox stockholders
$
3,927

$
4,514

$
5,097

$
(9,024
)

$
4,514

Comprehensive income (loss) attributable to
  Twenty-First Century Fox stockholders
$
4,390

$
4,799

$
5,572

$
(9,962
)

$
4,799

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations		Twenty-First Century Fox and Subsidiaries
Operating activities:
Net cash provided by (used in) operating activities from continuing operations	$	162		$	(202	)	$	(265	)	$	-	$	(305	)

Investing activities:
Property, plant and equipment		(2	)		-			(32	)		-		(34	)
Investments		(156	)		(2	)		(91	)		-		(249	)

Net cash used in investing activities from continuing operations		(158	)		(2	)		(123	)		-		(283	)

Financing activities:
Borrowings		-			-			91			-		91
Repayment of borrowings		-			-			(119	)		-		(119	)
Excess tax benefit from equity-based compensation		-			11			-			-		11
Repurchase of shares		-			(1,889	)		-			-		(1,889	)
Dividends paid and distributions		-			-			(56	)		-		(56	)
Purchase of subsidiary shares from noncontrolling interests		-			-			(3	)		-		(3	)

Net cash used in financing activities from continuing operations		-			(1,878	)		(87	)		-		(1,965	)

Discontinued operations:
Net decrease in cash and cash equivalents from discontinued operations		(7	)		-			-			-		(7	)

Net decrease in cash and cash equivalents		(3	)		(2,082	)		(475	)		-		(2,560	)
Cash and cash equivalents, beginning of year		767			5,913			1,748			-		8,428
Exchange movement on cash balances		-			-			(38	)		-		(38	)

Cash and cash equivalents, end of period	$	764		$	3,831		$	1,235		$	-	$	5,830

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

ASSETS

Current assets:

Cash and cash equivalents
$
457

$
2,466

$
1,733

$
-

$
4,656

Receivables, net

24

15

6,338

(27
)

6,350

Inventories, net

-

-

3,385

-

3,385

Other

109

1

449

-

559

Total current assets

590

2,482

11,905

(27
)

14,950

Non-current assets:

Receivables

15

-

468

-

483

Inventories, net

-

-

6,748

-

6,748

Property, plant and equipment, net

160

-

2,634

-

2,794

Intangible assets, net

-

-

7,831

-

7,831

Goodwill

-

-

17,609

-

17,609

Other

420

-

142

-

562

Investments:

Investments in associated companies
and other investments

42

19

3,673

-

3,734

Intragroup investments

82,371

46,822

-

(129,193
)

-

Total investments

82,413

46,841

3,673

(129,193
)

3,734

TOTAL ASSETS
$
83,598

$
49,323

$
51,010

$
(129,220
)

$
54,711

LIABILITIES AND EQUITY

Current liabilities:

Borrowings
$
750

$
-

$
64

$
-

$
814

Other current liabilities

400

342

7,629

(27
)

8,344

Total current liabilities

1,150

342

7,693

(27
)

9,158

Non-current liabilities:

Borrowings

17,479

-

1,916

-

19,395

Other non-current liabilities

303

-

5,775

-

6,078

Intercompany

32,594

32,716

(65,310
)

-

-

Redeemable noncontrolling interests

-

-

540

-

540

Equity

32,072

16,265

100,396

(129,193
)

19,540

TOTAL LIABILITIES AND EQUITY
$
83,598

$
49,323

$
51,010

$
(129,220
)

$
54,711

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations		Twenty-First Century Fox and Subsidiaries
Operating activities:
Net cash (used in) provided by operating activities from continuing operations	$	(1,238	)	$	571		$	1,124		$	-	$	457

Investing activities:
Property, plant and equipment		(17	)		-			(110	)		-		(127	)
Investments		(4	)		-			(959	)		-		(963	)
Proceeds from dispositions, net		69			-			-			-		69

Net cash provided by (used in) investing activities from continuing operations		48			-			(1,069	)		-		(1,021	)

Financing activities:
Borrowings		1,191			-			98			-		1,289
Repayment of borrowings		-			-			(114	)		-		(114	)
Excess tax benefit from equity-based compensation		-			48			-			-		48
Repurchase of shares		-			(1,273	)		-			-		(1,273	)
Dividends paid and distributions		-			-			(82	)		-		(82	)

Net cash provided by (used in) financing activities from continuing operations		1,191			(1,225	)		(98	)		-		(132	)

Discontinued operations:
Net decrease in cash and cash equivalents from discontinued operations		(17	)		-			-			-		(17	)

Net decrease in cash and cash equivalents		(16	)		(654	)		(43	)		-		(713	)
Cash and cash equivalents, beginning of year		473			3,120			1,822			-		5,415
Exchange movement on cash balances		-			-			(46	)		-		(46	)

Cash and cash equivalents, end of period	$	457		$	2,466		$	1,733		$	-	$	4,656

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

ASSETS

Current assets:

Cash and cash equivalents
$
473

$
3,120

$
1,822

$
-

$
5,415

Receivables, net

3

-

6,466

(1
)

6,468

Inventories, net

-

-

3,092

-

3,092

Other

10

-

391

-

401

Total current assets

486

3,120

11,771

(1
)

15,376

Non-current assets:

Receivables

16

-

438

-

454

Inventories, net

-

-

6,442

-

6,442

Property, plant and equipment, net

145

-

2,786

-

2,931

Intangible assets, net

-

-

8,072

-

8,072

Goodwill

-

-

18,052

-

18,052

Other

410

-

197

-

607

Investments:

Investments in associated companies
and other investments

113

19

2,727

-

2,859

Intragroup investments

80,714

46,499

-

(127,213
)

-

Total investments

80,827

46,518

2,727

(127,213
)

2,859

TOTAL ASSETS
$
81,884

$
49,638

$
50,485

$
(127,214
)

$
54,793

LIABILITIES AND EQUITY

Current liabilities:

Borrowings
$
750

$
-

$
49

$
-

$
799

Other current liabilities

516

85

7,457

(1
)

8,057

Total current liabilities

1,266

85

7,506

(1
)

8,856

Non-current liabilities:

Borrowings

16,279

-

1,980

-

18,259

Other non-current liabilities

316

-

5,920

-

6,236

Intercompany

33,276

32,135

(65,411
)

-

-

Redeemable noncontrolling interests

-

-

541

-

541

Equity

30,747

17,418

99,949

(127,213
)

20,901

TOTAL LIABILITIES AND EQUITY
$
81,884

$
49,638

$
50,485

$
(127,214
)

$
54,793

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Operating activities:

Net cash (used in) provided by operating
  activities from continuing operations
$
(1,238
)

$
571

$
1,124

$
-

$
457

Investing activities:

Property, plant and equipment

(17
)

-

(110
)

-

(127
)
Investments

(4
)

-

(959
)

-

(963
)
Proceeds from dispositions

69

-

-

-

69

Net cash provided by (used in) investing
  activities from continuing operations

48

-

(1,069
)

-

(1,021
)
Financing activities:

Borrowings

1,191

-

98

-

1,289

Repayment of borrowings

-

-

(114
)

-

(114
)
Issuance of shares

-

48

-

-

48

Repurchase of shares

-

(1,273
)

-

-

(1,273
)
Dividends paid

-

-

(82
)

-

(82
)
Net cash provided by (used in) financing
  activities from continuing operations

1,191

(1,225
)

(98
)

-

(132
)
Discontinued operations:

Net decrease in cash and cash equivalents
  from discontinued operations

(17
)

-

-

-

(17
)
Net decrease in cash and cash equivalents

(16
)

(654
)

(43
)

-

(713
)
Cash and cash equivalents, beginning of
  year

473

3,120

1,822

-

5,415

Exchange movement on cash balances

-

-

(46
)

-

(46
)
Cash and cash equivalents, end of period
$
457

$
2,466

$
1,733

$
-

$
4,656

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Operating activities:

Net cash (used in) provided by operating
  activities from continuing operations
$
(969
)

$
893

$
421

$
-

$
345

Investing activities:

Property, plant and equipment

(1
)

-

(170
)

-

(171
)
Investments

(1
)

-

(157
)

-

(158
)
Proceeds from dispositions

-

-

3

-

3

Net cash used in investing
  activities from continuing operations

(2
)

-

(324
)

-

(326
)
Financing activities:

Borrowings

987

-

-

-

987

Issuance of shares

-

66

-

-

66

Repurchase of shares

-

(913
)

-

-

(913
)
Dividends paid

-

-

(58
)

-

(58
)
Purchase of subsidiary shares from
  noncontrolling interests

-

-

(75
)

-

(75
)
Distribution to News Corporation

-

(10
)

-

-

(10
)
Net cash provided by (used in) financing
  activities from continuing operations

987

(857
)

(133
)

-

(3
)
Discontinued operations:

Net decrease in cash and cash equivalents
  from discontinued operations

(29
)

-

-

-

(29
)
Net (decrease) increase in cash and cash
  equivalents

(13
)

36

(36
)

-

(13
)
Cash and cash equivalents, beginning of
  year

524

3,956

2,179

-

6,659

Exchange movement on cash balances

-

-

35

-

35

Cash and cash equivalents, end of period
$
511

$
3,992

$
2,178

$
-

$
6,681

This document 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. 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 document and include statements regarding the intent, belief or current expectations of Twenty-First Century Fox, Inc., its directors or its officers with respect to, among other things, trends affecting Twenty-First Century Fox, Inc.’s financial condition or results of operations. The readers of this document 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 factors is set forth under the heading Part II “Other Information,” Item 1A “Risk Factors” in this report. Twenty-First Century Fox, Inc. 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 Twenty-First Century Fox, Inc. with the Securities and Exchange Commission (the “SEC”). This section should be read together with the Unaudited Consolidated Financial Statements of Twenty-First Century Fox, Inc. and related notes set forth elsewhere herein and Twenty-First Century Fox, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2014~~2015 as filed with the SEC on August ~~14, 2014~~13, 2015 (the ~~“2014~~“2015 Form 10-K”).

Management’s discussion and analysis of financial condition and results of operations is intended to help provide an understanding of Twenty-First Century Fox, Inc. and its subsidiaries’ (together, “Twenty-First Century Fox” or the “Company”) financial condition, changes in financial condition and results of operations. This discussion is organized as follows:

The Company is a diversified global media and entertainment company, which manages and reports its businesses in the following ~~five~~ segments:

Following the sale of the DBS businesses, the Company continues to report in five segments for comparative purposes, and there is no current activity in the DBS segment.

The Company’s cable networks, which target various demographics, derive a majority of their revenues from monthly affiliate fees received from multi-channel video programming distributors (“MVPDs”) based on the number of their subscribers. Affiliate fee revenues are net of the amortization of cable distribution investments (capitalized fees paid to U.S. MVPDs to typically facilitate the carriage of a domestic cable network). The Company defers the cable distribution investments and amortizes the amounts on a straight-line basis over the contract period. Cable television and direct broadcast satellite are currently the predominant means of distribution of the Company’s program services in the U.S. Internationally, distribution technology varies region by region.

The television operations derive revenues primarily from the sale of advertising, and to a lesser extent, retransmission consent revenue. Adverse changes in general market conditions for advertising may affect revenues.

U.S. law governing retransmission consent revenue provides a mechanism for the television stations owned by the Company to seek and obtain payment from MVPDs who carry the Company’s broadcast signals. Retransmission consent revenue consists of per subscriber-based compensatory fees paid to the Company by MVPDs that distribute the signals of the Company’s owned and operated television stations. The Company also receives compensation from independently-owned television stations that are affiliated with FOX and receive retransmission consent fees from MVPDs for their signals.

The most significant operating expenses of the Cable Network Programming segment and the Television segment are the acquisition and production expenses related to programming, marketing and promotional expenses and the expenses related to operating the technical facilities of the cable network or broadcaster. Marketing and promotional expenses relate to improving the market visibility and awareness of the cable network or broadcaster and its programming. Additional expenses include sales commissions paid to the in-house advertising sales force, as well as salaries, employee benefits, rent and other routine overhead expenses.

The profitability of U.S. national sports contracts and international sports rights agreements is based on the Company’s best estimates at September 30, 2015 of attributable revenues and costs; such estimates may change in the future and such changes may be significant. Should revenues decline from estimates applied at September 30, 2015, additional amortization of rights may be recorded. Should revenues improve as compared to estimated revenues, the Company may have improved results related to the contract, which may be recognized over the remaining contract term.

The Filmed Entertainment segment derives revenue from the production and distribution of live-action and animated motion pictures and television series. In general, motion pictures produced or acquired for distribution by the Company are exhibited in U.S. and foreign theaters, followed by home entertainment, including sale and rental of DVDs and Blu-rays, licensing through digital distribution platforms, premium subscription television, network television and basic cable and syndicated television exploitation. Television series initially produced for the networks and first-run syndication are generally licensed to domestic and international markets concurrently and subsequently released in seasonal DVD and Blu-ray box sets and made available via digital distribution platforms. More successful series are later syndicated in domestic markets. The length of the revenue cycle for television series will vary depending on the number of seasons a series remains in active production and, therefore, may cause fluctuations in operating results. License fees received for television exhibition (including international and U.S. premium television and basic cable television) are recorded as revenue in the period that licensed films or programs are available for such exhibition, which may cause substantial fluctuations in operating results.

The revenues and operating results of the Filmed Entertainment segment are significantly affected by the timing of the Company’s theatrical and home entertainment releases, the number of its original and returning television series that are aired by television networks and cable channels and the number of its television series in off-network syndication. Theatrical and home entertainment release dates are determined by several factors, including timing of vacation and holiday periods and competition in the

marketplace. The distribution windows for the release of motion pictures theatrically and in various home entertainment products and services (including subscription rentals, rental kiosks and digital distribution platforms), have been compressing and may continue to change in the future. A further reduction in timing between theatrical and home entertainment releases could adversely affect the revenues and operating results of this segment.

The Company enters into arrangements with third parties to co-produce ~~many~~certain of its theatrical and television productions. These arrangements, which are referred to as co-financing arrangements, take various forms. The parties to these arrangements, primarily in theatrical productions, include studio and non-studio entities both domestic and ~~foreign.~~international. In several of these agreements, other parties control certain distribution rights. The Filmed Entertainment segment records the amounts received for the sale of an economic interest as a reduction of the cost of the film, as the investor assumes full risk for that portion of the film asset acquired in these transactions. The substance of these arrangements is that the third-party investors own an interest in the film and, therefore, receive a participation based on the ~~respective~~ third-party ~~investor’s~~investors’ contractual interest in the profits or losses incurred on the film. Consistent with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 926, “Entertainment—Films” (“ASC 926”), the estimate of athe third-party investor’s interest in profits or losses on the film is based on total estimated ultimate revenues.

Operating costs incurred by the Filmed Entertainment segment include: exploitation costs, primarily theatrical prints and advertising and home entertainment marketing and manufacturing costs; amortization of capitalized production, overhead and interest

costs; and participations and talent residuals. Selling, general and administrative expenses include salaries, employee benefits, rent and other routine overhead expenses.

The Direct Broadcast Satellite Television (“DBS”) segment derives revenues principally from subscriber fees. The Company believes that the quality and variety of programming, audio and interactive programming including personal video recorders, quality of picture including high definition channels, access to services, customer service and price are the key elements for gaining and maintaining market share.

The DBS segment’s most significant operating expenses are those related to the acquisition of entertainment, movie and sports programming and subscribers and the expenses related to operating the technical facilities. Operating expenses related to sports programming are generally recognized over the course of the related sport season, which may cause fluctuations in the operating results of this segment.

The continued challenging economic environment in Europe has contributed to a reduction in consumer spending and has posed challenges for subscriber retention and growth. If this trend continues, it could have a material effect on the operating results of the DBS segment.

~~The Other, Corporate and Eliminations segment consists primarily of corporate overhead and eliminations and other businesses.~~

~~In October 2014,~~See Note 2 – Acquisitions, Disposals and Other Transactions and Note 5 – Investments to the ~~Company acquired two San Francisco-Bay area television stations, KTVU-TV FOX 2 and KICU-TV 36, from Cox Media Group in exchange~~accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox for a discussion of the Company’s ~~FOX affiliated stations WHBQ-TV FOX 13 and WFXT-TV FOX 25, located in the Memphis and Boston markets, respectively.~~business developments.

In October 2014, the Company and funds managed by Apollo Global Management, LLC (“Apollo”) agreed to form a joint venture to which the Company will contribute its interests in the Shine Group and cash, comprising an aggregate carrying value of approximately $800 million. The joint venture will be comprised of the Shine Group, Endemol, and the CORE Media Group and will be jointly managed by the Company and Apollo, with each owning 50%. The agreements are subject to regulatory approvals and customary closing conditions. The transaction is expected to be completed by the end of the second quarter of fiscal 2015, and upon completion, the Shine Group will thereafter cease to be a consolidated subsidiary of the Company.

In July 2014, the Company entered into agreements with British Sky Broadcasting Group plc (“BSkyB”) to sell its 100% and 57% (on a fully diluted basis) ownership stakes in Sky Italia and Sky Deutschland AG (“Sky Deutschland”), respectively, for approximately $8.7 billion (based on foreign currency exchange rates as of September 30, 2014) comprised of approximately $8.1 billion in cash and the transfer to the Company of BSkyB’s 21% interest in NGC Network International LLC and NGC Network Latin America LLC (collectively “NGC International”), increasing the Company’s ownership stake to 73% in NGC International. In connection with this transaction, the Company participated in BSkyB’s equity offering in July 2014 by purchasing additional shares in BSkyB for approximately $900 million and maintained the Company’s 39% ownership interest. On October 6, 2014, BSkyB shareholders approved the agreements; however the agreements are subject to customary closing conditions. The sale is expected to be completed in the second quarter of fiscal 2015, and upon completion, Sky Italia and Sky Deutschland will thereafter cease to be consolidated subsidiaries of the Company.

In January 2011, the Company purchased a convertible bond from Sky Deutschland for approximately $225 million. In October 2014, the Company exercised its right to convert the bonds into 53.9 million Sky Deutschland shares increasing the Company’s ownership interest to 57%.

~~In July 2014, the Company sold its entire interest in Bona Film Group for approximately $70 million in cash.~~

Results of Operations—For the three months ended September 30, ~~2014~~2015 versus the three months ended September 30, ~~2013~~2014

The following ~~table sets~~tables set forth the Company’s operating results for the three months ended September 30, ~~2014,~~2015, as compared to the three months ended September 30, ~~2013.~~2014, including presentation of Revenues by component excluding the DBS segment and related intersegment eliminations.

	For the three months ended September 30,										For the three months ended September 30,
	2014			2013			% Change				2015			2014			% Change
	(in millions, except %)										(in millions, except %)
Revenues:
Affiliate fees	$	2,432		$	2,102			16		%	$	2,686		$	2,432			10		%
Subscription		1,359			1,305			4		%		-			1,359			(100	)	%
Advertising		1,734			1,665			4		%		1,599			1,734			(8	)	%
Content		2,262			1,912			18		%		1,725			2,262			(24	)	%
Other		100			77			30		%		67			100			(33	)	%

Total revenues		7,887			7,061			12		%		6,077			7,887			(23	)	%
Operating expenses		(5,052	)		(4,447	)		14		%		(3,673	)		(5,052	)		(27	)	%
Selling, general and administrative		(1,079	)		(1,018	)		6		%		(889	)		(1,079	)		(18	)	%
Depreciation and amortization		(276	)		(313	)		(12	)	%		(128	)		(276	)		(54	)	%
Equity earnings of affiliates		379			92		**					35			379			(91	)	%
Interest expense, net		(305	)		(272	)		12		%		(295	)		(305	)		(3	)	%
Interest income		14			8			75		%		9			14			(36	)	%
Other, net		35			(35	)	**					(83	)		35		**

Income from continuing operations before income tax expense		1,603			1,076			49		%		1,053			1,603			(34	)	%
Income tax expense		(503	)		(300	)		68		%		(313	)		(503	)		(38	)	%

Income from continuing operations		1,100			776			42		%		740			1,100			(33	)	%
(Loss) income from discontinued operations, net of tax		(7	)		487		**
Loss from discontinued operations, net of tax												(3	)		(7	)		(57	)	%

Net income		1,093			1,263			(13	)	%		737			1,093			(33	)	%
Less: Net income attributable to noncontrolling interests		(56	)		(8	)	**					(62	)		(56	)		11		%

Net income attributable to Twenty-First Century Fox stockholders	$	1,037		$	1,255			(17	)	%	$	675		$	1,037			(35	)	%

Overview – The Company’s revenues ~~increased 12%~~decreased 23% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015. The changes in revenues were primarily due to the effect of the sale of the DBS businesses in November 2014. Excluding the activity of the DBS businesses, the Company’s revenues decreased 6% for the three months ended September 30, 2015, as ~~a result~~compared to the corresponding period of ~~higher~~fiscal 2015, primarily due to lower content ~~and~~revenues partially offset by higher affiliate fee revenues. The ~~increase~~decrease in content ~~revenue~~revenues was primarily ~~due~~attributable to ~~higher~~lower worldwide theatrical revenues ~~led by~~ ~~Dawn~~and the effect of the ~~Planet~~disposition of ~~the Apes, and an increase~~Shine Group in ~~network, syndication and digital distribution revenues from television productions.~~December 2014. The increase in affiliate fee ~~revenue~~revenues was primarily ~~attributable~~due to higher average rates per subscriber across most ~~channels and the acquisition of the majority interest~~channels. The decrease in ~~the Yankees Entertainment and Sports Network (the “YES Network”). The strengthening of the U.S. dollar against local currencies resulted in a~~ revenue ~~decrease of approximately $25 million~~ for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014.~~2015, includes decreases of approximately $200 million, due to the strengthening of the U.S. dollar against local currencies.

Operating expenses ~~increased 14%~~decreased 27% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to ~~increased~~the sale of the DBS businesses and lower operating expenses at the ~~Cable Network Programming and~~ Filmed Entertainment ~~segments~~segment of approximately $330 ~~million and $200 million, respectively.~~million. The increase at the Cable Network Programming segment was primarily due to higher programming costs related to the continued investment in new shows at FX Networks (“FX”) and the new sports networks, STAR Sports and Fox Sports 1 (“FS1”), and the acquisition of the majority interest in the YES Network. The increasedecrease at the Filmed Entertainment segment was primarily due to ~~higher~~lower production amortization and participation costs related to ~~the~~ motion picture ~~production~~ and television ~~programming businesses.~~productions and the disposition of Shine Group.

Selling, general and administrative expenses ~~increased 6%~~decreased 18% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to ~~increased selling, general and administrative expenses at~~ the ~~Cable Network Programming segment. The increase at~~sale of the ~~Cable Network Programming segment was primarily attributable to the continued investment in new channels~~DBS businesses and the ~~effect~~disposition of ~~the acquisition of the majority interest in the YES Network.~~Shine Group.

Depreciation and amortization, including the amortization of acquired identifiable intangible assets, decreased ~~12%~~54% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to lower depreciation and amortization ~~at the DBS segment~~ as a result of the ~~change in the amortization of~~ ~~Sky Deutschland’s intangible assets. This decrease was~~ ~~partially offset~~

~~by the~~ ~~amortization of acquired identifiable intangible assets resulting from the~~ ~~acquisition~~sale of the ~~majority interest in the YES Network in February 2014.~~DBS businesses.

Equity earnings of affiliates – Equity earnings of affiliates ~~increased $287~~decreased $344 million for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014.~~2015. The ~~increase~~decrease was primarily due to ~~higher~~the lower results at ~~BSkyB which included~~Sky due to the comparative effect of the Company’s proportionate share of the gain, of approximately $280 million, related to ~~BSkyB’s~~Sky’s sale of a portion of its investment in ITV ~~plc.~~plc in fiscal 2015. Also contributing to this decrease were the results at Endemol Shine Group, an affiliate from December 2014, and lower results at Hulu LLC.

Interest expense, net –Interest expense, net ~~increased $33 million~~remained relatively constant for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal 2014, primarily due to higher average debt outstanding due to the debt consolidated in connection with the acquisition of the majority interest in the YES Network in February 2014, as well as the issuance in September 2014 of $600 million of 3.70% Senior Notes due 2024 and $600 million of 4.75% Senior Notes due 2044.2015.

See Note 12 – Additional Financial Information to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox.

Income tax expense – The Company’s effective income tax rate for the three months ended September 30, 2015 was 30%, which was lower than the statutory rate of 35% primarily due to a 2% benefit from foreign tax credits related to the Company’s foreign operations and permanent items.

The Company’s effective income tax rate for the three months ended September 30, 2014 was 31%, which was lower than the statutory rate of 35%, primarily due to a 3% rate reduction from the Company’s foreign operations due to tax credits and deductions arising from a corporate restructuring as well as permanent differences.

The Company's effective income tax rate for the three months ended September 30, 2013 was 28%, which was lower than the statutory rate of 35%, primarily due to a 6% rate reduction from the Company’s foreign operations due to tax credits and deductions arising from corporate restructuring.

~~(Loss) income from discontinued operations, net of tax~~ – For the three months ended September 30, 2014, the Company recorded a loss from discontinued operations of $7 million, as compared to income of $487 million in the corresponding period of fiscal 2014. The change was primarily due to the absence of income from discontinued operations as a result of the recognition in the three months ended September 30, 2013 of a tax refund paid to News Corp and then transferred to the Company in accordance with the tax sharing and indemnification agreement entered into at the time of the Separation (See Note 3 – Discontinued Operations in the accompanying Unaudited Consolidated Financial Statements). Prior to the Separation, a subsidiary of News Corp had filed for refunds to claim certain losses in a foreign jurisdiction.

Net income – Net income decreased for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to the decrease in ~~income from discontinued operations partially offset by the increase in~~ Equity earnings of ~~affiliates.~~affiliates and lower operating results.

Net income attributable to noncontrolling interests – ~~The change in~~ Net income attributable to noncontrolling interests remained relatively constant for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014, was primarily due to the improved performance at Sky Deutschland and the inclusion of the YES Network noncontrolling interest as a result of its consolidation beginning February 2014.~~2015.

Total Segment OIBDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as ~~Depreciation~~depreciation and amortization and ~~Impairment~~impairment charges, which are significant components in assessing the Company’s financial performance.

The following table reconciles Total Segment OIBDA to Income from continuing operations before income tax expense for the three months ended September 30, ~~2014,~~2015, as compared to the three months ended September 30, ~~2013.~~2014.

	For the three months ended September 30,													For the three months ended September 30,
	2014			2013			Change			% Change				2015			2014			% Change
	(in millions, except %)													(in millions, except %)
Revenues	$	7,887		$	7,061		$	826			12		%	$	6,077		$	7,887			(23	)	%
Operating expenses		(5,052	)		(4,447	)		(605	)		14		%		(3,673	)		(5,052	)		(27	)	%
Selling, general and administrative		(1,079	)		(1,018	)		(61	)		6		%		(889	)		(1,079	)		(18	)	%
Amortization of cable distribution investments		23			22			1			5		%		20			23			(13	)	%

Total Segment OIBDA		1,779			1,618			161			10		%		1,535			1,779			(14	)	%
Amortization of cable distribution investments		(23	)		(22	)		(1	)		5		%		(20	)		(23	)		(13	)	%
Depreciation and amortization		(276	)		(313	)		37			(12	)	%		(128	)		(276	)		(54	)	%
Equity earnings of affiliates		379			92			287		**					35			379			(91	)	%
Interest expense, net		(305	)		(272	)		(33	)		12		%		(295	)		(305	)		(3	)	%
Interest income		14			8			6			75		%		9			14			(36	)	%
Other, net		35			(35	)		70		**					(83	)		35		**

Income from continuing operations before income tax expense	$	1,603		$	1,076		$	527			49		%	$	1,053		$	1,603			(34	)	%

The following tables set forth the Company’s Revenues and Segment OIBDA for the three months ended September 30, ~~2014,~~2015, as compared to the three months ended September 30, ~~2013.~~2014, including presentation of Revenues excluding the DBS segment and related intersegment eliminations.

	For the three months ended September 30,													For the three months ended September 30,
	2014			2013			Change			% Change				2015			2014			% Change
	(in millions, except %)													(in millions, except %)
Revenues:
Cable Network Programming	$	3,231		$	2,810		$	421			15		%	$	3,464		$	3,231			7		%
Television		1,048			1,048			-			-		%		1,049			1,048			-
Filmed Entertainment		2,476			2,120			356			17		%		1,785			2,476			(28	)	%
Direct Broadcast Satellite Television		1,449			1,390			59			4		%		-			1,449			(100	)	%
Other, Corporate and Eliminations		(317	)		(307	)		(10	)		(3	)	%		(221	)		(317	)		30		%

Total revenues	$	7,887		$	7,061		$	826			12		%	$	6,077		$	7,887			(23	)	%
Less: Direct Broadcast Satellite Television, net of eliminations															-			(1,404	)		(100	)	%

Adjusted total revenues														$	6,077		$	6,483			(6	)	%

Cable Network Programming ~~(41%~~(57% and ~~40%~~41% of the Company’s consolidated revenues in the first three months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three months ended September 30, ~~2014,~~2015, revenues at the Cable Network Programming segment increased ~~$421~~$233 million, or ~~15%~~7%, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to higher affiliate fee, advertising and ~~advertising~~content and other revenues as shown below:

These revenue increases are net of a decrease of approximately ~~$45~~$115 million for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, due to the strengthening of the U.S. dollar against local ~~currencies.~~currencies, primarily in Latin America, Europe and India.

Domestic affiliate fee ~~revenue~~revenues increased ~~18%~~11% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014. Over half of the increase in domestic affiliate revenue was~~2015, primarily due to higher average rates per subscriber across most channels led by Fox Sports 1 (“FS1”), the Regional Sports Networks (“RSNs”), ~~FS1,~~ Fox News Channel (“Fox News”) and ~~FX. The balance~~FX Networks suite of ~~the growth was primarily attributable to the effect of the acquisition of the majority interest in the YES Network in February 2014.~~channels (“FX”). Domestic advertising ~~revenue~~revenues increased ~~10%~~4% for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014. Approximately half of the increase in domestic advertising revenue was attributable~~2015, primarily due to higher ~~volume and~~ pricing at ~~FXX~~Fox News and ~~Fox News. The balance of the growth in domestic advertising revenue was due to the contributions from the YES Network.~~higher ratings at FS1.

For the three months ended September 30, ~~2014,~~2015, international affiliate fee ~~revenue increased 8% and international advertising revenue increased 13%~~revenues decreased 1%, as compared to the corresponding period of fiscal ~~2014.~~2015. The ~~increase~~decrease in international affiliate fee ~~revenue~~revenues was ~~substantially led by~~the result of local currency growth ~~primarily~~ at Fox International Channels (“FIC”), ~~as a result of~~led by additional subscribers in ~~Asia and~~ Latin ~~America. The increase in international advertising revenue was primarily driven by local currency growth at STAR due to STAR Sports networks’ broadcast of the India vs. England cricket series~~America, and higher pricing and additional subscribers at ~~STAR’s entertainment channels. The~~

~~international affiliate fee and advertising revenue increases in~~STAR being more than offset by the adverse impact of the strengthening of the U.S. dollar against local ~~currencies, for~~currencies. For the three months ended September 30, ~~2014,~~2015, international advertising revenues decreased 1%, as compared to the corresponding period of fiscal 2015. The decrease in ~~fiscal 2014, were partially~~international advertising revenues was the result of local currency growth led by higher pricing and volume at STAR’s general entertainment channels and increased ratings at FIC’s general entertainment channels in Latin America and Europe being more than offset by the adverse impact of the strengthening of the U.S. dollar against local currencies ~~primarily in Latin America.~~

The increase in other revenue for the three months ended September 30, 2014, as compared to the corresponding period of fiscal 2014, was due to higher licensing and participation fees for original programming.

For the three months ended September 30, 2014, Segment OIBDA at the Cable Network Programming segment increased $47 million, or 5%, as compared to the corresponding period of fiscal 2014, primarily due to the revenue increases noted above, partially offset by higher expenses of $374 million, or 21%, as compared to the corresponding period of fiscal 2014. Operating expenses increased by approximately $330 million for the three months ended September 30, 2014, as compared to the corresponding period of fiscal 2014, primarily due to higher programming and marketing costs as a result of the continued investment in new shows at FX, led by ~~The Strain~~, ~~Tyrant~~and the ~~exclusive cable rights to air all 552 episodes~~comparative effect of~~The Simpsons~~ ~~at FXX, higher programming costs as a result of the continued investment in new sports networks, led by~~ STAR Sports networks’ broadcast of the India vs. England cricket series ~~FS1’s broadcast~~in fiscal 2015.

The increase in content and other revenues for the three months ended September 30, 2015, as compared to the corresponding period of ~~Major League Baseball games~~fiscal 2015, was due to higher licensing and participation fees for original programming led by FX’s original series The Strain and increased revenues at FIC related to the ~~effect~~syndication of sports rights.

For the ~~acquisition~~three months ended September 30, 2015, Segment OIBDA at the Cable Network Programming segment increased $268 million, or 26%, as compared to the corresponding period of fiscal 2015, primarily due to the ~~majority interest in~~revenue increases noted above and lower expenses of $35 million, or 2%, as compared to the ~~YES Network. Selling, general and administrative~~corresponding period of fiscal 2015. Operating expenses ~~increased~~decreased by approximately ~~$45~~$35 million for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to a decrease in sports programming costs as a result of the ~~continued investment~~comparative effect in fiscal 2015 of the broadcast of the India vs. England cricket series at STAR partially offset by contractual rate increases for Major League Baseball (“MLB”) sports rights at the RSNs and new ~~channels~~events broadcast on FS1, led by Major League Soccer and the ~~effect of the acquisition of the majority interest in the YES Network.~~United States Golf Association. The increase in Segment OIBDA for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014, is~~2015, was net of ~~a decrease~~decreases of approximately ~~$45~~$60 million, due to the strengthening of the U.S. dollar against local currencies.

Television (~~13%~~17% and ~~15%~~13% of the Company’s consolidated revenues in the first three months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three months ended September 30, ~~2014,~~2015, revenues at the Television segment remained constant, as compared to the corresponding period of fiscal ~~2014, primarily due to increases in~~2015, as a result of higher affiliate ~~and other~~fee revenues being offset by lower advertising revenues. Affiliate fee revenues increased 23% as a result of higher ~~pricing for~~ retransmission consent ~~revenues~~rates for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014.~~2015. Advertising revenues decreased 5% for the three months ended September 30, ~~2014~~2015, as compared to the corresponding periods of fiscal 2015, primarily due to the effect of fewer broadcasts of the National Football League (“NFL”) regular season as a result of a later start to the NFL regular season, lower general entertainment primetime ratings ~~partially offset by higher~~at FOX and the comparative effect of the political advertising revenues related to the 2014 mid-term elections. Partially offsetting these decreases were advertising revenues related to the broadcasts of the 67^th Emmy Awards and the Fédération Internationale de Football Association (“FIFA”) Women’s World Cup events.

For the three months ended September 30, ~~2014,~~2015, Segment OIBDA at the Television ~~Segment decreased $57~~segment increased $22 million, or ~~25%~~13%, as compared to the corresponding period of fiscal ~~2014,~~2015, due to ~~higher expenses.~~lower expenses of $21 million, or 2%. Operating expenses ~~increased~~decreased by approximately ~~$50~~$25 million for the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal 2015, primarily due to ~~higher primetime~~lower programming costs ~~as a result~~and the effect of fewer broadcasts of the ~~investment in additional hours of original scripted content~~NFL regular season, partially offset by increased advertising and ~~higher program cancellations~~promotion costs ~~at FOX. Also contributing to higher operating expenses were higher sports rights fees due to the~~for new ~~agreement with the National Football League.~~and returning series, including Empire.

Filmed Entertainment ~~(31%~~(29% and ~~30%~~31% of the Company’s consolidated revenues in the first three months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three months ended September 30, ~~2014,~~2015, revenues at the Filmed Entertainment segment ~~increased $356~~decreased $691 million, or ~~17%~~28%, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to ~~higher~~lower worldwide theatrical revenues, including the lower than expected performance of Fantastic Four, and ~~home entertainment revenues.~~the effect of the disposition of Shine Group in December 2014. Also contributing to ~~this increase~~the decrease in revenues for the three months ended September 30, 2015, were ~~higher~~lower network and syndication ~~and digital distribution~~ revenues from the licensing of television productions ~~led by~~reflecting the sale of How I Met Your Mother~~and~~ ~~Modern Family~~ and ~~higher network revenues led by new~~the series finale of. Sons of Anarchy ~~The~~in the prior year. For the three months ended September 30, ~~2014~~2015, revenues included the worldwide theatrical ~~success~~releases of Maze Runner: The Scorch Trials and Fantastic Four, as compared to the corresponding period of fiscal 2015, which included the worldwide theatrical performances ofDawn of the Planet of the Apes,, How to Train Your Dragon 2 and The Maze Runner. The decrease in revenue for the three months ended September 30, 2015, as compared to the corresponding period of fiscal 2015, includes decreases of approximately $85 million, due to the strengthening of the U.S. dollar against local currencies.

For the three months ended September 30, 2015, Segment OIBDA at the Filmed Entertainment segment decreased $309 million, or 67%, primarily due to the ~~worldwide theatrical and domestic home entertainment success~~revenue decreases noted above partially offset by lower expenses of ~~The Fault in Our Stars~~ ~~and the worldwide home entertainment performance of~~ ~~Rio 2~~$382 million, or 19%, as compared to the corresponding period of fiscal ~~2014, which included the worldwide theatrical success of~~ ~~The Wolverine~~, ~~The Heat~~, ~~Percy Jackson: Sea of Monsters~~ ~~and~~ ~~Turbo~~2015.

~~For~~ Operating expenses decreased by approximately $330 million for the three months ended September 30, ~~2014, Segment OIBDA at the Filmed Entertainment segment increased $130 million, or 40%,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily due to lower production amortization and participation costs related to motion picture and television productions and the ~~revenue increases noted above partially offset~~disposition of Shine Group. Partially offsetting these decreases were higher theatrical marketing costs due to a greater number of theatrical releases in the current quarter compared to the prior year and higher pre-release costs for the successful worldwide theatrical release of The Martian in October 2015. Selling, general and administrative expenses decreased by ~~higher expenses of $226~~approximately $50 million ~~or 13%,~~for the three months ended September 30, 2015, as compared to the corresponding period of fiscal ~~2014. Operating expenses increased by approximately $200 million~~2015, primarily due to the disposition of Shine Group. The decrease in Segment OIBDA for the three months ended September 30, ~~2014, primarily due to higher production amortization and participation costs, largely due to the mix of theatrical films released in the three months ended September 30, 2014,~~2015, as compared to the corresponding period of fiscal ~~2014, as well as increases related~~2015, includes decreases of approximately $50 million, due to ~~television productions driven by~~ the ~~delivery of additional new series.~~

~~Direct Broadcast Satellite Television~~ ~~(18% and 20%~~strengthening of the ~~Company’s consolidated revenues~~U.S. dollar against local currencies.

In December 2014, the Company contributed its interests in ~~the first three months of fiscal 2015 and 2014, respectively)~~

Shine Group into Endemol Shine Group, a joint venture. For the three months ended September 30, 2014, revenues ~~at the DBS segment increased $59 million, or 4%, as compared~~related to the ~~corresponding period of fiscal 2014, primarily due to the subscriber growth at Sky Deutschland.~~Shine Group were approximately $220 million.

Sky Italia’s ending and average subscriber base of 4.7 million subscribers for the three months ended September 30, 2014 decreased from 4.8 million subscribers in the corresponding period of fiscal 2014. The total churn for the three months ended September 30, 2014 was approximately 165,000 subscribers as compared to a churn of approximately 124,000 subscribers in the corresponding period of fiscal 2014. Sky Deutschland’s ending subscriber base was 3.9 million subscribers as a result of a net increase of approximately 96,000 subscribers during the three months ended September 30, 2014. The total churn for the three months ended September 30, 2014 was approximately 83,000 subscribers on an average subscriber base of 3.9 million subscribers as compared to churn of approximately 109,000 subscribers on an average subscriber base of 3.5 million subscribers in the corresponding period of fiscal 2014. Subscriber churn for the period represents the number of subscribers whose service was disconnected during the period.

Sky Italia’s average revenue per subscriber (“ARPU”) of approximately €43 per month for the three months ended September 30, 2014 increased from approximately €42 per month in the corresponding period of fiscal 2014, primarily due to subscription package upgrades. Sky Deutschland’s ARPU of approximately €34 per month for the three months ended September 30, 2014 was consistent with the corresponding period of fiscal 2014. ARPU is calculated by dividing total subscriber-related revenues for the period by the average subscribers for the period and dividing that amount by the number of months in the period. Subscriber-related revenues are comprised of total subscription revenue, pay-per-view revenue and equipment rental revenue, if any, for the period. Average subscribers are calculated for the respective periods by adding the beginning and ending subscribers for the period and dividing by two.

Sky Italia’s subscriber acquisition costs per subscriber (“SAC”) of approximately €345 for the three months ended September 30, 2014 decreased from approximately €430 for the corresponding period of fiscal 2014, primarily due to lower advertising and marketing costs on a per subscriber basis as a result of lower marketing spend in fiscal 2015. SAC is calculated by dividing total subscriber acquisition costs for a period by the number of gross subscribers added during the period. Subscriber acquisition costs include the cost of the commissions paid to retailers and other distributors, the cost of equipment sold directly to subscribers and the costs related to installation and acquisition advertising net of any upfront activation fee. SAC excludes the value of equipment capitalized under equipment lease programs, as well as payments and the value of returned equipment related to disconnected lease program subscribers.

For the three months ended September 30, 2014, Segment OIBDA at the DBS segment increased $17 million, or 9%, as compared to the corresponding period of fiscal 2014, primarily due to the revenue increases noted above partially offset by higher expenses of $42 million, or 4%, as compared to the corresponding period of fiscal 2014. Operating expenses increased by approximately $65 million for the three months ended September 30, 2014 primarily due to higher programming costs associated with Sky Italia’s broadcast of the 2014 FIFA World Cup. Selling, general and administrative expenses decreased by approximately $20 million for the three months ended September 30, 2014, as compared to the corresponding period of fiscal 2014, primarily due to lower bad debt expenses.

~~Other, Corporate and Eliminations~~ ~~((3)% and (4)% of the Company’s consolidated revenues in the first three months of fiscal 2015 and 2014, respectively)~~

For the three months ended September 30, 2014, the change in revenues and Segment OIBDA results at the Other, Corporate and Eliminations segment, as compared to the corresponding period of fiscal 2014, was primarily due to corporate eliminations.

The Company’s principal source of liquidity is internally generated funds. The Company also has a five-year unused $2$1.4 billion revolving credit facility, which expires in May ~~2017,~~2020, and has access to various film co-production alternatives to supplement its cash flows. In addition, the Company has access to the worldwide capital markets, subject to market conditions. As of September 30, ~~2014,~~2015, the Company was in compliance with all of the covenants under the revolving credit facility, and it does not anticipate any violation of such covenants. The Company’s internally generated funds are highly dependent upon the state of the advertising markets and public acceptance of its film and television productions. ~~In addition, the Company expects to receive significant cash proceeds in connection with the disposition disclosed elsewhere in this report.~~

The principal uses of cash that affect the Company’s liquidity position include the following: investments in the production and distribution of new motion pictures and television programs; the acquisition of and payments under programming rights for entertainment and sports programming; operational expenditures including employee costs; capital expenditures; interest expenses; income tax payments; investments in associated entities; dividends; acquisitions; debt repayments; and stock repurchases.

In addition to the acquisitions, sales and possible acquisitions disclosed elsewhere, the Company has evaluated, and expects to continue to evaluate, possible acquisitions and dispositions of certain businesses. Such transactions may be material and may involve cash, the Company’s securities or the assumption of additional indebtedness.

Net cash (used in) provided by operating activities for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014 was as follows (in millions):

The ~~increase~~change in net cash (used in) provided by operating activities during the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily reflects ~~lower production spending~~a payment at the Cable Network Programming segment to the Board of Control for Cricket in India for contract termination costs related to a program rights contract for the Champions League Twenty20 cricket tournament through 2018 and higher billings than collections at the Television and Filmed Entertainment segments along with a higher use of cash for participation and releasing payments at the Filmed Entertainment ~~segment partially offset by an increase in sports rights payments at the DBS~~ segment.

Net cash used in investing activities for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014 was as follows (in millions):

The ~~increase~~decrease in net cash used in investing activities during the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, was primarily due to the comparative effect of the Company’s participation in ~~BSkyB’s~~Sky’s equity offering in July ~~2014.~~2014 partially offset by the Company’s investment in a minority equity interest in DraftKings, Inc. in July 2015.

Net cash used in financing activities for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014 was as follows (in millions):

The increase in net cash used in financing activities during the three months ended September 30, ~~2014,~~2015, as compared to the corresponding period of fiscal ~~2014,~~2015, was primarily due to the comparative effect of the Company’s issuance of $600 million of 3.70% Senior Notes due 2024 and $600 million of 4.75% Senior Notes due 2044 in September 2014 and additional cash used for share ~~repurchases partially offset by higher cash from net borrowings.~~repurchases.

In August ~~2014, the Company announced that~~2015, the Board approved an additional $6$5 billion authorization, excluding commissions, to the Company’s stock repurchase program for the repurchase of Class A Common Stock. The Company intends to complete this stock repurchase program by August ~~2015.~~2016.

The following table summarizes cash from borrowings and cash used in repayment of borrowings for the three months ended September 30, ~~2014~~2015 and ~~2013.~~2014.

See Note 7 – Borrowings to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox.

Included in Borrowings within Non-current liabilities as of September 30, 2015 was $400 million of 8.00% Senior Notes that are due in October 2016.

The table below summarizes the Company’s credit ratings as of September 30, ~~2014.~~2015.

In May ~~2012, 21st Century Fox America, Inc. (“21CFA”), a wholly-owned subsidiary of the Company,~~2015, 21CFA entered into a credit agreement (the “Credit Agreement”), among 21CFA as Borrower, the Company as Parent Guarantor ~~the lenders named therein, the initial issuing banks named therein, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”)~~ and ~~Citibank, N.A. as Co-Administrative Agents, JPMorgan Chase as Designated Agent and Bank of America, N.A. as Syndication Agent.~~other parties. The Credit Agreement provides a $2$1.4 billion unsecured revolving credit facility with a sub-limit of ~~$400~~$250 million (or its equivalent in Euros) available for the issuance of letters of credit and a maturity date of May 2017. Under the Credit Agreement, the Company may request an increase in the amount of the credit facility up to a maximum amount of $2.5 billion and the Company may request that the maturity date be extended for up to two additional one-year periods. Borrowings are issuable in U.S. dollars only, while letters of credit are issuable in U.S. dollars or Euros. The material terms of the agreement include the requirement that the Company maintain specific leverage ratios and limitations on secured indebtedness. Fees under the Credit Agreement will be based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current debt ratings, 21CFA pays a facility fee of 0.125% and an initial drawn cost of LIBOR plus 1.125%.2020.

~~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~~See Note 10 – Commitments and services to be used in the normal course of operations. Except for the issuance of 3.70% and 4.75% Senior Notes due 2024 and 2044, respectively (See Note 8 – Borrowings to the accompanying Unaudited Consolidated Financial Statements for further discussion), the Company’s commitments as of September 30, 2014 have not changed significantly from disclosures included in the 2014 Form 10-K.

~~The Company’s guarantees as of September 30, 2014 have not changed significantly from disclosures included in the 2014 Form 10-K.~~

~~Other than as disclosed in the notes~~ to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the Company is party to several other purchase and sale arrangements which become exercisable by the Company or the counter-party to the agreement. None of these arrangements that become or are exercisable in the next twelve months are material. Equity

purchase arrangements that are exercisable by the counter-party to the agreement, and that are outside the sole control of the Company, are accounted for in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity.” Accordingly, the fair values of such equity purchase arrangements are classified in Redeemable noncontrolling interests.heading “Commitments”.

U.S. regulators and governmental authorities continue to conduct investigations initiated in 2011 with respect to the U.K. Newspaper Matters. The Company is cooperating with these investigations. It is not possible at this time to estimate the liability, if any, of the Company relating to these investigations.Contingent Guarantees

In connection with the Separation, the Company and News Corp agreed in the Separation and Distribution Agreement that the Company will indemnify News Corp, on an after-tax basis, for payments made after the Separation 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 related criminal matters, other than fees, expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp (the “Indemnity”) (SeeSee Note 1110 – Commitments and Contingencies to the accompanying Unaudited Consolidated Financial ~~Statements)~~Statements of Twenty-First Century Fox under the heading “Contingent Guarantees”. ~~If additional information becomes available~~

See Note 10 – Commitments and ~~as payments are made, the Company will update the liability provision for the Indemnity. Any changes~~Contingencies to the ~~liability provision for~~accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the ~~Indemnity in the future will impact the results of operations for that period.~~

~~The Company establishes an accrued liability for legal claims when the Company determines that a loss is both probable~~headings “U.K. Newspaper Matters 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. It is possible that these proceedingsRelated Investigations and any adverse resolution thereof, including any fees, expenses, fines, penalties, judgments or settlements which might be incurred by the Company in connection with the various proceedings could damage the Company’s reputation, impair its ability to conduct its businessLitigation” and ~~adversely affect its results of operations and financial condition.~~

See Note 1 – Basis of Presentation to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox for discussion of recent accounting pronouncements.

The Company has exposure to several types of market risk: changes in foreign currency exchange rates, interest rates and stock prices. The Company neither holds nor issues financial instruments for trading purposes.

The following sections provide quantitative and qualitative information on the Company’s exposure to foreign currency exchange rate risk, interest 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.

The ~~Company conducts operations in two principal currencies: the~~ U.S. dollar ~~and the Euro. These currencies operate as~~is the functional currency ~~for~~of the Company’s U.S. operations and ~~European~~continues to be the principal currency in which the Company conducts its operations. For operations ~~respectively. Cash~~outside the U.S., the respective local currency is ~~managed centrally, for~~generally the functional currency. In most regions where the Company operates, the net earnings of wholly owned subsidiaries ~~within each of the two regions with net earnings~~are reinvested locally and working capital requirements are met from existing liquid funds. To the extent such funds are not sufficient to meet working capital requirements, draw downs in the appropriate local currency are available from intercompany borrowings. ~~In July 2014,~~The Company uses foreign currency forward contracts, primarily denominated in Euros and Pound Sterling, to hedge certain exposures to foreign currency exchange rate risks associated with revenues, the ~~Company entered into agreements with BSkyB to sell all~~cost of producing or acquiring films and television programming as well as its ~~ownership interests~~investment in ~~Sky Italia~~certain foreign operations and Sky Deutschland whose functional currency is the Euro (See Note 2 – Acquisitions, Disposals and Other Transactions to the accompanying Unaudited Consolidated Financial Statements for further information).equity method investments. Information on the derivative financial instruments with exposure to foreign currency exchange rate risk is presented below:

The Company's current financing arrangements and facilities include ~~$18.2~~approximately $17.5 billion of outstanding fixed-rate debt and approximately $2$1.5 billion of outstanding ~~variable and fixed-rate~~variable-rate bank ~~debt (see Note 8 – Borrowings to the accompanying Unaudited Consolidated Financial Statements). The Company also entered into interest rate swap contracts during fiscal 2014.~~debt. As of September 30, ~~2014,~~2015, the notional amount of interest rate swap contracts outstanding was ~~$552~~$967 million, and the fair value of the interest rate swap contracts outstanding was ~~$(6)~~$(13) million.

Fixed and ~~variable rate~~variable-rate debts are impacted differently by changes in interest rates. A change in the interest rate or yield of ~~fixed rate~~fixed-rate debt will only impact the fair market value of such debt, while a change in the interest rate of ~~variable~~variable-rate debt will impact interest expense, as well as the amount of cash required to service such debt. As of September 30, ~~2014, substantially~~2015, all of the Company's financial instruments with exposure to interest rate risk were denominated in U.S. dollars. Information on financial instruments with exposure to interest rate risk is presented below:

The Company has common stock investments in ~~several~~ publicly traded companies that are subject to market price volatility. These investments principally represent the Company’s equity method affiliates. Information on the Company’s investments with exposure to stock price risk is presented below:

Cash and cash equivalents are maintained with several financial institutions. ~~Deposits~~The Company has deposits held with banks ~~may~~that 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 atas of September 30, ~~2014~~2015 or June 30, ~~2014~~2015 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.

The Company’s management, with the participation of the Company’s ~~Chairman and~~ 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 15d-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 ~~Chairman and~~ 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 that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s ~~Chairman and~~ Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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 15d-15(f) under the Exchange Act) during the Company’s first quarter of fiscal ~~2015~~2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On July 19, 2011, a purported class action lawsuit captioned Wilder v. News Corp., et al. (“Wilder Litigation”), was filed on behalf of all purchasers of the Company’s common stock between March 3, 2011 and July 11, 2011, in the United States District Court for the Southern District of New York. The plaintiff brought claims under Section 10(b) and Section 20(a) of the Securities Exchange Act, alleging that false and misleading statements were issued regarding the alleged acts of voicemail interception at The News of the World. The suit names as defendants the Company, Rupert Murdoch, James Murdoch and Rebekah Brooks, and seeks compensatory damages, rescission for damages sustained, and costs. On June 5, 2012, the court issued an order appointing the Avon Pension Fund (“Avon”) as lead plaintiff and Robbins Geller Rudman & Dowd as lead counsel. Thereafter, on July 3, 2012, the court issued an order providing that an amended consolidated complaint shall be filed by July 31, 2012. Avon filed an amended consolidated complaint on July 31, 2012, which among other things, added as defendants NI Group Limited (now known as News Corp UK & Ireland Limited) and Les Hinton, and expanded the class period to include February 15, 2011 to July 18, 2011. The defendants filed motions to dismiss the litigation, which were granted by the court on March 31, 2014. ~~Plaintiffs were allowed to amend their complaint, and on~~On April 30, 2014, plaintiffs filed a second amended consolidated complaint, which generally repeats the allegations of the amended consolidated complaint and also expands the class period to July 8, 2009 to July 18, 2011. ~~On August 11, 2014, defendants filed motions~~Defendants moved to dismiss the second amended consolidated ~~complaint. Plaintiffs filed~~complaint, and on September 30, 2015, the court granted defendants’ motions in their ~~oppositions~~entirety and dismissed all of the plaintiffs’ claims. In its memorandum, opinion and order relating to the ~~motions on~~dismissal, the court gave plaintiffs until November 6, 2015 to file a motion for leave to amend their complaint. On October ~~24, 2014. Defendants have not yet~~21, 2015, plaintiffs filed ~~their replies.~~a motion for reconsideration of the court’s memorandum, opinion and order. The Company’s management believes the claims in the Wilder Litigation are entirely without merit, and intends to vigorously defend ~~those claims.~~

U.S. regulators and governmental authorities continue to conduct investigations initiated in 2011 with respect to the U.K. Newspaper Matters. The Company is cooperating with these investigations. It is not possible at this ~~time to estimate the liability, if any, of the Company relating to these investigations.~~

Prospective investors should consider carefully the risk factors set forth below before making an investment in the Company’s securities.

The Company Must Respond to Changes in Consumer Behavior as a Result of New Technologies in Order to Remain Competitive.

Technology, particularly digital technology used in the entertainment industry, continues to evolve rapidly, leading to alternative methods for the delivery and storage of digital content. These technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume digital content. Content owners are increasingly delivering their content directly to consumers over the Internet and innovations in distribution platforms have enabled consumers to view such Internet-delivered content on televisions and portable devices. The growth of direct to consumer video offerings, including video-on-demand offerings, as well as offerings by cable providers of smaller packages of programming to customers at price points lower than traditional cable distribution offerings could adversely affect demand for our cable channels. There is a risk that the Company’s responses to these changes and strategies to remain competitive, or failure to effectively anticipate or adapt to new market changes, could adversely affect our business. In addition, enhanced Internet capabilities and other new media may reduce television viewership, the demand for DVDs and Blu-rays and the desire to see motion pictures in theaters, which could negatively affect the Company’s revenues. The Company’s failure to protect and exploit the value of its content, while responding to and developing new technology and business models to take advantage of advancements in technology and the latest consumer preferences, could have a significant adverse effect on the Company’s businesses, asset values and results of operations.

Acceptance of the Company’s Films and Television Programming by the Public is Difficult to Predict, Which Could Lead to Fluctuations in Revenues.

Feature film and television production and distribution are speculative businesses since the revenues derived from the production and distribution of a feature film or television series depend primarily upon its acceptance by the public, which is difficult to predict. The commercial success of a feature film or television series also depends upon the quality and acceptance of other competing films and television series released into the marketplace at or near the same time, the availability of a growing number of alternative forms of entertainment and leisure time activities, general economic conditions and their effects on consumer spending and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Further, the theatrical success of a feature film and the audience ratings for a television series are generally key factors in generating revenues from other distribution channels, such as home entertainment and premium pay television, with respect to feature films, and syndication, with respect to television series.

The Inability to Renew Sports Programming Rights Could Cause the Company’s Affiliate and Advertising Revenue to Decline Significantly in any Given Period or in Specific Markets.

The sports rights contracts between the Company, on the one hand, and various professional sports leagues and teams, on the other, have varying duration and renewal terms. As these contracts expire, renewals on favorable terms may be sought; however, third parties may outbid the current rights holders for the rights contracts. In addition, professional sports leagues or teams may create their own networks or the renewal costs could substantially exceed the original contract cost. The loss of rights could impact the extent of the sports coverage offered by the Company and its affiliates, as it relates to FOX, and could adversely affect the Company’s advertising and affiliate revenues. Upon renewal, the Company’s results could be adversely affected if escalations in sports programming rights costs are unmatched by increases in advertising rates and, in the case of cable networks, subscriber fees.

A Decline in Advertising Expenditures Could Cause the Company’s Revenues and Operating Results to Decline Significantly in any Given Period or in Specific Markets.

The Company derives substantial revenues from the sale of advertising on or in its television stations and broadcast and cable ~~networks and direct broadcast satellite services.~~networks. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions, as well as budgeting and buying patterns. A decline in the economic prospects of advertisers or the economy in general could alter current or prospective advertisers’ spending priorities. Demand for the Company’s products is also a factor in determining advertising rates. For example, ratings points for the Company’s television stations and broadcast and cable networks are factors that are weighed when determining advertising rates, and with respect to the Company’s television stations and broadcast and television networks, when determining the affiliate rates received by the Company. In addition, newer technologies, including new video formats, streaming and downloading capabilities via the Internet, video-on-demand, personal video recorders and other devices and technologies are increasing the number of media and entertainment choices available to audiences. Some of these devices and technologies allow users to view television or motion pictures from a remote location or on a time-delayed basis and provide users the ability to fast-forward, rewind, pause and skip programming and advertisements. These technological developments which are increasing the number of media and entertainment choices available to audiences could negatively impact not only consumer demand for our content and services but also could affect the attractiveness of the Company’s offerings to viewers, advertisers and/or distributors. Failure to effectively anticipate or adapt to emerging technologies or changes in consumer behavior could have an adverse effect on our business. Further, a decrease in advertising expenditures,

reduced demand for the Company’s offerings or the inability to obtain market ratings that adequately measure demand for the Company’s content on personal video recorders and mobile devices could lead to a reduction in pricing and advertising spending, which could have an adverse effect on the Company’s businesses and assets.

~~The Company is exposed to risks associated with weak domestic and global economic conditions and increased volatility and disruption in the financial markets.~~

The Company’s businesses, financial condition and results of operations may be adversely affected by weak domestic and global economic conditions. Factors that affect economic conditions include the rate of unemployment, the level of consumer confidence and changes in consumer spending habits. The Company also faces risks, including currency volatility and the stability of global local economies, associated with the impact of weak domestic and global economic conditions on advertisers, affiliates, suppliers, wholesale distributors, retailers, insurers, theater operators and others with which it does business.

Increased volatility and disruptions in the financial markets could make it more difficult and more expensive for the Company to refinance outstanding indebtedness and obtain new financing. Disruptions in the financial markets can also adversely affect the Company’s lenders, insurers, customers and counterparties, including vendors, retailers and film co-financing partners. For instance, the inability of the Company’s counterparties to obtain capital on acceptable terms could impair their ability to perform under their agreements with the Company and lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.

~~Acceptance of the Company’s Films and Television Programming by the Public is Difficult to Predict, Which Could Lead to Fluctuations in Revenues.~~

~~The Company Could Suffer Losses Due to Asset Impairment Charges for Goodwill, Intangible Assets and Programming.~~

~~Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on the Company’s Results of Operations.~~

The Company has significant operations in a number of foreign jurisdictions and certain of the Company operations are conducted in foreign currencies. The value of these currencies fluctuates relative to the U.S. dollar. As a result, the Company is exposed to exchange rate fluctuations, which could have an adverse effect on its results of operations in a given period or in specific markets.

For example, our business activities in Venezuela operate in a highly inflationary economy. Recently, there have been significant changes to the foreign currency exchange rate environment in Venezuela governing the conversion of Venezuelan Bolivars (“Bolivars”) to U.S. dollars. Companies generally have used the official exchange rate controlled by Venezuela’s Commission for the Administration of Foreign Exchange (“CADIVI”), which is 6.3 Bolivars per U.S. dollar unless they had transactions or were among the entities the Venezuelan government had specifically authorized to use the Supplementary Foreign Currency Administration System (“SICAD”) auction rate. In January 2014, the Venezuelan government significantly expanded the use of the SICAD rate and, more recently, in March 2014, the Venezuelan government created a third currency exchange mechanism called SICAD 2 and said it may be used by all entities for all transactions. Until March 31, 2014, our Bolivar denominated net monetary assets were translated at the official exchange rate of 6.3 Bolivars per U.S. dollar. During the fourth quarter of fiscal 2014, we were able to use the SICAD 2 mechanism to convert a portion of our Bolivar denominated cash to U.S. dollars. Accordingly, we remeasured all our Bolivar denominated net monetary assets at the SICAD 2 exchange rate resulting in a devaluation loss of approximately $100 million for fiscal 2014. The Venezuelan government may issue more regulations or take other steps that might introduce significant uncertainty regarding the exchange rate that we can access to convert our Venezuelan Bolivar denominated monetary assets to U.S. dollars. Such measures can also affect our decision on which exchange rate(s) to use for financial reporting purposes. In addition, other countries where we have operations, including in Latin America, may be determined in the future to be highly inflationary economies, requiring special accounting and financial reporting treatment for such operations.

The Loss of Carriage Agreements Could Cause the Company’s Revenue and Operating Results to Decline Significantly in any Given Period or in Specific Markets.

The Company’s broadcast stations and cable networks maintain affiliation and carriage arrangements that enable them to reach a large percentage of cable and direct broadcast satellite households across the United States. The loss of a significant number of these arrangements or the loss of carriage on basic programming tiers could reduce the distribution of the Company’s broadcast stations and cable networks, which may adversely affect those networks’ revenues from subscriber fees and their ability to sell national and local advertising time. The Company is dependent upon the maintenance of affiliation agreements with third party owned television stations and there can be no assurance that these affiliation agreements will be renewed in the future on terms acceptable to the Company. The loss of a significant number of these affiliation arrangements could reduce the distribution of FOX and MyNetworkTV and adversely affect the Company’s ability to sell national advertising time.

The ~~Inability to Renew Sports Programming Rights Could Cause the Company’s Affiliate and Advertising Revenue to Decline Significantly in any Given Period or in Specific Markets.~~

~~The~~ Company Relies on Network and Information Systems and Other Technology Whose Failure or Misuse, Could Cause a Disruption of Services or Improper Disclosure of Personal Data, Business Information, Including Intellectual Property, or Other Confidential Information, Resulting in Increased Costs or Loss of Revenue.

Network and information systems and other technologies, including those related to the Company’s network management, are important to its business activities. Network and information systems-related events, such as computer hackings, theft, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, malicious social engineering or other malicious activities, or any combination of the foregoing, as well as power outages, natural disasters (including extreme weather), terrorist activities or human error that may affect such systems, could result in disruption of our services or improper disclosure of personal data, business information, including intellectual property, or other confidential information. In recent years, there has been a rise in the number of sophisticated cyber attacks on ~~companies’~~ network and information systems, ~~by both state-sponsored and criminal organizations,~~ and as a result, the risks associated with such an event continue to increase. ~~A significant failure, compromise, breach or interruption of the Company’s systems could result in a disruption of its operations, customer or advertiser dissatisfaction, damage~~The Company has experienced, and expects to its reputation or brands and a loss of customers or revenues. If any such failure, interruption or similar event results in the improper disclosure of information maintained in the Company’s information systems and networks or those of its vendors, including personnel, customer and vendor information, the Company could alsocontinue to be subject to, ~~liability under relevant contractual obligations~~cybersecurity threats and ~~laws and regulations protecting personal data and privacy. Efforts by~~incidents, none of which has been material to the Company ~~and its vendors~~to date. While we continue to develop, implement and maintain security measures seeking to prevent unauthorized access to or misuse of our network and information systems, such efforts may not be successful in preventing these events from occurring ~~and any network and information systems-related events could require~~given that the ~~Company~~techniques used to ~~expend significant resources to remedy such event. Moreover, the~~access, disable or degrade service, or sabotage systems change frequently. The development and maintenance of these measures is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Significant security breaches, such as misappropriation, misuse, leakage, falsification, accidental release, or otherwise improper disclosure of information maintained in the Company’s information systems and networks or those of our vendors, including financial, personal, confidential and proprietary information relating to personnel, customers, vendors and our business, including our intellectual property, could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, lawsuits or loss of customers or revenue. In addition the Company may be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and privacy, and may require us to expend significant resources to remedy any such security breach.

Technological Developments May Increase the Threat of Content Piracy and Signal Theft and Limit the Company’s Ability to Protect Its Intellectual Property Rights.

Content piracy and signal theft present a threat to the Company’s revenues from products and services, including, but not limited to, films, television shows, cable and other programming. The Company seeks to limit the threat of content piracy and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’s products and services and related intellectual property is often difficult and the steps taken by the Company may not in every case prevent the infringement by unauthorized third parties. Developments in technology, including digital copying, file compressing and the growing penetration of high-bandwidth Internet connections, increase the threat of content piracy by making it easier to duplicate and widely distribute high-quality pirated material. In addition, developments in software or devices that circumvent encryption technology and the falling prices of devices incorporating such technologies increase the threat of unauthorized use and distribution of direct broadcast satellite programming signals and the proliferation of user-generated content sites and live and stored video streaming sites, which deliver unauthorized copies of copyrighted content, including those emanating from other countries in various languages, may adversely impact the Company’s businesses. The proliferation of unauthorized distribution and use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of its products and services.

The Company has taken, and will continue to take, a variety of actions to combat piracy and signal theft, both individually and, in some instances, together with industry associations. However, protection of the Company’s intellectual property rights is dependent on the scope and duration of the Company’s rights as defined by applicable laws in the United States and abroad and the manner in

which those laws are construed. If those laws are drafted or interpreted in ways that limit the extent or duration of the Company’s rights, or if existing laws are changed, the Company’s ability to generate revenue from intellectual property may decrease, or the cost of obtaining and enforcing our rights may increase. There can be no assurance that the Company’s efforts to enforce its rights and protect its products, services and intellectual property will be successful in preventing content piracy or signal theft. Further, while piracy and technology tools continue to escalate, if any U.S. or international laws intended to combat piracy and protect intellectual property are repealed or weakened or not adequately enforced, or if the legal system fails to evolve and adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights and the value of our intellectual property may be negatively impacted and our costs of enforcing our rights could increase.

Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on the Company’s Results of Operations.

The Company ~~Must Respond~~has significant operations in a number of foreign jurisdictions and certain of the Company operations are conducted in foreign currencies. The value of these currencies fluctuates relative to ~~Changes~~the U.S. dollar. For example, in ~~Consumer Behavior as~~fiscal 2015, the U.S. dollar appreciated in relation to the Euro, the Canadian dollar, the Mexican Peso and the Brazilian Real. As a ~~Result~~result, the Company is exposed to exchange rate fluctuations, which could have an adverse effect on its results of ~~New Technologies~~operations in ~~Order~~a given period or in specific markets. Even though the Company uses foreign currency derivative instruments to ~~Remain Competitive.~~

~~Technology, particularly digital technology used in~~hedge certain exposures to foreign currency exchange rate risks, the ~~entertainment industry, continues to evolve rapidly, leading to alternative methods for the delivery and storage~~use of digital content. These technological advancements have driven changes in consumer behavior and have empowered consumers to seek more control over when, where and how they consume digital content. Content owners are increasingly delivering their content directly to consumers over the Internet, often without charge, and innovations in distribution platforms have enabled consumers to view such Internet-delivered content on televisions and portable devices. There is a risk that the Company’s responses to these changes and strategies to remain competitive, including distribution of its content on a “pay” basis,derivative instruments may not be ~~adopted by consumers. In addition, enhanced Internet capabilities~~effective in reducing the adverse financial effects of unfavorable movements in foreign exchange rates.

For example, our business activities in Venezuela operate in a highly inflationary economy. Other countries where we have operations, including in Latin America, may be determined in the future to be highly inflationary economies, requiring special accounting and ~~other new media may reduce television viewership, the demand~~financial reporting treatment for DVDs and Blu-rays and the desire to see motion pictures in theaters, which could negatively affect the Company’s revenues. The Company’s failure to protect and exploit the value of its content, while responding to and developing new technology and business models to take advantage of advancements in technology and the latest consumer preferences, could have a significant adverse effect on the Company’s businesses, asset values and results ofsuch operations.

In a variety of the Company’s businesses, the Company and its partners engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements, including employees of the Company’s film and television studio operations. If the Company or its partners are unable to renew expiring collective bargaining agreements, it is possible that the affected unions could take action in the form of strikes or work stoppages. Such actions, as well as higher costs in connection with these collective bargaining agreements or a significant labor dispute, could have an adverse effect on the Company’s business by causing delays in production or by reducing profit margins.

Changes in U.S. or Foreign Regulations May Have an Adverse Effect on the Company’s Business.

The Company is subject to a variety of U.S. and foreign regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting and multichannel video programming and distribution industries in the United States are highly regulated by federal laws and regulations issued and administered by various federal agencies, including the ~~FCC.~~Federal Communications Commission (the “FCC”). The FCC generally regulates, among other things, the ownership of media, broadcast and multichannel video programming and technical operations of broadcast licensees. Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection, among others. Further, the United States Congress, the FCC and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s U.S. media properties. Similarly, new laws or regulations or changes in interpretations of law or in regulations imposed by governments in other jurisdictions in which the Company, or entities in which the Company has an interest, operate could require changes in the operations or ownership of ~~these international~~our media properties. In addition, laws in non-U.S. jurisdictions which regulate, among other things, licensing arrangements, local content requirements, carriage requirements regarding pricing and distribution, and limitations on advertising time, may impact the operations and results of our international businesses.

In addition, changes in tax laws, regulations or the interpretations thereof in the U.S. and other jurisdictions in which the Company has operations could affect the Company’s results of operations.

U.S. Citizenship Requirements May Limit Common Stock Ownership and Voting Rights.

The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations. Under U.S. law, no broadcast station licensee may be owned by a corporation if more than 25% of its stock is owned or voted by non-U.S. persons, their representatives, or by any other corporation organized under the laws of a foreign country. The Company’s Restated Certificate of Incorporation authorizes the Board of Directors to prevent, cure or mitigate the effect of stock ownership above the applicable foreign ownership threshold by taking any action including: refusing to permit any transfer of common stock to or ownership of common stock by a non-U.S. stockholder; voiding a transfer of common stock to a non-U.S. stockholder; suspending rights of stock ownership if held by a non-U.S. stockholder; or redeeming common stock held by a non-U.S. stockholder. In order to maintain compliance with U.S. law, ~~as of September 2014,~~ the suspension of voting rights of the Class B Common Stock held by non-U.S. stockholders ~~was~~is

currently at 10%. This suspension will remain in place for as long as the Company deems it necessary to maintain compliance with applicable U.S. law, and may be adjusted by the Audit Committee as it deems appropriate. The Company is not able to predict whether it will need to adjust the suspension or whether additional action pursuant to its Restated Certificate of Incorporation may be necessary. The FCC could review the Company’s compliance with applicable U.S. law in connection with its consideration of the Company’s renewal applications for licenses to operate the broadcast stations the Company owns.

The Company and News Corp Face Investigations Regarding Allegations of Phone Hacking, Illegal Data Access, Inappropriate Payments to Public Officials and Other Related Matters and Related Civil Lawsuits.

~~U.S. regulators and governmental authorities are conducting investigations relating to the U.K. Newspaper Matters.~~ The Company is ~~cooperating~~exposed to risks associated with ~~these investigations. It is not possible at this time~~weak domestic and global economic conditions and increased volatility and disruption in the financial markets.

Increased volatility and disruptions in the financial markets could make it more difficult and more expensive for the Company to ~~estimate~~refinance outstanding indebtedness and obtain new financing. Disruptions in the ~~liability, if any,~~financial markets can also adversely affect the Company’s lenders, insurers, customers and counterparties, including vendors, retailers and film co-financing partners. For instance, the inability of the ~~Company relating~~Company’s counterparties to ~~these investigations.~~

~~In connection~~obtain capital on acceptable terms could impair their ability to perform under their agreements with ~~the Separation,~~ the Company and ~~News Corp agreed~~lead to negative effects on the Company, including business disruptions, decreased revenues and increases in bad debt expenses.

The Company Could Suffer Losses Due to Asset Impairment Charges for Goodwill, Intangible Assets and Programming.

In accordance with applicable generally accepted accounting principles, the Company performs an annual impairment assessment of its recorded goodwill and indefinite-lived intangible assets, including FCC licenses, during the fourth quarter of each fiscal year. The Company also continually evaluates whether current factors or indicators, such as the prevailing conditions in the ~~Separation and Distribution Agreement that~~capital markets, require the ~~Company will indemnify News Corp, on~~performance of an ~~after-tax basis, for payments made after the Separation arising out~~interim impairment assessment of ~~civil claims and investigations relating to the U.K. Newspaper Matters,~~those assets, as well as ~~legal~~other investments and ~~professional fees~~other long-lived assets. Any significant shortfall, now or in the future, in advertising revenue and/or the expected popularity of the programming for which the Company has acquired rights could lead to a downward revision in the fair value of certain reporting units. A downward revision in the fair value of a reporting unit, indefinite-lived intangible assets, investments or long-lived assets could result in an impairment and ~~expenses paid in connection with the related criminal matters, other than fees, expenses and costs relating~~a non-cash charge would be required. Any such charge could be material to ~~employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp.~~

~~It is possible that these proceedings and any adverse resolution thereof, including any fines or other penalties associated with any plea, judgment or similar result could damage~~ the Company’s ~~reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition.~~reported net earnings.

If the Separation, Together with Certain Related Transactions, Were Ultimately Determined to be Taxable Transactions for U.S. Federal Income Tax Purposes, then We Could Be Subject to Significant Tax Liability.

The Company received (i) a private letter ruling from the IRS substantially to the effect that, among other things, the distribution of Class A Common Stock and Class B Common Stock of News Corp qualifies as tax-free under Sections 368 and 355 of the Internal Revenue Code of 1986, as amended (the “Code”) except for cash received in lieu of fractional shares of News Corp stock and (ii) an opinion from the law firm of Hogan Lovells US LLP confirming the tax-free status of the distribution for U.S. federal income tax purposes, including confirming the satisfaction of the requirements under Section 368 and 355 of the Code not specifically addressed in the IRS private letter ruling. The opinion of Hogan Lovells US LLP will not be binding on the IRS or the courts, and there is no assurance that the IRS or a court will not take a contrary position.

The private letter ruling and the opinion rely on certain facts and assumptions, and certain representations from the Company and News Corp regarding the past and future conduct of our respective businesses and other matters. Notwithstanding the receipt of the private letter ruling and the opinion, the IRS could determine on audit that the distribution or the internal transactions should be treated as taxable transactions if it determines that any of these facts, assumptions, representations or undertakings is not correct or has been violated, or that the distribution or the internal transactions should be taxable for other reasons, including as a result of a significant change in stock or asset ownership after the distribution. If the distribution ultimately is determined to be taxable, the distribution could be treated as a taxable dividend or capital gain for U.S. federal income tax purposes, and U.S. stockholders and certain non-U.S. stockholders could incur significant U.S. federal income tax liabilities. In addition, if the internal reorganization and/or the distribution is ultimately determined to be taxable, the Company would recognize gains on the internal reorganization and/or recognize gain in an amount equal to the excess of the fair market value of shares of the News Corp common stock distributed to our stockholders on the distribution date over our tax basis in such shares of our common stock.

Each member of our consolidated group, which until June 28, 2013 included News Corp and each of our other subsidiaries, is jointly and severally liable for the U.S. federal income tax liability of each other member of the consolidated group. Consequently, we could be liable in the event any such liability is incurred, and not discharged, by any other member of our consolidated group. Under the terms of the tax sharing and indemnification agreement that we entered into in connection with the Separation, we will be required to indemnify News Corp for any such liability. Disputes or assessments could arise during future audits by the IRS in amounts that we cannot quantify.

We Might Not Be Able to Engage in Desirable Strategic Transactions and Equity Issuances Because of Certain Restrictions Relating to Requirements for Tax-Free Distributions for U.S. Federal Income Tax Purposes.

Our ability to engage in significant strategic transactions and equity issuances may be limited or restricted in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the distribution. Even if the distribution otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate level taxable gain to us under Section 355(e) of the Code if 50% or more, by vote or value, of shares of our stock or News Corp’s stock are acquired or issued as part of a plan or series of related transactions that includes the distribution.

To preserve the tax-free treatment of the distribution and the internal transactions in connection with the distribution for U.S. federal income tax purposes, under the tax sharing and indemnification agreement that we entered into with News Corp, we will be prohibited from taking or failing to take certain actions that may prevent the distribution and related transactions from being tax-free for U.S. federal income tax purposes. Further, for the two-year period following the distribution, we may be prohibited from:

~~These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business.~~

~~The Separation and Distribution Agreement May Restrict Us From Acquiring or Owning Certain Types of Assets in the U.S.~~

The FCC has promulgated certain rules and regulations that limit the ownership of radio and television broadcast stations, television broadcast networks and newspapers (the “Broadcast Ownership Rules”). Under the FCC’s rules for determining ownership of the media assets described above, the Murdoch Family Trust’s ownership interest in both News Corp and the Company following the Separation would generally result in each company’s businesses and assets being attributable to the Murdoch Family Trust for purposes of determining compliance with the Broadcast Ownership Rules. Consequently, our future conduct, including the acquisition of any broadcast networks, or stations or any newspapers, in the same local markets in which News Corp owns or operates newspapers or has acquired television stations, may affect News Corp’s ability to own and operate its newspapers or any television stations it acquires or otherwise comply with the Broadcast Ownership Rules. Therefore, we and News Corp agreed in the Separation and Distribution Agreement that if the Company acquires, after the Separation, newspapers, radio or television broadcast stations or television broadcast networks in the U.S. and such acquisition would impede or be reasonably likely to impede News Corp’s business, then the Company will be required to take certain actions, including divesting assets, in order to permit News Corp to hold its media interests and to comply with such rules. This agreement will effectively limit the activities or strategic business alternatives available to us if such activities or strategic business alternatives implicate the Broadcast Ownership Rules and would impede or be reasonably likely to impede News Corp’s business.

~~The Indemnification Arrangements We Entered Into With News Corp in Connection With the Separation May Require Us to Divert Cash to Satisfy Indemnification Obligations to News Corp.~~

Pursuant to the Separation and Distribution Agreement and certain other related agreements, the Company agreed to indemnify News Corp for certain liabilities and News Corp agreed to indemnify the Company for certain liabilities. As a result, we could be required, under certain circumstances, to indemnify News Corp against certain liabilities to the extent such liabilities result from an action we or our affiliates take or from any breach of our or our affiliates’ representations, covenants or obligations under the Separation and Distribution Agreement, tax sharing and indemnification agreement or any other agreement entered into in connection with the Separation.

Certain of Our Directors and Officers May Have Actual or Potential Conflicts of Interest Because of Their Equity Ownership in News Corp, and Certain of Our Officers and Directors May Have Actual or Potential Conflicts of Interest Because They Also Serve as Officers and/or on the Board of Directors of News Corp.

Certain of our directors and executive officers own shares of News Corp’s common stock, and the individual holdings may be significant for some of these individuals compared to their total assets. In addition, certain of our officers and directors also serve as officers and/or as directors of News Corp, including our ~~Chairman and Chief~~ Executive ~~Officer~~Chairmen K. Rupert Murdoch, who serves as News Corp’s Executive Chairman, ~~our Non-Executive Co-Chairman~~and Lachlan K. Murdoch, who serves as News Corp’s ~~Non-Executive Co-Chairman and our Group General Counsel Gerson Zweifach, who serves as News Corp’s General Counsel.~~Co-Chairman. This ownership or service to both companies may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for News Corp and us.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute that may arise between News Corp and us regarding the terms of the agreements governing the internal reorganization, the distribution and the relationship thereafter between the companies, including with respect to the indemnification of certain matters. In addition to any other arrangements that the Company and News Corp may agree to implement, the Company and News Corp agreed that officers and directors who serve at both companies will recuse themselves from decisions where conflicts arise due to their positions at both companies.

The remaining authorized amount under the Company’s stock repurchase program as of September 30, ~~2014,~~2015, excluding commissions, was approximately ~~$5.2~~$3.7 billion.

Below is a summary of the Company’s ~~purchases~~repurchases of its Class A Common Stock during the three months ended September 30, ~~2014:~~2015:

The Company did not ~~purchase~~repurchase any of its Class B Common Stock during the three months ended September 30, ~~2014.~~2015.

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.

Delaware		26-0075658
(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)

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Unaudited Consolidated Statements of Operations for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014	3
	Unaudited Consolidated Statements of Comprehensive Income for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014	4
	Consolidated Balance Sheets as of September 30, ~~2014~~2015 (unaudited) and June 30, ~~2014~~2015 (audited)	5
	Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, ~~2014~~2015 and ~~2013~~2014	6
	Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3229
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4439
Item 4.	Controls and Procedures	4641
Part II. Other Information
Item 1.	Legal Proceedings	4742
Item 1A.	Risk Factors	4843
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5548
Item 3.	Defaults Upon Senior Securities	5548
Item 4.	Mine Safety Disclosures	5548
Item 5.	Other Information	5548
Item 6.	Exhibits	5649
Signature		5750

	As of September 30, 2014			As of June 30, 2014			As of September 30, 2015			As of June 30, 2015
	(in millions)						(in millions)
Total receivables	$	7,596		$	7,737		$	6,910		$	6,812
Allowances for returns and doubtful accounts		(763	)		(815	)		(490	)		(506	)

Total receivables, net		6,833			6,922			6,420			6,306
Less: current receivables, net		(6,350	)		(6,468	)		(6,034	)		(5,912	)

Non-current receivables, net	$	483		$	454		$	386		$	394

	As of September 30, 2014		As of June 30, 2014		As of September 30, 2015		As of June 30, 2015
	(in millions)				(in millions)
Borrowings

Fair value of borrowings	$	23,716	$	22,692	$	21,823	$	21,998

Carrying value of borrowings	$	20,209	$	19,058	$	19,011	$	19,039

	As of September 30, 2014		As of June 30, 2014
	(in millions)
Cash flow hedges

Notional amount of cash flow hedges	$	516	$	393
Fair value of cash flow hedges	$	3	$	(3	)

Net investment hedges

Notional amount of net investment hedges	$	4,156	$	-
Fair value of net investment hedges	$	69	$	-

Economic hedges

Notional amount of economic hedges	$	4,899	$	305
Fair value of economic hedges	$	50	$	(1	)

	As of September 30, 2014			As of June 30, 2014
	(unaudited)			(audited)
Assets:
Current assets:
Cash and cash equivalents	$	4,656		$	5,415
Receivables, net		6,350			6,468
Inventories, net		3,385			3,092
Other		559			401
Total current assets		14,950			15,376
Non-current assets:
Receivables		483			454
Investments		3,734			2,859
Inventories, net		6,748			6,442
Property, plant and equipment, net		2,794			2,931
Intangible assets, net		7,831			8,072
Goodwill		17,609			18,052
Other non-current assets		562			607
Total assets	$	54,711		$	54,793
Liabilities and Equity:
Current liabilities:
Borrowings	$	814		$	799
Accounts payable, accrued expenses and other current liabilities		4,383			4,183
Participations, residuals and royalties payable		1,674			1,546
Program rights payable		1,615			1,638
Deferred revenue		672			690
Total current liabilities		9,158			8,856
Non-current liabilities:
Borrowings		19,395			18,259
Other liabilities		3,516			3,507
Deferred income taxes		2,562			2,729
Redeemable noncontrolling interests		540			541
Commitments and contingencies
Equity:
Class A common stock^(a)		14			14
Class B common stock^(b)		8			8
Additional paid-in capital		14,868			15,041
Retained earnings		2,131			2,389
Accumulated other comprehensive loss		(756	)		(34	)
Total Twenty-First Century Fox, Inc. stockholders' equity		16,265			17,418
Noncontrolling interests		3,275			3,483
Total equity		19,540			20,901
Total liabilities and equity	$	54,711		$	54,793

		Ownership percentage as of September 30, 2014		As of September 30, 2014		As of June 30, 2014
				(in millions)
Equity method investments:
British Sky Broadcasting Group plc^(a)	U.K. DBS operator		39%	$	3,253	$	2,359
Other equity method investments		various			226		197
Fair value of available-for-sale investments^(b)		various			74		124
Other investments		various			181		179
Total investments				$	3,734	$	2,859

		Ownership percentage as of September 30, 2015		As of September 30, 2015		As of June 30, 2015
				(in millions)
Sky^(a)(b)	European DBS operator		39%	$	3,183	$	3,382
Endemol Shine Group^(b)	Global multi-platform content provider		50%		670		706
Other investments		various			545		441

Total investments				$	4,398	$	4,529

Goodwill and intangible assets, net:
Cable Network Programming	$	12,748	$	12,854
Television		4,282		4,282
Filmed Entertainment		2,391		2,441
Direct Broadcast Satellite Television		5,923		6,451
Other, Corporate and Eliminations		96		96
Total goodwill and intangible assets, net	$	25,440	$	26,124

Rating Agency	Senior Debt	Outlook
Moody's	Baa1	Stable
~~S&P~~Standard & Poor's	BBB+	Stable

	Total number of shares purchased		Average price per share		Total cost of purchase		Total number of shares repurchased		Average price per share		Total cost of repurchase
					(in millions)						(in millions)
July		13,947,950	$	34.20	$	477		19,031,879	$	33.15	$	631
August		9,736,315		34.51		336		30,004,438		30.00		900
September		13,076,817		35.18		460		16,806,900		26.24		441

Total		36,761,082			$	1,273		65,843,217			$	1,972

~~2.1~~10.1		~~Sale and Purchase~~Employment Agreement, ~~for Sky Italia S.r.l., dated~~effective as of July ~~25, 2014,~~1, 2015, between ~~SGH Stream Sub, Inc., Twenty-First~~21st Century Fox America, Inc.~~, Sky Italian Holdings S.p.A.~~ and British Sky Broadcasting Group plc.*Lachlan K. Murdoch. (Incorporated by reference to Exhibit 10.33 to the Annual Report of the Registrant on Form 10-K (File No. 001-32352) filed with the Securities and Exchange Commission on August 13, 2015.)

~~2.2~~10.2		~~Share Sale and Purchase~~Employment Agreement, ~~for Sky Deutschland AG, dated~~effective as of July ~~25, 2014,~~1, 2015, between 21st Century Fox ~~Adelaide Holdings B.V., Twenty-First Century Fox,~~America, Inc.~~, Kronen tausend985 GmbH (to be renamed~~ and James R. Murdoch. (Incorporated by reference to ~~Sky German Holdings GmbH)~~Exhibit 10.34 to the Annual Report of the Registrant on Form 10-K (File No. 001-32352) filed with the Securities and British Sky Broadcasting Group plc.*Exchange Commission on August 13, 2015.)

~~4.1~~10.3		~~Registration Rights~~Letter Agreement, dated as of ~~September 15, 2014, by and among~~July 1, 2015, between 21st Century Fox America, Inc.~~, Twenty-First Century Fox, Inc.~~ and ~~J.P. Morgan~~Chase Carey. (Incorporated by reference to Exhibit 10.35 to the Annual Report of the Registrant on Form 10-K (File No. 001-32352) filed with the Securities ~~LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated~~ and Morgan Stanley & Co. LLC.*Exchange Commission on August 13, 2015.)

~~4.2~~10.4		Consulting Agreement, effective as of July 1, 2015, between 21st Century Fox America, Inc. and Chase Carey. (Incorporated by reference to Exhibit 10.36 to the Annual Report of the Registrant on Form of Notes representing $600,000,000 principal amount of 3.700% Senior Notes due 2024, dated September 15, 2014.*10-K (File No. 001-32352) filed with the Securities and Exchange Commission on August 13, 2015.)

~~4.3~~10.5		Letter Agreement, dated as of July 1, 2015, between 21st Century Fox America, Inc. and John P. Nallen. (Incorporated by reference to Exhibit 10.37 to the Annual Report of the Registrant on Form of Notes representing $600,000,000 principal amount of 4.750% Senior Notes due 2044, dated September 15, 2014.* 10-K (File No. 001-32352) filed with the Securities and Exchange Commission on August 13, 2015.)

~~10.1~~		Letter Agreement, dated September 26, 2014, between 21st Century Fox America, Inc. and Gerson Zweifach.*

12.1		Ratio of Earnings to Fixed Charges.*

31.1		~~Chairman and~~ 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 ~~Chairman and~~ 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 September 30, ~~2014~~2015 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Statements of Operations for the three months ended September 30, ~~2014~~2015 and ~~2013;~~2014; (ii) Unaudited Consolidated Statements of Comprehensive Income for the three months ended September 30, ~~2014~~2015 and ~~2013;~~2014; (iii) Consolidated Balance Sheets as of September 30, ~~2014~~2015 (unaudited) and June 30, ~~2014~~2015 (audited); (iv) Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, ~~2014~~2015 and ~~2013;~~2014; and (v) Notes to the Unaudited Consolidated Financial Statements.*

TWENTY-FIRST CENTURY FOX, INC.
(Registrant)

By:		/s/ John P. Nallen
		John P. Nallen
		Senior Executive Vice President and
		Chief Financial Officer

For the three months ended
September 30, ~~2014~~2015
% ~~Increase/(Decrease)~~Increase

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