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 ~~May 1, 2015, 1,258,939,603~~April 29, 2016, 1,095,725,970 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 March 31,						For the nine months ended March 31,						For the three months ended March 31,						For the nine months ended March 31,
	2015			2014			2015			2014			2016			2015			2016			2015
Revenues	$	6,840		$	8,219		$	22,782		$	23,443		$	7,228		$	6,840		$	20,680		$	22,782
Operating expenses		(4,357	)		(5,475	)		(14,775	)		(15,473	)		(4,472	)		(4,357	)		(12,902	)		(14,775	)
Selling, general and administrative		(823	)		(978	)		(2,890	)		(3,082	)		(893	)		(823	)		(2,685	)		(2,890	)
Depreciation and amortization		(124	)		(267	)		(601	)		(840	)		(133	)		(124	)		(391	)		(601	)
Equity earnings of affiliates		330			170			959			430
Equity (losses) earnings of affiliates														(9	)		330			38			959
Interest expense, net		(292	)		(284	)		(907	)		(830	)		(295	)		(292	)		(888	)		(907	)
Interest income		8			6			31			21			12			8			28			31
Other, net		(67	)		(33	)		5,008			123			(47	)		(67	)		(272	)		5,008

Income from continuing operations before income tax expense		1,515			1,358			9,607			3,792			1,391			1,515			3,608			9,607
Income tax expense		(458	)		(269	)		(1,150	)		(929	)		(463	)		(458	)		(1,190	)		(1,150	)

Income from continuing operations		1,057			1,089			8,457			2,863			928			1,057			2,418			8,457
(Loss) income from discontinued operations, net of tax		(15	)		(16	)		(38	)		696
Loss from discontinued operations, net of tax														(3	)		(15	)		(8	)		(38	)

Net income		1,042			1,073			8,419			3,559			925			1,042			2,410			8,419
Less: Net income attributable to noncontrolling interests		(67	)		(20	)		(200	)		(44	)		(84	)		(67	)		(222	)		(200	)

Net income attributable to Twenty-First Century Fox, Inc. stockholders	$	975		$	1,053		$	8,219		$	3,515		$	841		$	975		$	2,188		$	8,219

Earnings per share data

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders - basic and diluted	$	990		$	1,069		$	8,257		$	2,819		$	844		$	990		$	2,196		$	8,257

Weighted average shares:
Basic		2,111			2,252			2,151			2,279			1,916			2,111			1,961			2,151
Diluted		2,113			2,256			2,153			2,283			1,916			2,113			1,962			2,153

Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders per share:
Basic	$	0.47		$	0.47		$	3.84		$	1.24
Diluted	$	0.47		$	0.47		$	3.84		$	1.23
Income from continuing operations attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted													$	0.44		$	0.47		$	1.12		$	3.84

Net income attributable to Twenty-First Century Fox, Inc. stockholders per share - basic and diluted	$	0.46		$	0.47		$	3.82		$	1.54		$	0.44		$	0.46		$	1.12		$	3.82

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

	For the three months ended March 31,						For the nine months ended March 31,						For the three months ended March 31,						For the nine months ended March 31,
	2015			2014			2015			2014			2016			2015			2016			2015
Net income	$	1,042		$	1,073		$	8,419		$	3,559		$	925		$	1,042		$	2,410		$	8,419
Other comprehensive (loss) income, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(378	)		21			(1,990	)		588			77			(378	)		(298	)		(1,990	)
Unrealized holding (losses) gains on securities		(1	)		5			(58	)		(134	)
Losses on interest rate swap contracts														(8	)		-			(8	)		-
Unrealized holding losses on securities														-			(1	)		(4	)		(58	)
Benefit plan adjustments		7			10			21			23			5			7			15			21

Other comprehensive (loss) income, net of tax		(372	)		36			(2,027	)		477
Other comprehensive income (loss), net of tax														74			(372	)		(295	)		(2,027	)

Comprehensive income		670			1,109			6,392			4,036			999			670			2,115			6,392

Less: Net income attributable to noncontrolling interests^(a)		(67	)		(20	)		(200	)		(44	)		(84	)		(67	)		(222	)		(200	)
Less: Other comprehensive (income) loss attributable to noncontrolling interests		-			(4	)		214			(134	)
Less: Other comprehensive loss attributable to noncontrolling interests														-			-			-			214

Comprehensive income attributable to Twenty-First Century Fox, Inc. stockholders	$	603		$	1,085		$	6,406		$	3,858		$	915		$	603		$	1,893		$	6,406

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

	As of March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(unaudited)			(audited)			(unaudited)			(audited)
Assets:
Current assets:
Cash and cash equivalents	$	9,276		$	5,415		$	4,993		$	8,428
Receivables, net		6,345			6,468			6,756			5,912
Inventories, net		3,062			3,092			3,522			2,749
Other		366			401			349			287

Total current assets		19,049			15,376			15,620			17,376

Non-current assets:
Receivables, net		418			454			461			394
Investments		4,441			2,859			4,155			4,529
Inventories, net		6,428			6,442			7,108			6,411
Property, plant and equipment, net		1,696			2,931			1,660			1,722
Intangible assets, net		6,372			8,072			6,707			6,320
Goodwill		12,502			18,052			12,732			12,513
Other non-current assets		586			607			805			786

Total assets	$	51,492		$	54,793		$	49,248		$	50,051

Liabilities and Equity:
Current liabilities:
Borrowings	$	227		$	799		$	475		$	244
Accounts payable, accrued expenses and other current liabilities		3,860			4,183			3,828			3,937
Participations, residuals and royalties payable		1,684			1,546			1,856			1,632
Program rights payable		1,251			1,638			1,519			1,001
Deferred revenue		468			690			598			448

Total current liabilities		7,490			8,856			8,276			7,262

Non-current liabilities:
Borrowings		18,865			18,259			19,270			18,795
Other liabilities		3,355			3,507			3,226			3,105
Deferred income taxes		2,169			2,729			2,415			2,082
Redeemable noncontrolling interests		638			541			511			621
Commitments and contingencies
Equity:
Class A common stock^(a)		13			14			11			12
Class B common stock^(b)		8			8			8			8
Additional paid-in capital		13,647			15,041			12,503			13,427
Retained earnings		6,168			2,389			3,814			5,343
Accumulated other comprehensive loss		(1,847	)		(34	)		(1,865	)		(1,570	)

Total Twenty-First Century Fox, Inc. stockholders' equity		17,989			17,418			14,471			17,220
Noncontrolling interests		986			3,483			1,079			966

Total equity		18,975			20,901			15,550			18,186

Total liabilities and equity	$	51,492		$	54,793		$	49,248		$	50,051

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

	For the nine months ended March 31,						For the nine months ended March 31,
	2015			2014			2016			2015
Operating activities:
Net income	$	8,419		$	3,559		$	2,410		$	8,419
Less: (Loss) income from discontinued operations, net of tax		(38	)		696
Less: Loss from discontinued operations, net of tax								(8	)		(38	)

Income from continuing operations		8,457			2,863			2,418			8,457
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation and amortization		601			840			391			601
Amortization of cable distribution investments		61			61			53			61
Equity-based compensation		80			85			152			80
Equity earnings of affiliates		(959	)		(430	)		(38	)		(959	)
Cash distributions received from affiliates		223			223			225			223
Other, net		(5,008	)		(123	)		272			(5,008	)
Deferred income taxes		204			(143	)
Change in operating assets and liabilities, net of acquisitions:
CLT20 contract termination costs^(a)								(420	)		-
Deferred income taxes and other taxes								373			204
Change in operating assets and liabilities, net of acquisitions and dispositions:
Receivables and other assets		(550	)		(767	)		(866	)		(550	)
Inventories net of program rights payable		(657	)		(1,083	)		(814	)		(657	)
Accounts payable and other liabilities		171			55			266			171

Net cash provided by operating activities from continuing operations		2,623			1,581			2,012			2,623

Investing activities:
Property, plant and equipment		(320	)		(470	)		(156	)		(320	)
Acquisitions, net of cash acquired		(142	)		(692	)		(908	)		(142	)
Investments in equity affiliates		(1,108	)		(72	)		(87	)		(1,108	)
Other investments		(53	)		(33	)		(229	)		(53	)
Proceeds from dispositions, net		8,610			259			-			8,610

Net cash provided by (used in) investing activities from continuing operations		6,987			(1,008	)
Net cash (used in) provided by investing activities from continuing operations								(1,380	)		6,987

Financing activities:
Borrowings		2,534			987			1,195			2,534
Repayment of borrowings		(2,174	)		(142	)		(502	)		(2,174	)
Issuance of shares		49			66
Excess tax benefit from equity-based compensation								11			49
Repurchase of shares		(4,784	)		(2,752	)		(3,958	)		(4,784	)
Dividends paid and distributions		(494	)		(444	)		(465	)		(494	)
Purchase of subsidiary shares from noncontrolling interests		(650	)		(76	)		(287	)		(650	)
Distribution to News Corporation		-			(10	)

Net cash used in financing activities from continuing operations		(5,519	)		(2,371	)		(4,006	)		(5,519	)

Net (decrease) increase in cash and cash equivalents from discontinued operations		(38	)		608
Net decrease in cash and cash equivalents from discontinued operations								(15	)		(38	)

Net increase (decrease) in cash and cash equivalents		4,053			(1,190	)
Net (decrease) increase in cash and cash equivalents								(3,389	)		4,053
Cash and cash equivalents, beginning of year		5,415			6,659			8,428			5,415
Exchange movement on cash balances		(192	)		48			(46	)		(192	)

Cash and cash equivalents, end of period	$	9,276		$	5,517		$	4,993		$	9,276

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 ~~previously announced~~ sale of Sky Italia and its 57% interest in Sky Deutschland to ~~British Sky Broadcasting Group plc, which was subsequently renamed~~ Sky plc (“Sky”) ~~(See Note 2 – Acquisitions, Disposals and Other Transactions)~~. 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 ~~future~~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 annual and 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 on~~met the ~~Company’s consolidated financial statements.~~

~~In April 2015, the FASB issued~~criteria to be reported as discontinued operations in accordance with ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, (“ASU 2015-03”). To simplify the presentation of debt issuance costs, ASU 2015-03 requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 requires retrospective adoption and is effective for the Company for the interim reporting periods beginning July 1, 2016. Early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on its consolidated financial statements.2014-08.

In ~~May~~September 2015, the FASB issued ASU ~~2015-07, “Fair Value Measurements~~2015-16, “Business Combinations (Topic ~~820)~~805): ~~Disclosures~~Simplifying the Accounting for ~~Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”,~~Measurement-Period Adjustments” (“ASU ~~2015-07”~~2015-16”). The amendments in ASU ~~2015-07 removes the requirement~~2015-16 require that an acquirer recognize adjustments to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. ASU 2015-07 also removes the requirement to make certain disclosures for all investmentsprovisional amounts, that are ~~eligible to~~identified during the measurement period, in the reporting period in which the adjustment amounts are determined. ASU 2015-16 will be ~~measured at fair value using the net asset value per share practical expedient. ASU 2015-07 requires retrospective adoption and is~~ effective for the Company for ~~the~~annual and interim reporting periods beginning July 1, 2016. ~~Early adoption is permitted.~~ The Company is currently evaluating the impact ASU ~~2015-07~~2015-16 will have on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The amendments in ASU 2015-17 require that tax liabilities and assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 will be effective for the Company for annual and interim reporting periods beginning July 1, 2017.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments––Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in ASU 2016-02 require recognition of lease assets and liabilities on the balance sheet and disclosure of key information about leasing arrangements. ASU 2016-02 will be effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 simplify the accounting regarding income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company for annual and interim reporting periods beginning July 1, 2017. The Company is currently evaluating the impact ASU 2016-09 will have on 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.

For ~~some~~ recent acquisitions, the accounting for the business combination, including consideration transferred, 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 ~~change~~changes pending the completion of the final valuations of certain assets and liabilities. A change in the purchase price allocations and any estimates of useful lives could result in a change in the value allocated to the intangible assets that could impact future amortization expense.

In ~~October 2014,~~fiscal 2016, the Company, through 21st Century Fox America, Inc. (“21CFA”), a wholly-owned subsidiary of the Company, and the National Geographic Society (“NGS”), formed the entity that became National Geographic Partners, LLC (“National Geographic Partners”), to which, in November 2015, the Company contributed $625 million in cash and the Company and NGS contributed their existing interests in NGC Network US, LLC, NGC Network International, LLC and NGC Network Latin America, LLC (collectively “NGC Networks”). Prior to the transaction, the Company held a controlling interest in NGC Networks, a consolidated subsidiary. NGS also contributed its publishing, travel and certain other businesses (collectively the “NGS Media Business”) to National Geographic Partners. As part of the transaction, National Geographic Partners also acquired the long-term license for the use of certain trademarks owned by NGS related to the NGC Networks and the NGS Media Business. The Company currently holds a 73% controlling interest in National Geographic Partners. The cash paid to NGS of $625 million has been preliminarily allocated as follows: approximately $130 million to certain intangible assets, with useful lives of five years, and other net assets of the NGS Media Business, approximately $440 million to indefinite-lived intangible assets related to the trademark license agreement and approximately $55 million to the increase in the Company’s interest in National Geographic Partners.

In December 2015, the Company acquired ~~two San Francisco-Bay area television stations, KTVU-TV FOX 2~~the entirety of the broadcast business of MAA Television Network Limited (“MAA TV”), an entity in India that broadcasts and ~~KICU-TV 36, with a fair value of~~operates Telugu language entertainment channels, for approximately ~~$220~~$346 million ~~from Cox Media Group~~ in ~~exchange for the Company’s FOX Broadcasting Company (“FOX”) affiliated stations WHBQ-TV FOX 13 and WFXT-TV FOX 25, located in the Memphis and Boston markets, respectively.~~cash including payments toward non-compete agreements. The ~~aggregate~~ excess purchase price of approximately ~~$175~~$285 million has been preliminarily allocated, based on a provisional valuation of ~~the two San Francisco-Bay area television stations,~~MAA TV, as follows: approximately ~~$170~~$75 million to intangible assets consisting of ~~which approximately $105 million has been allocated to FCC licenses with indefinite lives~~multi-channel video programming distributor affiliate agreements and ~~approximately $65 million to amortizable intangible assets, primarily retransmission agreements~~relationships with useful lives of ~~approximately 8~~12 years, advertiser relationships with useful lives of nine years and the MAA TV trade name with a useful life of 10 years; and the balance of the excess representing the goodwill on the ~~transaction.~~transaction included in the Cable Network Programming segment. The goodwill is tax deductible and reflects the synergies and increased market penetration expected from combining the operations of MAA TV and the Company.

In February 2016, the Company acquired the 7% interest it did not already own in a regional sports network for $225 million in cash. As a result of this transaction, the Company now owns 100% of the regional sports network. This transaction was accounted for as the purchase of subsidiary shares from noncontrolling interests (See Note 6 – Fair Value under the heading “Redeemable Noncontrolling Interests”).

In February 2015, the Company acquired trueX media inc. (“true[X]”), a video advertising company specializing in consumer engagement and on-demand marketing campaigns, for ~~an estimated~~a total purchase price of approximately $175 million in cash including deferred payments which are subject to the achievement of service and performance conditions. The excess purchase price of approximately $125 million has been ~~preliminarily~~ allocated ~~based on a provisional valuation of true[X],~~ as follows: approximately ~~$30~~$25 million to intangible assets and the balance of the excess representing the goodwill on the 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.

~~In February~~For fiscal 2016 and 2015, as applicable, the ~~Company entered into an agreement to acquire the broadcast business of MAA Television Network Limited (“MAA TV”), an entity in India that broadcasts~~incremental revenues and operates Telugu language entertainment channels, for approximately $375 million in cash. The acquisition is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close before December 31, 2015.

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%.

paid to acquire Sky’s 21% interest in NGC Network International LLC and NGC Network Latin America LLC (collectively “NGC International”), increasing the Company’s ownership stake in NGC International to 73%. In connection with this transaction, the Company participated in Sky’s equity offering in July 2014 by purchasing additional shares in Sky for approximately $900 million and maintained the Company’s 39% ownership interest. As a result of the transaction, Sky Italia and Sky Deutschland ceased to be consolidated subsidiaries of the Company. The Company recorded a gain of $5.0 billion on this transaction, which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015. The resulting current income tax liability on this transaction will be substantially offset by the utilization of capital loss carryforwards and foreign tax credits (See Note 14 – Additional Financial Information).

The historical operating results of Sky Italia and Sky Deutschland and the gain on their disposal have not been classified as discontinued operations in the Unaudited Consolidated Financial Statements, as the Company has a continuing involvement in Sky.

~~The following table presents the summarized assets and liabilities of Sky Italia and Sky Deutschland:~~

The Company and funds managed by Apollo Global Management, LLC (“Apollo”) formed Endemol Shine Group in December 2014, to which the Company contributed its interests in Shine Group and cash, comprising an aggregate carrying value of approximately $830 million. The joint venture, a global multi-platform content provider, is comprised of Shine Group, Endemol, and CORE Media Group. The Company and Apollo have an equal ownership interest in the joint venture. As a result of the transaction, Shine Group ceased to be a consolidated subsidiary of the Company. The Company recorded a gain of $70 million on this transaction which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015. For income tax purposes, this was structured as a tax free transaction. The Company’s investment in the Endemol Shine Group is accounted for using the equity method of accounting.

The historical operating results of Shine Group and the gain on its disposal have not been classified as discontinued operations in the Unaudited Consolidated Financial Statements, as the Company has a continuing involvement in Endemol Shine Group.

On February 28, 2014, the Company acquired an additional 31% interest in the Yankees Entertainment and Sports Network (the “YES Network”), increasing the Company’s ownership interest to 80%, for approximately $680 million, net of cash acquired. Subsequent to the acquisition, the Company has consolidated the balance sheet and operating results of the YES Network, including $1.7 billion in debt. The remaining 20% of the YES Network not owned by the Company has been recorded at a fair value of approximately $385 million on the acquisition date based on the Company’s valuation of the YES Network business using a market approach (a Level 3 measurement asSegment OIBDA (as defined in Note 711 – ~~Fair Value). The carrying amount of~~Segment Information) related to the acquisitions above included in the Company’s ~~previously held equity interest~~consolidated results of operations were not material individually or in the YES Network was revalued to its fair value of approximately $860 million as of the acquisition date. The aggregate excess purchase price has been allocated, based on a valuation of 100% of the YES Network, as follows: approximately $1.7 billion 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 representing the goodwill on the transaction; and other net assets. Theaggregate.

~~goodwill reflects the synergies and increased market penetration expected from combining the operations of the YES Network and the Company.~~

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 and nine months ended March 31, 2015 and 2014 as discontinued operations on the Unaudited Consolidated Statements of Operations and as discontinued operations on the Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2015 and 2014.

~~Net cash (used in) provided by operating activities from discontinued operations for the nine months ended March 31, 2015 and 2014 were $(38) million and $608 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 March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(in millions)						(in millions)
Total receivables	$	7,393		$	7,737		$	7,834		$	6,812
Allowances for returns and doubtful accounts		(630	)		(815	)		(617	)		(506	)

Total receivables, net		6,763			6,922			7,217			6,306
Less: current receivables, net		(6,345	)		(6,468	)		(6,756	)		(5,912	)

Non-current receivables, net	$	418		$	454		$	461		$	394

	As of March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(in millions)						(in millions)
Programming rights	$	5,906		$	5,812		$	6,510		$	5,496
DVDs, Blu-rays and other merchandise		72			81			78			67
Filmed entertainment costs:
Films:
Released		1,153			1,025			1,193			1,094
Completed, not released		58			317			6			27
In production		897			819			1,099			1,170
In development or preproduction		194			151			253			185

		2,302			2,312			2,551			2,476

Television productions:
Released		875			862			1,000			868
In production		335			463			491			252
In development or preproduction		-			4			-			1

		1,210			1,329			1,491			1,121

Total filmed entertainment costs, less accumulated amortization^(a)		3,512			3,641			4,042			3,597

Total inventories, net		9,490			9,534			10,630			9,160
Less: current portion of inventories, net^(b)		(3,062	)		(3,092	)		(3,522	)		(2,749	)

Total non-current inventories, net	$	6,428		$	6,442		$	7,108		$	6,411

		Ownership percentage as of March 31, 2015		As of March 31, 2015		As of June 30, 2014			Ownership percentage as of March 31, 2016		As of March 31, 2016		As of June 30, 2015
				(in millions)							(in millions)
Sky plc^(a)(c)	European DBS operator		39%	$	3,356	$	2,359
Sky^(a)(b)								European DBS operator		39%	$	3,150	$	3,382
Endemol Shine Group^(c)(b)			50%		688		-	Global multi-platform content provider		50%		588		706
Other investments		various			397		500		various			417		441

Total investments				$	4,441	$	2,859				$	4,155	$	4,529

In July 2014, the Company participated in Sky’s equity offering by purchasing approximately $900 million of additional shares in Sky and maintained the Company’s 39% ownership ~~interest (See Note 2 – Acquisitions, Disposals and Other Transactions).~~interest. The Company received dividends of approximately $210 ~~million and $195~~ million from Sky for the nine months ended March 31, ~~2015~~2016 and ~~2014, respectively.~~2015. Included in Equity earnings of affiliates in the Unaudited Consolidated Statements of Operations for the three months ended March 31, 2015 were the Company’s proportionate share of approximately $350 million of Sky’s gains related to the sale of its investment in Sky Betting & Gaming (“Sky Bet”) and for the nine months ended March 31, 2015 were the Company’s proportionate share of approximately $830 million of Sky’s gains related to the sale of its investments in NGC Network International, LLC and NGC Network Latin America, LLC (collectively “NGC International”), Sky Bet ~~NGC International~~ and ITV plc.

During the nine months ended March 31, 2016, the Company invested approximately $160 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. During the nine months ended March 31, 2016, based on information concerning DraftKings’ current valuation in a financing transaction, the Company determined that a portion of its investment in DraftKings was impaired and reduced the carrying value by approximately $95 million as reflected in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2016.

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

As of March 31, 2015

Description

Total

Quoted prices in
active markets for
identical instruments
(Level 1)

Significant
other
observable
inputs
(Level 2)

Significant
unobservable
inputs
(Level 3)

(in millions)

Assets

Investments^(a)

$
18

$
18

$
-

$
-

Derivatives^(b)

11

-

11

-

Liabilities

Derivatives^(b)

(26
)

-

(26
)

-

Contingent consideration^(c)

(119
)

-

-

(119
)
Redeemable noncontrolling interests^(d)

(638
)

-

-

(638
)

Total

$
(754
)

$
18

$
(15
)

$
(757
)

	Fair value measurements
	As of March 31, 2016
Description	Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(in millions)
Assets
Derivatives^(a)	$	12		$	-	$	12		$	-
Liabilities
Derivatives^(a)		(38	)		-		(38	)		-
Contingent consideration^(b)		(114	)		-		-			(114	)
Redeemable noncontrolling interests		(511	)		-		-			(511	)

Total	$	(651	)	$	-	$	(26	)	$	(625	)

	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
Investments^(a)(c)	$	124		$	124	$	-		$	-		$	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													(621	)		-		-			(621	)

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

The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A, “Distinguishing Liabilities from Equity” (“ASC 480-10-S99-3A”), because their exercise is outside the control of the Company. The redeemable noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in certain of the Company’s majority-owned sports networks. The Company utilizes the market, income or cost approaches or a combination of these valuation techniques for its Level 3 fair value measures, using observable inputs such as market data obtained from independent sources. To the extent observable inputs are not available, the Company utilizes unobservable inputs based upon the assumptions market participants would use in valuing the asset (liability). One minority shareholder’s put right will become exercisable in March 2017. The remaining redeemable noncontrolling interests are currently not exercisable.

The changes in redeemable noncontrolling interests classified as Level 3 measurements were as follows:

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

~~Borrowings~~ As of March 31, 2016, the carrying value of the Company’s investment in DraftKings approximates its fair value, a Level 3 measurement (See Note 5 – Investments under the heading “Other”).

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 and equity method investments.

The increase in the net investment hedges balance as of March 31, 2015 is primarily due to the Company’s use of foreign currency forward contracts to hedge a portion of the carrying value of the Company’s investment in an equity method investee.13

The economic hedges entered into by the Company as of June 30, 2014 primarily related to foreign currency forward contracts of the DBS segment, which was sold in November 2014 (See Note 2 – Acquisitions, Disposals and Other Transactions).NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~As a result~~Unrealized (losses) gains on hedging activity, before tax, of $(41) million and $(10) million for the ~~sale of~~three months ended March 31, 2016 and 2015, respectively, and $(13) million and $121 million for the ~~DBS businesses~~nine months ended March 31, 2016 and 2015, respectively, are included in ~~November 2014, the Company no longer has interest rate swap contracts used as cash flow hedges (See Note 2 – Acquisitions, Disposals and Other Transactions).~~

~~The following table shows the changes in fair value of the Company’s 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. The effective changes in the fair values of derivative contracts designated as net investment hedges are reclassified from accumulated other comprehensive loss to net income when the related foreign subsidiaries or equity method investments are sold and the related cash flows are reported in Proceeds from dispositions, net within Net cash provided by (used in) investing activities from continuing operations in the Unaudited Consolidated Statements of Cash Flows (See Note 2 – Acquisitions, Disposals and Other Transactions)(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, ~~to net income~~ within the next ~~36 months. Cash flows from the settlement of derivative~~three years. For interest rate swap contracts designated as cash flow hedges, ~~offset cash flows from~~ the ~~underlying hedged items and are~~Company expects to reclassify the cumulative changes in fair values, included in ~~operating activities in~~Accumulated other comprehensive loss, within the ~~Unaudited Consolidated Statements of Cash Flows.~~next four 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 March 31, ~~2015~~2016 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. As of March 31, ~~2015,~~2016, the Company did not anticipate nonperformance by any of the counterparties.

In October 2015, 21CFA issued $600 million of 3.70% Senior Notes due 2025 and $400 million of 4.95% Senior Notes due 2045. The net proceeds of $987 million were used for general corporate purposes.

Included in Borrowings within Current liabilities as of March 31, 2016 was $400 million of 8.00% Senior Notes that are due in October 2016 and principal payments on the Yankees Entertainment and Sports Network term loan facility of $75 million that are due in the next 12 months.

The increase in the carrying value of the Cable Network Programming segment goodwill, during the nine months ended March 31, 2015, was primarily due to the acquisition of true[X]. The decrease in the carrying value of the Television, Filmed Entertainment and DBS segments goodwill, during the nine months ended March 31, 2015, was primarily due to the dispositions of the FOX affiliated stations, Shine Group and Sky Deutschland, respectively (See Note 2 – Acquisitions, Disposals and Other Transactions).

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

Included in Borrowings within Non-current liabilities as of June 30, 2014 was €225 million ($308 million) outstanding under the Sky Deutschland credit agreement. In November 2014, Sky Deutschland ceased to be a consolidated subsidiary of the Company, and as a result, this credit agreement is no longer an obligation of the Company (See Note 2 – Acquisitions, Disposals and Other Transactions).

In November 2014, the YES Network amended its credit agreement to increase the total size of its credit facility to $1.765 billion, comprised of a secured revolving credit facility, a term loan facility and a delayed draw term loan facility, and to extend the maturity date of the credit agreement to December 2019. As of March 31, 2015, the outstanding balance on the term loan facility and secured revolving credit facility was $893 million and $152 million, respectively. The total amount available under the secured revolving credit facility is $305 million. The total amount available under the delayed draw term loan facility is $560 million and will be used to retire the YES Network’s Senior Subordinated Notes. ~~If YES Network does not draw and utilize the funds on the delayed draw term loan facility by July 2015, it will be withdrawn.~~

Included in Borrowings within Current liabilities as of March 31, 2015 was 7.60% Senior Notes of $200 million that are due in October 2015 and principal payments on the YES Network term loan facility of $27 million that are due in the next 12 months.

	For the three months ended March 31,
	2015										2014										For the three months ended March 31, 2016									For the nine months ended March 31, 2016
	Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity			Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity			Twenty-First Century Fox stockholders			Noncontrolling interests			Total equity			Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity
	(in millions)																				(in millions)
Balance, beginning of period	$	19,813		$	975			$	20,788		$	17,649		$	3,151			$	20,800		$	14,504		$	991		$	15,495		$	17,220		$	966			$	18,186
Net income (loss)		975			37		^(a)		1,012			1,053			(6	)	^(a)		1,047
Other comprehensive (loss) income		(372	)		-				(372	)		32			4				36
Net income																						841			48	^(a)		889			2,188			126		^(a)		2,314
Other comprehensive income (loss)																						74			-			74			(295	)		-				(295	)
Cancellation of shares, net		(2,046	)		-				(2,046	)		(1,013	)		-				(1,013	)		(740	)		-			(740	)		(3,897	)		-				(3,897	)
Dividends declared		(313	)		-				(313	)		(281	)		-				(281	)		(287	)		-			(287	)		(586	)		-				(586	)
Acquisition of YES Network		-			-				-			-			385				385
Other		(68	)		(26	)	^(d)		(94	)		23			(33	)	^(d)		(10	)		79			40	^(b)		119			(159	)		(13	)	^(b)		(172	)

Balance, end of period	$	17,989		$	986			$	18,975		$	17,463		$	3,501			$	20,964		$	14,471		$	1,079		$	15,550		$	14,471		$	1,079			$	15,550

	For the nine months ended March 31,
	2015										2014										For the three months ended March 31, 2015										For the nine months ended March 31, 2015
	Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity			Twenty-First Century Fox stockholders			Noncontrolling interests				Total equity			Twenty-First Century Fox stockholders			Noncontrolling interests				Total 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		$	19,813		$	975			$	20,788		$	17,418		$	3,483			$	20,901
Net income (loss)		8,219			117		^(a)		8,336			3,515			(30	)	^(a)		3,485
Other comprehensive (loss) income		(1,813	)		(214	)			(2,027	)		343			134				477
Net income																						975			37		^(a)		1,012			8,219			117		^(a)		8,336
Other comprehensive loss																						(372	)		-				(372	)		(1,813	)		(214	)			(2,027	)
Cancellation of shares, net		(4,592	)		-				(4,592	)		(2,577	)		-				(2,577	)		(2,046	)		-				(2,046	)		(4,592	)		-				(4,592	)
Dividends declared		(586	)		-				(586	)		(568	)		-				(568	)		(313	)		-				(313	)		(586	)		-				(586	)
Purchase of noncontrolling interests^(b)(c)		(522	)		(128	)			(650	)		(58	)		(18	)			(76	)		-			-				-			(522	)		(128	)			(650	)
Acquisition of YES Network		-			-				-			-			385				385
Dispositions		-			(2,130	)	^(c)		(2,130	)		-			-				-
Dispositions^(d)																						-			-				-			-			(2,130	)			(2,130	)
Other		(135	)		(142	)	^(d)		(277	)		(190	)		(97	)	^(d)		(287	)		(68	)		(26	)	^(b)		(94	)		(135	)		(142	)	^(b)		(277	)
																						-
Balance, end of period	$	17,989		$	986			$	18,975		$	17,463		$	3,501			$	20,964		$	17,989		$	986			$	18,975		$	17,989		$	986			$	18,975

Comprehensive income is reported in the Unaudited Consolidated Statements of Comprehensive Income and consists of Net income and ~~other gains and losses,~~Other comprehensive income (loss), 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 tables summarize the activity within Other comprehensive income (loss) ~~income:~~:

	For the three months ended March 31, 2015									For the nine months ended March 31, 2015									For the three months ended March 31, 2016									For the nine months ended March 31, 2016
	Before tax			Tax (provision) benefit			Net of tax			Before tax			Tax (provision) benefit			Net of tax			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 gains (losses)																			$	71		$	1		$	72		$	(279	)	$	(23	)	$	(302	)
Amount reclassified on hedging activity^(a)																				9			(4	)		5			7			(3	)		4

Other comprehensive income (loss)																			$	80		$	(3	)	$	77		$	(272	)	$	(26	)	$	(298	)
Losses on interest rate swap contracts
Unrealized losses	$	(452	)	$	71		$	(381	)	$	(1,870	)	$	260		$	(1,610	)	$	(13	)	$	5		$	(8	)	$	(19	)	$	7		$	(12	)
Amount reclassified on hedging activity^(a)		4			(1	)		3			(126	)		(1	)		(127	)		2			(2	)		-			7			(3	)		4
Amount reclassified on dispositions^(b)		-			-			-			(253	)		-			(253	)

Other comprehensive loss	$	(448	)	$	70		$	(378	)	$	(2,249	)	$	259		$	(1,990	)	$	(11	)	$	3		$	(8	)	$	(12	)	$	4		$	(8	)
Gains and losses on securities
Unrealized (losses) gains	$	(1	)	$	-		$	(1	)	$	236		$	(83	)	$	153
Losses on securities
Amount reclassified on sale of securities^(b)		-			-			-			(325	)		114			(211	)	$	-		$	-		$	-		$	(7	)	$	3		$	(4	)
																				-
Other comprehensive loss	$	(1	)	$	-		$	(1	)	$	(89	)	$	31		$	(58	)	$	-		$	-		$	-		$	(7	)	$	3		$	(4	)
Benefit plan adjustments
Unrealized losses																			$	-		$	-		$	-		$	(2	)	$	-		$	(2	)
Reclassification adjustments realized in net income^(c)	$	10		$	(3	)	$	7		$	32		$	(11	)	$	21			9			(4	)		5			26			(9	)		17

Other comprehensive income	$	10		$	(3	)	$	7		$	32		$	(11	)	$	21		$	9		$	(4	)	$	5		$	24		$	(9	)	$	15

	For the three months ended March 31, 2014							For the nine months ended March 31, 2014									For the three months ended March 31, 2015									For the nine months ended March 31, 2015
	Before tax		Tax (provision) benefit			Net of tax		Before tax			Tax (provision) benefit			Net of tax			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 gains	$	17	$	(1	)	$	16	$	663		$	(83	)	$	580
Unrealized losses																	$	(452	)	$	71		$	(381	)	$	(1,870	)	$	260		$	(1,610	)
Amount reclassified on hedging activity^(a)		6		(1	)		5		10			(2	)		8			4			(1	)		3			(126	)		(1	)		(127	)
Amount reclassified on dispositions^(b)																		-			-			-			(253	)		-			(253	)

Other comprehensive income	$	23	$	(2	)	$	21	$	673		$	(85	)	$	588
Other comprehensive loss																	$	(448	)	$	70		$	(378	)	$	(2,249	)	$	259		$	(1,990	)
Gains and losses on securities
Unrealized gains (losses)	$	8	$	(3	)	$	5	$	(6	)	$	2		$	(4	)
Amount reclassified on sale of Phoenix^(b)		-		-			-		(200	)		70			(130	)
Unrealized (losses) gains																	$	(1	)	$	-		$	(1	)	$	236		$	(83	)	$	153
Amount reclassified on sale of securities^(b)																		-			-			-			(325	)		114			(211	)

Other comprehensive income (loss)	$	8	$	(3	)	$	5	$	(206	)	$	72		$	(134	)
Other comprehensive loss																	$	(1	)	$	-		$	(1	)	$	(89	)	$	31		$	(58	)
Benefit plan adjustments
Reclassification adjustments realized in net income^(c)	$	15	$	(5	)	$	10	$	37		$	(14	)	$	23		$	10		$	(3	)	$	7		$	32		$	(11	)	$	21

Other comprehensive income	$	15	$	(5	)	$	10	$	37		$	(14	)	$	23		$	10		$	(3	)	$	7		$	32		$	(11	)	$	21

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

	For the three months ended March 31,						For the nine months ended March 31,						For the three months ended March 31,						For the nine months ended March 31,
	2015			2014			2015			2014			2016			2015			2016			2015
	(in millions)												(in millions)
Income from continuing operations	$	1,057		$	1,089		$	8,457		$	2,863		$	928		$	1,057		$	2,418		$	8,457
Less: Net income attributable to noncontrolling interests		(67	)		(20	)		(200	)		(44	)		(84	)		(67	)		(222	)		(200	)

Income from continuing operations attributable to Twenty-First Century Fox stockholders	$	990		$	1,069		$	8,257		$	2,819		$	844		$	990		$	2,196		$	8,257

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 as of 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 currently intends to complete this stock repurchase program by August ~~2015.~~2016, however, the completion date and the timing and amount of repurchases are at the Company’s discretion. The program may be modified, extended, suspended or discontinued at any time.

The remaining authorized amount under the Company’s stock repurchase program as of March 31, ~~2015,~~2016, excluding commissions, was approximately ~~$1.8~~$1.6 billion.

~~The program may be modified, extended, suspended or discontinued at any time.~~

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

~~In February 2015, the~~The Company declared a ~~semi-annual~~ dividend of ~~$0.15~~$0.150 per share on both the Class A Common Stock and Class B ~~share, resulting~~Common Stock in ~~a prospective annual dividend of $0.30 per share. The dividend declared~~the three months ended March 31, 2016, which was paid onin April ~~15, 2015~~2016 to stockholders of record on March ~~11, 2015.~~9, 2016.

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. ~~The~~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. 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~~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 ~~39.1%~~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 approved the conversion of 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:

	For the nine months ended March 31,				For the nine months ended March 31,
	2015		2014		2016		2015
	(in millions)				(in millions)
Equity-based compensation	$	89	$	126	$	158	$	89

Intrinsic value of all settled equity-based awards	$	303	$	298	$	192	$	303

Tax benefit on vested equity-based awards	$	110	$	91	$	69	$	110

As of March 31, ~~2015,~~2016, the Company’s total estimated compensation cost related to equity-based awards, not yet recognized, was approximately ~~$120~~$140 million, and is expected to be recognized over a weighted average period between one and two 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 March 31, 2015 and June 30, 2014, the liability for cash-settled awards was approximately $15 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 nine months ended March 31, ~~2015,~~2016, approximately ~~4.1~~6.2 million performance stock units (“PSUs”) were granted and approximately 5.9 million PSUs vested.

During the nine months ended March 31, 2015, approximately 4.1 million PSUs were granted and approximately 7.1 million PSUs vested. Approximately 1.7 million units of the awards that vested were settled in cash.

During the nine months ended March 31, 2014, approximately 4.9 million PSUs were granted and approximately 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. The total firm commitments and future debt payments as of March 31, ~~2015~~2016 and June 30, ~~2014~~2015 were ~~$76~~approximately $85 billion and ~~$87~~$75 billion, respectively. The increase from June 30, 2015 was primarily due to an expanded arrangement with one of the 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 March 31, 2016 and June 30, 2015 were approximately $690 million and $1.3 billion, respectively. The decrease from June 30, ~~2014~~2015 was primarily due to the ~~sale~~release of the ~~DBS businesses~~Company’s obligations under a bank guarantee benefiting the Board of Control for Cricket in ~~November 2014~~India (“BCCI”) in July 2015 (See Note 212 – ~~Acquisitions, Disposals~~Additional Financial Information under the heading “Restructuring Programs”) and ~~Other Transactions), partially offset by commitments under~~the expiration of a ~~new contract~~bank guarantee covering the Company’s programming rights obligations as part of the agreement with the International Cricket ~~Council (“ICC”).~~

The Company’s guarantees as of March 31, 2015 and June 30, 2014 were $967 million and $724 million, respectively. The increase from June 30, 2014 was primarily due to the Company obtaining a bank guarantee covering its programming rights obligation in connection with the agreement with the ICC.Council.

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.~~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, and on September 30, 2015, the court granted defendants’ motions in their entirety and dismissed all of the plaintiffs’ claims. On October ~~24, 2014,~~21, 2015, plaintiffs ~~opposed those motions. On November 21, 2014,~~filed a motion for reconsideration of the court’s memorandum, opinion and order, which defendants ~~filed their replies to plaintiffs’ opposition.~~have opposed. The Company’s management believes the claims in the Wilder Litigation are entirely without merit, and intends to vigorously defend ~~those claims.~~

In 2011, U.S. regulators and governmental authorities initiated investigations with respect to 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, and is declining to prosecute the Company.

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”). As of June 30, 2014, the Company recognized approximately $80 million as its obligation under the Indemnity, of which approximately $65 million related to the amounts 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 March 31, 2015, the Company has recognized approximately $50 million as its obligation under the Indemnity, which relates to amounts payable to News Corp. Pursuant to the Indemnity, the Company made payments of $38 million to News Corp during the nine months ended March 31, 2015. 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.this action.

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~~480-10-S99-3A and are classified inas Redeemable noncontrolling ~~interests.~~interests in the Consolidated Balance Sheets. Other than the arrangements classified inas Redeemable noncontrolling interests, the Company is also a party to several other purchase and sale arrangements which become exercisable at various points in time. However, these arrangements are currently either not exercisable in the next twelve months or are not material.

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 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 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.

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 (losses) 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 and amortization and impairment charges, which are significant components in assessing the Company’s financial performance.

	For the three months ended March 31,						For the nine months ended March 31,						For the three months ended March 31,						For the nine months ended March 31,
	2015			2014			2015			2014			2016			2015			2016			2015
	(in millions)												(in millions)
Revenues:
Cable Network Programming	$	3,590		$	3,152		$	10,205		$	8,926		$	3,941		$	3,590		$	11,108		$	10,205
Television		1,237			1,587			3,908			4,265			1,299			1,237			4,064			3,908
Filmed Entertainment		2,389			2,279			7,618			6,876			2,321			2,389			6,467			7,618
Direct Broadcast Satellite Television		-			1,530			2,112			4,437			-			-			-			2,112
Other, Corporate and Eliminations		(376	)		(329	)		(1,061	)		(1,061	)		(333	)		(376	)		(959	)		(1,061	)

Total revenues	$	6,840		$	8,219		$	22,782		$	23,443		$	7,228		$	6,840		$	20,680		$	22,782
Segment OIBDA:
Cable Network Programming	$	1,233		$	1,176		$	3,430		$	3,205		$	1,375		$	1,233		$	3,931		$	3,430
Television		141			288			605			737			125			141			600			605
Filmed Entertainment		382			354			1,176			1,019			470			382			921			1,176
Direct Broadcast Satellite Television		-			58			234			278			-			-			-			234
Other, Corporate and Eliminations		(79	)		(89	)		(267	)		(290	)		(89	)		(79	)		(306	)		(267	)

Total Segment OIBDA	$	1,677		$	1,787		$	5,178		$	4,949		$	1,881		$	1,677		$	5,146		$	5,178

Amortization of cable distribution investments		(17	)		(21	)		(61	)		(61	)		(18	)		(17	)		(53	)		(61	)
Depreciation and amortization		(124	)		(267	)		(601	)		(840	)		(133	)		(124	)		(391	)		(601	)
Equity earnings of affiliates		330			170			959			430
Equity (losses) earnings of affiliates														(9	)		330			38			959
Interest expense, net		(292	)		(284	)		(907	)		(830	)		(295	)		(292	)		(888	)		(907	)
Interest income		8			6			31			21			12			8			28			31
Other, net		(67	)		(33	)		5,008			123			(47	)		(67	)		(272	)		5,008

Income from continuing operations before income tax expense		1,515			1,358			9,607			3,792			1,391			1,515			3,608			9,607
Income tax expense		(458	)		(269	)		(1,150	)		(929	)		(463	)		(458	)		(1,190	)		(1,150	)

Income from continuing operations		1,057			1,089			8,457			2,863			928			1,057			2,418			8,457
(Loss) income from discontinued operations, net of tax		(15	)		(16	)		(38	)		696
Loss from discontinued operations, net of tax														(3	)		(15	)		(8	)		(38	)

Net income		1,042			1,073			8,419			3,559			925			1,042			2,410			8,419
Less: Net income attributable to noncontrolling interests		(67	)		(20	)		(200	)		(44	)		(84	)		(67	)		(222	)		(200	)

Net income attributable to Twenty-First Century Fox stockholders	$	975		$	1,053		$	8,219		$	3,515		$	841		$	975		$	2,188		$	8,219

23Intersegment revenues, generated by the Filmed Entertainment segment, of $315 million and $442 million for the three months ended March 31, 2016 and 2015, respectively, and of $878 million and $1,002 million for the nine months ended March 31, 2016 and 2015, respectively, have been eliminated within the Other, Corporate and Eliminations segment.

Depreciation and amortization includes the ~~Filmed Entertainment segment,~~amortization of ~~$442~~definite lived intangible assets of $64 million and ~~$305~~$60 million for ~~the~~the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively, and ~~of $1,002~~$182 million and ~~$916~~$243 million for the nine months ended March 31, ~~2015~~2016 and ~~2014, respectively, have been eliminated within the Other, Corporate and Eliminations segment.~~

~~Depreciation and amortization for the three months ended March 31,~~ 2015, ~~and 2014 include the amortization of definite lived intangible assets of $60 million and $82 million, respectively, and $243~~ ~~million and $300 million for the nine months ended March 31, 2015 and 2014,~~ respectively.

	As of March 31, 2015		As of June 30, 2014		As of March 31, 2016		As of June 30, 2015
	(in millions)				(in millions)
Total assets:
Cable Network Programming	$	22,879	$	22,422	$	25,151	$	23,235
Television		6,998		6,449		7,098		6,646
Filmed Entertainment		9,357		10,419		9,817		9,105
Direct Broadcast Satellite Television		-		9,144
Other, Corporate and Eliminations		7,817		3,500		3,027		6,536
Investments		4,441		2,859		4,155		4,529

Total assets	$	51,492	$	54,793	$	49,248	$	50,051

	As of March 31, 2015		As of June 30, 2014		As of March 31, 2016		As of June 30, 2015
	(in millions)				(in millions)
Goodwill and intangible assets, net:
Cable Network Programming	$	12,680	$	12,854	$	13,382	$	12,746
Television		4,300		4,282		4,291		4,297
Filmed Entertainment		1,798		2,441		1,766		1,790
Direct Broadcast Satellite Television		-		6,451
Other, Corporate and Eliminations		96		96

Total goodwill and intangible assets, net	$	18,874	$	26,124	$	19,439	$	18,833

	For the nine months ended March 31,						For the nine months ended March 31,
	2015			2014			2016			2015
	(in millions)						(in millions)
Supplemental cash flows information:
Cash paid for income taxes	$	(498	)	$	(1,100	)	$	(586	)	$	(498	)

Cash paid for interest	$	(908	)	$	(816	)	$	(873	)	$	(908	)

Sale of other investments	$	-		$	1

Purchase of other investments	$	(53	)	$	(34	)	$	(229	)	$	(53	)

Supplemental information on businesses acquired and additional investments:
Supplemental information on acquisitions and additional investments:
Fair value of assets acquired	$	219		$	2,833		$	1,199		$	219
Cash acquired		-			3			8			-
Liabilities assumed		(2	)		(1,763	)		(110	)		(2	)
Decrease in deferred consideration		-			7
Noncontrolling interests increase		-			(385	)
Cash paid		(142	)		(695	)		(916	)		(142	)

Fair value of equity instruments issued to third parties		75			-
Fair value of equity instruments issued to third parties^(a)								181			75
Issuance of subsidiary common units		(75	)		-			(181	)		(75	)

Fair value of equity instruments consideration	$	-		$	-		$	-		$	-

The following table sets forth the components of Other, net included in the Unaudited Consolidated Statements of Operations:

For the three months ended
March 31,

For the nine months ended
March 31,

2015

2014

2015

2014

(in millions)

Gain on sale of the DBS businesses^(a)

$
(11
)

$
-

$
4,984

$
-

Gain on disposition of Shine Group^(a)

7

-

70

-

Gain on sale of investment in Phoenix

-

-

-

199

Shareholder litigation settlement^(b)

-

-

-

111

Loss on sale of investment in NDS

-

(30
)

-

(30
)
Restructuring^(c)

(2
)

(3
)

(40
)

(87
)
Investment impairment losses^(d)

-

-

(3
)

(67
)
Devaluation losses and Other^(e)

(61
)

-

(3
)

(3
)

Other, net

$
(67
)

$
(33
)

$
5,008

$
123

	For the three months ended March 31,						For the nine months ended March 31,
	2016			2015			2016			2015
	(in millions)
Gain on disposition of DBS businesses^(a)	$	-		$	(11	)	$	-		$	4,984
Gain on disposition of Shine Group^(a)		-			7			-			70
Investment impairment losses^(b)		-			-			(99	)		(3	)
Acquisition related costs^(c)		-			-			(66	)		-
Restructuring		(6	)		(2	)		(14	)		(40	)
Other^(d)		(41	)		(61	)		(93	)		(3	)

Total other, net	$	(47	)	$	(67	)	$	(272	)	$	5,008

The Company is contemplating settling a portion of its pension obligations. As part of that strategy, the Company will irrevocably transfer a significant portion of pension liabilities to an insurance company selected by an independent fiduciary through the purchase of a group annuity contract. If concluded, the annuity contract is expected to be purchased by June 30, 2015. This purchase, which will be funded with pension plan assets, is not expected to have a material impact on net periodic pension expense for fiscal 2015. The Company expects to incur an estimated $250 million to $350 million pre-tax settlement loss related to the purchase due to the recognition of deferred actuarial losses. The proposed transaction is subject to review by the Pension Benefit Guaranty Corporation.

~~The following table illustrates the overall changes in the Company’s net deferred tax liabilities for the nine months ended March 31, 2015:~~

In fiscal 2015, the Company recorded restructuring charges reflecting contract termination costs at STAR India (“STAR”) related to a program rights contract with the BCCI for the Champions League Twenty20 (“CLT20”) cricket tournament through 2018. The Company ~~had deferred tax assets of $86~~paid approximately $420 million ~~and $61 million as of March 31,~~to the BCCI in July 2015 ~~and June 30, 2014, respectively. The Company had current deferred tax liabilities of $79 million and nil as of March 31, 2015 and June 30, 2014, respectively.~~

~~The Company also had non-current deferred tax liabilities of $2,169 million and $2,729 million as of March 31, 2015 and June 30, 2014, respectively.~~

~~The primary reason~~ for the change in the net deferred tax liabilities is due to the sale of the DBS businesses. This allowed for the utilization of capital loss carryforwards and foreign tax credit carryforwards to offset the current income tax liability attributable to the sale. Previously, these tax assets had a full valuation allowance recorded.contract termination, including service taxes. As a result of the ~~transaction,~~contract termination in June 2015, STAR no longer has the ~~associated valuation allowance was reversed.~~rights to broadcast future CLT20 cricket matches and has no additional payment obligations.

During the third quarter of fiscal 2016, as part of ongoing efforts to transform certain functions and reduce costs, the Company extended a voluntary resignation program to certain employees. Costs related to the voluntary resignation program are accrued when the Company and the employee agree on the specific terms of the voluntary resignation. The Company ~~also reversed~~expects to record a significant portion of the ~~valuation allowance associated with~~costs in the ~~Company’s remaining foreign tax credit carryforwards as it separately determined that it is more likely than not that~~fourth quarter of fiscal 2016 which will be included in restructuring charges, included in Other, net, in the ~~Company will utilize these foreign tax credit carryforwards prior to their expiration.~~consolidated statement of operations.

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.

With respect to the nine months ended March 31, 2015, we identified certain adjustments, which the Company determined were not material, related to the presentation of Earnings (losses) from subsidiary entities for the three and nine months ended March 31, 2014 and for the year ended June 30, 2014 and Intragroup investments as of June 30, 2014. These revisions had no impact on any consolidated totals of the condensed consolidating financial statements. 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 and nine months ended March 31, 2014 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 of 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 May 8, 2014 and with our 2014 Form 10-K.

Accordingly, the Supplemental Condensed Consolidating Statements of Operations for the three and nine months ended March 31, 2014 and for the year ended June 30, 2014 and Supplemental Condensed Consolidating Balance Sheet as of 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

$
1

$
-

$
6,839

$
-

$
6,840

Expenses

(72
)

-

(5,232
)

-

(5,304
)
Equity (losses) earnings of affiliates

(1
)

-

331

-

330

Interest expense, net

(394
)

(173
)

(20
)

295

(292
)
Interest income

-

3

300

(295
)

8

Earnings (losses) from subsidiary entities

1,987

1,171

-

(3,158
)

-

Other, net

(171
)

(11
)

115

-

(67
)

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

1,350

990

2,333

(3,158
)

1,515

Income tax (expense) benefit

(425
)

-

(593
)

560

(458
)

Income (loss) from continuing operations

925

990

1,740

(2,598
)

1,057

Loss from discontinued operations, net of tax

-

(15
)

-

-

(15
)

Net income (loss)

925

975

1,740

(2,598
)

1,042

Less: Net income attributable to noncontrolling interests

-

-

(67
)

-

(67
)

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

$
925

$
975

$
1,673

$
(2,598
)

$
975

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

$
459

$
603

$
1,210

$
(1,669
)

$
603

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	1		$	-		$	7,227		$	-		$	7,228
Expenses		(88	)		-			(5,410	)		-			(5,498	)
Equity losses of affiliates		(1	)		-			(8	)		-			(9	)
Interest expense, net		(408	)		(179	)		(17	)		309			(295	)
Interest income		5			1			315			(309	)		12
Earnings from subsidiary entities		1,570			1,022			-			(2,592	)		-
Other, net		(6	)		-			(41	)		-			(47	)

Income from continuing operations before income tax expense		1,073			844			2,066			(2,592	)		1,391
Income tax expense		(358	)		-			(689	)		584			(463	)

Income from continuing operations		715			844			1,377			(2,008	)		928
Loss from discontinued operations, net of tax		-			(3	)		-			-			(3	)

Net income		715			841			1,377			(2,008	)		925
Less: Net income attributable to noncontrolling interests		-			-			(84	)		-			(84	)

Net income attributable to Twenty-First Century Fox stockholders	$	715		$	841		$	1,293		$	(2,008	)	$	841

Comprehensive income attributable to Twenty-First Century Fox stockholders	$	703		$	915		$	1,415		$	(2,118	)	$	915

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Revenues

$
1

$
-

$
8,218

$
-

$
8,219

Expenses

(68
)

-

(6,652
)

-

(6,720
)
Equity earnings of affiliates

1

-

169

-

170

Interest expense, net

(396
)

(142
)

(14
)

268

(284
)
Interest income

1

1

272

(268
)

6

Earnings (losses) from subsidiary entities

1,952

1,203

-

(3,155
)

-

Other, net

5

-

(38
)

-

(33
)

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

1,496

1,062

1,955

(3,155
)

1,358

Income tax (expense) benefit

(293
)

-

(390
)

414

(269
)

Income (loss) from continuing operations

1,203

1,062

1,565

(2,741
)

1,089

Loss from discontinued operations, net of tax

(7
)

(9
)

-

-

(16
)

Net income (loss)

1,196

1,053

1,565

(2,741
)

1,073

Less: Net income attributable to noncontrolling interests

-

-

(20
)

-

(20
)

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

$
1,196

$
1,053

$
1,545

$
(2,741
)

$
1,053

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

$
1,054

$
1,085

$
1,623

$
(2,677
)

$
1,085

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries			21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	1		$	-		$	22,781		$	-		$	22,782		$	1		$	-		$	6,839		$	-		$	6,840
Expenses		(241	)		-			(18,025	)		-			(18,266	)		(72	)		-			(5,232	)		-			(5,304	)
Equity (losses) earnings of affiliates		(2	)		-			961			-			959			(1	)		-			331			-			330
Interest expense, net		(1,188	)		(463	)		(78	)		822			(907	)		(394	)		(173	)		(20	)		295			(292	)
Interest income		8			4			841			(822	)		31			-			3			300			(295	)		8
Earnings (losses) from subsidiary entities		10,513			8,727			-			(19,240	)		-
Earnings from subsidiary entities																	1,987			1,171			-			(3,158	)		-
Other, net		(18	)		(11	)		5,037			-			5,008			(171	)		(11	)		115			-			(67	)

Income (loss) from continuing operations before income tax (expense) benefit		9,073			8,257			11,517			(19,240	)		9,607
Income tax (expense) benefit		(1,085	)		-			(1,378	)		1,313			(1,150	)
Income from continuing operations before income tax expense																	1,350			990			2,333			(3,158	)		1,515
Income tax expense																	(425	)		-			(593	)		560			(458	)

Income (loss) from continuing operations		7,988			8,257			10,139			(17,927	)		8,457
Income from continuing operations																	925			990			1,740			(2,598	)		1,057
Loss from discontinued operations, net of tax		-			(38	)		-			-			(38	)		-			(15	)		-			-			(15	)

Net income (loss)		7,988			8,219			10,139			(17,927	)		8,419
Net income																	925			975			1,740			(2,598	)		1,042
Less: Net income attributable to noncontrolling interests		-			-			(200	)		-			(200	)		-			-			(67	)		-			(67	)

Net income (loss) attributable to Twenty-First Century Fox stockholders	$	7,988		$	8,219		$	9,939		$	(17,927	)	$	8,219
Net income attributable to Twenty-First Century Fox stockholders																$	925		$	975		$	1,673		$	(2,598	)	$	975

Comprehensive income (loss) attributable to Twenty-First Century Fox stockholders	$	5,925		$	6,406		$	7,858		$	(13,783	)	$	6,406
Comprehensive income attributable to Twenty-First Century Fox stockholders																$	459		$	603		$	1,210		$	(1,669	)	$	603

21st Century
Fox America, Inc.

Twenty-First
Century Fox

Non-Guarantor

Reclassifications
and
Eliminations

Twenty-First
Century Fox
and
Subsidiaries

Revenues

$
1

$
-

$
23,442

$
-

$
23,443

Expenses

(233
)

-

(19,162
)

-

(19,395
)
Equity earnings of affiliates

1

-

429

-

430

Interest expense, net

(1,174
)

(418
)

(27
)

789

(830
)
Interest income

2

2

806

(789
)

21

Earnings (losses) from subsidiary entities

5,424

3,228

-

(8,652
)

-

Other, net

280

-

(157
)

-

123

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

4,301

2,812

5,331

(8,652
)

3,792

Income tax (expense) benefit

(1,054
)

-

(1,306
)

1,431

(929
)

Income (loss) from continuing operations

3,247

2,812

4,025

(7,221
)

2,863

(Loss) income from discontinued operations, net of tax

(7
)

703

-

-

696

Net income (loss)

3,240

3,515

4,025

(7,221
)

3,559

Less: Net income attributable to noncontrolling interests

-

-

(44
)

-

(44
)

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

$
3,240

$
3,515

$
3,981

$
(7,221
)

$
3,515

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

$
2,995

$
3,858

$
4,336

$
(7,331
)

$
3,858

Supplemental Condensed Consolidating Statement of Operations
For the nine months ended March 31, 2016
(in millions)
	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	1		$	-		$	20,679		$	-		$	20,680
Expenses		(283	)		-			(15,695	)		-			(15,978	)
Equity (losses) earnings of affiliates		(2	)		-			40			-			38
Interest expense, net		(1,212	)		(532	)		(56	)		912			(888	)
Interest income		6			3			931			(912	)		28
Earnings from subsidiary entities		4,803			2,725			-			(7,528	)		-
Other, net		(114	)		-			(158	)		-			(272	)

Income from continuing operations before income tax expense		3,199			2,196			5,741			(7,528	)		3,608
Income tax expense		(1,055	)		-			(1,894	)		1,759			(1,190	)

Income from continuing operations		2,144			2,196			3,847			(5,769	)		2,418
Loss from discontinued operations, net of tax		-			(8	)		-			-			(8	)

Net income		2,144			2,188			3,847			(5,769	)		2,410
Less: Net income attributable to noncontrolling interests		-			-			(222	)		-			(222	)

Net income attributable to Twenty-First Century Fox stockholders	$	2,144		$	2,188		$	3,625		$	(5,769	)	$	2,188

Comprehensive income attributable to Twenty-First Century Fox stockholders	$	1,657		$	1,893		$	3,301		$	(4,958	)	$	1,893

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) benefit

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

Supplemental Condensed Consolidating Statement of Operations
For the nine months ended March 31, 2015
(in millions)
	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries
Revenues	$	1		$	-		$	22,781		$	-		$	22,782
Expenses		(241	)		-			(18,025	)		-			(18,266	)
Equity (losses) earnings of affiliates		(2	)		-			961			-			959
Interest expense, net		(1,188	)		(463	)		(78	)		822			(907	)
Interest income		8			4			841			(822	)		31
Earnings from subsidiary entities		10,513			8,727			-			(19,240	)		-
Other, net		(18	)		(11	)		5,037			-			5,008

Income from continuing operations before income tax expense		9,073			8,257			11,517			(19,240	)		9,607
Income tax expense		(1,085	)		-			(1,378	)		1,313			(1,150	)

Income from continuing operations		7,988			8,257			10,139			(17,927	)		8,457
Loss from discontinued operations, net of tax		-			(38	)		-			-			(38	)

Net income		7,988			8,219			10,139			(17,927	)		8,419
Less: Net income attributable to noncontrolling interests		-			-			(200	)		-			(200	)

Net income attributable to Twenty-First Century Fox stockholders	$	7,988		$	8,219		$	9,939		$	(17,927	)	$	8,219

Comprehensive income attributable to Twenty-First Century Fox stockholders	$	5,925		$	6,406		$	7,858		$	(13,783	)	$	6,406

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

$
468

$
7,716

$
1,092

$
-

$
9,276

Receivables, net

11

-

6,335

(1
)

6,345

Inventories, net

-

-

3,062

-

3,062

Other

51

-

315

-

366

Total current assets

530

7,716

10,804

(1
)

19,049

Non-current assets:

Receivables, net

15

-

403

-

418

Inventories, net

-

-

6,428

-

6,428

Property, plant and equipment, net

219

-

1,477

-

1,696

Intangible assets, net

-

-

6,372

-

6,372

Goodwill

-

-

12,502

-

12,502

Other

430

-

156

-

586

Investments:

Investments in associated companies and other investments

50

22

4,369

-

4,441

Intragroup investments

92,103

52,704

-

(144,807
)

-

Total investments

92,153

52,726

4,369

(144,807
)

4,441

TOTAL ASSETS

$
93,347

$
60,442

$
42,511

$
(144,808
)

$
51,492

LIABILITIES AND EQUITY

Current liabilities:

Borrowings

$
200

$
-

$
27

$
-

$
227

Other current liabilities

431

376

6,457

(1
)

7,263

Total current liabilities

631

376

6,484

(1
)

7,490

Non-current liabilities:

Borrowings

17,278

-

1,587

-

18,865

Other non-current liabilities

670

-

4,854

-

5,524

Intercompany

35,118

42,077

(77,195
)

-

-

Redeemable noncontrolling interests

-

-

638

-

638

Total equity

39,650

17,989

106,143

(144,807
)

18,975

TOTAL LIABILITIES AND EQUITY

$
93,347

$
60,442

$
42,511

$
(144,808
)

$
51,492

	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	$	2,594	$	1,635		$	-		$	4,993
Receivables, net		16		-		6,741			(1	)		6,756
Inventories, net		-		-		3,522			-			3,522
Other		15		-		334			-			349

Total current assets		795		2,594		12,232			(1	)		15,620

Non-current assets:
Receivables, net		15		-		446			-			461
Inventories, net		-		-		7,108			-			7,108
Property, plant and equipment, net		215		-		1,445			-			1,660
Intangible assets, net		-		-		6,707			-			6,707
Goodwill		-		-		12,732			-			12,732
Other non-current assets		388		-		417			-			805
Investments:
Investments in associated companies and other investments		136		37		3,982			-			4,155
Intragroup investments		97,639		55,559		-			(153,198	)		-

Total investments		97,775		55,596		3,982			(153,198	)		4,155

TOTAL ASSETS	$	99,188	$	58,190	$	45,069		$	(153,199	)	$	49,248

LIABILITIES AND EQUITY
Current liabilities:
Borrowings	$	400	$	-	$	75		$	-		$	475
Other current liabilities		468		406		6,928			(1	)		7,801

Total current liabilities		868		406		7,003			(1	)		8,276

Non-current liabilities:
Borrowings		17,878		-		1,392			-			19,270
Other non-current liabilities		537		-		5,104			-			5,641
Intercompany		37,281		43,313		(80,594	)		-			-
Redeemable noncontrolling interests		-		-		511			-			511
Total equity		42,624		14,471		111,653			(153,198	)		15,550

TOTAL LIABILITIES AND EQUITY	$	99,188	$	58,190	$	45,069		$	(153,199	)	$	49,248

	21st Century Fox America, Inc.		Twenty-First Century Fox		Non-Guarantor			Reclassifications and Eliminations			Twenty-First Century Fox and Subsidiaries		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	$	767	$	5,913		$	1,748		$	-		$	8,428
Receivables, net		3		-		6,466			(1	)		6,468		11		-			5,902			(1	)		5,912
Inventories, net		-		-		3,092			-			3,092		-		-			2,749			-			2,749
Other		10		-		391			-			401		14		-			273			-			287

Total current assets		486		3,120		11,771			(1	)		15,376		792		5,913			10,672			(1	)		17,376

Non-current assets:
Receivables, net		16		-		438			-			454		15		-	��		379			-			394
Inventories, net		-		-		6,442			-			6,442		-		-			6,411			-			6,411
Property, plant and equipment, net		145		-		2,786			-			2,931		230		-			1,492			-			1,722
Intangible assets, net		-		-		8,072			-			8,072		-		-			6,320			-			6,320
Goodwill		-		-		18,052			-			18,052		-		-			12,513			-			12,513
Other		410		-		197			-			607
Other non-current assets														384		-			402			-			786
Investments:
Investments in associated companies and other investments		113		19		2,727			-			2,859		50		22			4,457			-			4,529
Intragroup investments		80,714		46,499		-			(127,213	)		-		92,821		53,278			-			(146,099	)		-

Total investments		80,827		46,518		2,727			(127,213	)		2,859		92,871		53,300			4,457			(146,099	)		4,529

TOTAL ASSETS	$	81,884	$	49,638	$	50,485		$	(127,214	)	$	54,793	$	94,292	$	59,213		$	42,646		$	(146,100	)	$	50,051

LIABILITIES AND EQUITY
Current liabilities:
Borrowings	$	750	$	-	$	49		$	-		$	799	$	200	$	-		$	44		$	-		$	244
Other current liabilities		516		85		7,457			(1	)		8,057		467		74			6,478			(1	)		7,018

Total current liabilities		1,266		85		7,506			(1	)		8,856		667		74			6,522			(1	)		7,262

Non-current liabilities:
Borrowings		16,279		-		1,980			-			18,259		17,278		-			1,517			-			18,795
Other non-current liabilities		316		-		5,920			-			6,236		571		-			4,616			-			5,187
Intercompany		33,276		32,135		(65,411	)		-			-		35,999		41,919			(77,918	)		-			-
Redeemable noncontrolling interests		-		-		541			-			541		-		-			621			-			621
Total equity		30,747		17,418		99,949			(127,213	)		20,901		39,777		17,220			107,288			(146,099	)		18,186

TOTAL LIABILITIES AND EQUITY	$	81,884	$	49,638	$	50,485		$	(127,214	)	$	54,793	$	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
Operating activities:
Net cash (used in) provided by operating activities from continuing operations	$	(585	)	$	1,569		$	1,028		$	-	$	2,012

Investing activities:
Property, plant and equipment		(5	)		-			(151	)		-		(156	)
Investments		(185	)		(586	)		(453	)		-		(1,224	)

Net cash used in investing activities from continuing operations		(190	)		(586	)		(604	)		-		(1,380	)

Financing activities:
Borrowings		987			-			208			-		1,195
Repayment of borrowings		(200	)		-			(302	)		-		(502	)
Excess tax benefit from equity-based compensation		-			11			-			-		11
Repurchase of shares		-			(3,958	)		-			-		(3,958	)
Dividends paid and distributions		-			(299	)		(166	)		-		(465	)
Purchase of subsidiary shares from noncontrolling interests		-			(56	)		(231	)		-		(287	)

Net cash provided by (used in) financing activities from continuing operations		787			(4,302	)		(491	)		-		(4,006	)

Discontinued operations:
Net decrease in cash and cash equivalents from discontinued operations		(15	)		-			-			-		(15	)

Net decrease in cash and cash equivalents		(3	)		(3,319	)		(67	)		-		(3,389	)
Cash and cash equivalents, beginning of year		767			5,913			1,748			-		8,428
Exchange movement on cash balances		-			-			(46	)		-		(46	)

Cash and cash equivalents, end of period	$	764		$	2,594		$	1,635		$	-	$	4,993

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

$
(276
)

$
1,675

$
1,224

$
-

$
2,623

Investing activities:

Property, plant and equipment

(84
)

-

(236
)

-

(320
)
Investments

(127
)

(3
)

(1,173
)

-

(1,303
)
Proceeds from dispositions, net

79

8,582

(51
)

-

8,610

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

(132
)

8,579

(1,460
)

-

6,987

Financing activities:

Borrowings

1,191

-

1,343

-

2,534

Repayment of borrowings

(750
)

-

(1,424
)

-

(2,174
)
Issuance of shares

-

49

-

-

49

Repurchase of shares

-

(4,784
)

-

-

(4,784
)
Dividends paid and distributions

-

(273
)

(221
)

-

(494
)
Purchase of subsidiary shares from noncontrolling interests

-

(650
)

-

-

(650
)

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

441

(5,658
)

(302
)

-

(5,519
)

Discontinued operations:

Net decrease in cash and cash equivalents from discontinued operations

(38
)

-

-

-

(38
)

Net (decrease) increase in cash and cash equivalents

(5
)

4,596

(538
)

-

4,053

Cash and cash equivalents, beginning of year

473

3,120

1,822

-

5,415

Exchange movement on cash balances

-

-

(192
)

-

(192
)

Cash and cash equivalents, end of period

$
468

$
7,716

$
1,092

$
-

$
9,276

	21st Century Fox America, Inc.			Twenty-First Century Fox			Non-Guarantor			Reclassifications and Eliminations		Twenty-First Century Fox and Subsidiaries			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	$	(817	)	$	1,481		$	917		$	-	$	1,581		$	(276	)	$	1,675		$	1,224		$	-	$	2,623

Investing activities:
Property, plant and equipment		(3	)		-			(467	)		-		(470	)		(84	)		-			(236	)		-		(320	)
Investments		(1	)		-			(796	)		-		(797	)		(127	)		(3	)		(1,173	)		-		(1,303	)
Proceeds from dispositions, net		-			-			259			-		259			79			8,582			(51	)		-		8,610

Net cash used in investing activities from continuing operations		(4	)		-			(1,004	)		-		(1,008	)
Net cash (used in) provided by investing activities from continuing operations																(132	)		8,579			(1,460	)		-		6,987

Financing activities:
Borrowings		987			-			-			-		987			1,191			-			1,343			-		2,534
Repayment of borrowings		(134	)		-			(8	)		-		(142	)		(750	)		-			(1,424	)		-		(2,174	)
Issuance of shares		-			66			-			-		66
Excess tax benefit from equity-based compensation																-			49			-			-		49
Repurchase of shares		-			(2,752	)		-			-		(2,752	)		-			(4,784	)		-			-		(4,784	)
Dividends paid and distributions		-			(287	)		(157	)		-		(444	)		-			(273	)		(221	)		-		(494	)
Purchase of subsidiary shares from noncontrolling interests		-			-			(76	)		-		(76	)		-			(650	)		-			-		(650	)
Distribution to News Corporation		-			(10	)		-			-		(10	)

Net cash provided by (used in) financing activities from continuing operations		853			(2,983	)		(241	)		-		(2,371	)		441			(5,658	)		(302	)		-		(5,519	)

Discontinued operations:
Net (decrease) increase in cash and cash equivalents from discontinued operations		(90	)		698			-			-		608
Net decrease in cash and cash equivalents from discontinued operations																(38	)		-			-			-		(38	)

Net decrease in cash and cash equivalents		(58	)		(804	)		(328	)		-		(1,190	)
Net (decrease) increase in cash and cash equivalents																(5	)		4,596			(538	)		-		4,053
Cash and cash equivalents, beginning of year		524			3,956			2,179			-		6,659			473			3,120			1,822			-		5,415
Exchange movement on cash balances		-			-			48			-		48			-			-			(192	)		-		(192	)

Cash and cash equivalents, end of period	$	466		$	3,152		$	1,899		$	-	$	5,517		$	468		$	7,716		$	1,092		$	-	$	9,276

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 March 31, 2016 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 March 31, 2016, 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 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 Other, Corporate and Eliminations segment consists primarily of corporate overhead and eliminations and other businesses.~~

~~In February 2015,~~See Note 2 – Acquisitions, Disposals and Other Transactions under the ~~Company acquired trueX media inc., a video advertising company specializing in consumer engagement~~heading “Fiscal 2016” and ~~on-demand marketing campaigns, for an estimated total purchase price of approximately $175 million in cash including deferred payments which are subject~~Note 5 – Investments under the heading “Other” to the ~~achievement~~accompanying Unaudited Consolidated Financial Statements of ~~service and performance conditions.~~

~~In February 2015, the Company entered into an agreement to acquire the broadcast business~~Twenty-First Century Fox for a discussion of MAA Television Network Limited (“MAA TV”), an entity in India that broadcasts and operates Telugu language entertainment channels, for approximately $375 million in cash. The acquisition is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close before December 31, 2015.

~~In October 2014, the Company acquired two San Francisco-Bay area television stations, KTVU-TV FOX 2 and KICU-TV 36, with a fair value of approximately $220 million from Cox Media Group in exchange for~~ 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.

The Company and funds managed by Apollo Global Management, LLC (“Apollo”) formed Endemol Shine Group in December 2014 to which the Company contributed its interests in Shine Group and cash, comprising an aggregate carrying value of approximately $830 million. The joint venture, a global multi-platform content provider, is comprised of Shine Group, Endemol, and CORE Media Group. The Company and Apollo have an equal ownership interest in the joint venture. As a result of the transaction, Shine Group ceased to be a consolidated subsidiary of the Company. The Company recorded a gain of $70 million on this transaction which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015. The Company’s investment in the Endemol Shine Group is accounted for using the equity method of accounting.

On November 12, 2014, the Company sold its 100% and 57% ownership stakes in Sky Italia and Sky Deutschland, respectively, to Sky for approximately $8.8 billion in value comprised of approximately $8.2 billion in cash received, net of $650 million of cash paid to acquire Sky’s 21% interest in NGC Network International LLC and NGC Network Latin America LLC (collectively “NGC International”), increasing the Company’s ownership stake in NGC International to 73%. In connection with this transaction, the Company participated in Sky’s equity offering in July 2014 by purchasing additional shares in Sky for approximately $900 million

and maintained the Company’s 39% ownership interest. As a result of the transaction, Sky Italia and Sky Deutschland ceased to be consolidated subsidiaries of the Company. The Company recorded a gain of $5.0 billion on this transaction, which was included in Other, net in the Unaudited Consolidated Statements of Operations for the nine months ended March 31, 2015.

Results of Operations—For the three and nine months ended March 31, ~~2015~~2016 versus the three and nine months ended March 31, ~~2014~~2015

The following tables set forth the Company’s operating results for the three and nine months ended March 31, ~~2015,~~2016, as compared to the three and nine months ended March 31, ~~2014,~~2015, including presentation of Revenues by component excluding the DBS segment and related intersegment eliminations.

	For the three months ended March 31,										For the nine months ended March 31,										For the three months ended March 31,										For the nine months ended March 31,
	2015			2014			% Change				2015			2014			% Change				2016			2015			% Change				2016			2015			% Change
	(in millions, except %)																				(in millions, except %)
Revenues:
Affiliate fees	$	2,740		$	2,326			18		%	$	7,652		$	6,547			17		%	$	2,939		$	2,740			7		%	$	8,321		$	7,652			9		%
Subscription		-			1,390			(100	)	%		1,964			4,061			(52	)	%		-			-			-				-			1,964			(100	)	%
Advertising		1,840			2,294			(20	)	%		5,944			6,344			(6	)	%		1,907			1,840			4		%		5,950			5,944			-
Content		2,189			2,067			6		%		6,938			6,135			13		%		2,288			2,189			5		%		6,046			6,938			(13	)	%
Other		71			142			(50	)	%		284			356			(20	)	%		94			71			32		%		363			284			28		%

Total revenues		6,840			8,219			(17	)	%		22,782			23,443			(3	)	%		7,228			6,840			6		%		20,680			22,782			(9	)	%
Operating expenses		(4,357	)		(5,475	)		(20	)	%		(14,775	)		(15,473	)		(5	)	%		(4,472	)		(4,357	)		3		%		(12,902	)		(14,775	)		(13	)	%
Selling, general and administrative		(823	)		(978	)		(16	)	%		(2,890	)		(3,082	)		(6	)	%		(893	)		(823	)		9		%		(2,685	)		(2,890	)		(7	)	%
Depreciation and amortization		(124	)		(267	)		(54	)	%		(601	)		(840	)		(28	)	%		(133	)		(124	)		7		%		(391	)		(601	)		(35	)	%
Equity earnings of affiliates		330			170			94		%		959			430		**
Equity (losses) earnings of affiliates																						(9	)		330		**					38			959			(96	)	%
Interest expense, net		(292	)		(284	)		3		%		(907	)		(830	)		9		%		(295	)		(292	)		1		%		(888	)		(907	)		(2	)	%
Interest income		8			6			33		%		31			21			48		%		12			8			50		%		28			31			(10	)	%
Other, net		(67	)		(33	)	**					5,008			123		**					(47	)		(67	)		30		%		(272	)		5,008		**

Income from continuing operations before income tax expense		1,515			1,358			12		%		9,607			3,792		**					1,391			1,515			(8	)	%		3,608			9,607			(62	)	%
Income tax expense		(458	)		(269	)		70		%		(1,150	)		(929	)		24		%		(463	)		(458	)		1		%		(1,190	)		(1,150	)		3		%

Income from continuing operations		1,057			1,089			(3	)	%		8,457			2,863		**					928			1,057			(12	)	%		2,418			8,457			(71	)	%
(Loss) income from discontinued operations, net of tax		(15	)		(16	)		(6	)	%		(38	)		696		**
Loss from discontinued operations, net of tax																						(3	)		(15	)		(80	)	%		(8	)		(38	)		(79	)	%

Net income		1,042			1,073			(3	)	%		8,419			3,559		**					925			1,042			(11	)	%		2,410			8,419			(71	)	%
Less: Net income attributable to noncontrolling interests		(67	)		(20	)	**					(200	)		(44	)	**					(84	)		(67	)		25		%		(222	)		(200	)		11		%

Net income attributable to Twenty-First Century Fox stockholders	$	975		$	1,053			(7	)	%	$	8,219		$	3,515		**				$	841		$	975			(14	)	%	$	2,188		$	8,219			(73	)	%

	For the three months ended March 31,							For the nine months ended March 31,
	2016		2015		% Change			2016		2015		% Change
	(in millions, except %)
Revenues (excluding Direct Broadcast Satellite Television):
Affiliate fees	$	2,939	$	2,740		7	%	$	8,321	$	7,695		8		%
Advertising		1,907		1,840		4	%		5,950		5,838		2		%
Content		2,288		2,189		5	%		6,046		6,961		(13	)	%
Other		94		71		32	%		363		253		43		%

Adjusted total revenues		7,228		6,840		6	%		20,680		20,747		-
Direct Broadcast Satellite Television, net of eliminations		-		-		-			-		2,035		(100	)	%

Total revenues	$	7,228	$	6,840		6	%	$	20,680	$	22,782		(9	)	%

For the three months ended
March 31,

For the nine months ended
March 31,

2015

2014

% Change

2015

2014

% Change

(in millions, except %)
Revenues (excluding Direct Broadcast Satellite Television):

Affiliate fees

$
2,740

$
2,359

16

%

$
7,695

$
6,643

16

%

Advertising

1,840

2,200

(16
)
%

5,838

6,111

(4
)
%

Content

2,189

2,083

5

%

6,961

6,182

13

%

Other

71

114

(38
)
%

253

286

(12
)
%

Adjusted Total Revenues

6,840

6,756

1

%

20,747

19,222

8

%

Direct Broadcast Satellite Television, net of eliminations

-

1,463

(100
)
%

2,035

4,221

(52
)
%

Total revenues

$
6,840

$
8,219

(17
)
%

$
22,782

$
23,443

(3
)
%

Overview –The Company’s revenues ~~decreased 17% and 3%~~increased 6% for the three months ended March 31, 2016 and decreased 9% for the nine months ended March 31, ~~2015, respectively,~~2016, as compared to the corresponding periods of fiscal ~~2014.~~2015. The ~~changes~~change in revenues ~~were~~for the nine months ended March 31, 2016 was 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 ~~increased 1% and 8%~~remained relatively flat for the ~~three and~~ nine months ended March 31, ~~2015, respectively,~~2016, as compared to the corresponding ~~periods~~period of fiscal ~~2014,~~2015. For the three months ended March 31, 2016, the revenues increased primarily due to higher affiliate fee and advertising revenues ~~partially offset by a decrease~~and the effect of the acquisition of the publishing, travel and certain other businesses (the “NGS Media Business”) in ~~advertising revenues.~~November 2015 from the National Geographic Society (See Note 2 – Acquisitions, Disposals and Other Transactions to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the heading “National Geographic Partners”). The increase in affiliate fee ~~revenues~~revenue was primarily ~~attributable~~due to higher average rates per subscriber across most channels, and the ~~acquisition of the majority interest in the Yankees Entertainment and Sports Network (the “YES Network”) in February 2014. The decrease~~increase in advertising ~~revenues for~~revenue was led by higher pricing and ratings at Fox News Channel (“Fox News”) and increases at the ~~three and nine months ended March 31, 2015 was primarily due to the comparative effect of the broadcast of~~ ~~Super Bowl XLVIII~~ ~~in February 2014.~~international cable channels. The strengthening of the U.S. dollar against local currencies resulted in a revenue decrease of approximately ~~$200~~$205 million and ~~$440~~$610 million for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014.~~2015.

Operating expenses increased 3% for the three months ended March 31, 2016, as compared to the corresponding period of fiscal 2015, primarily due to higher operating expenses at the Cable Network Programming segment of approximately $160 million. For the nine months ended March 31, 2016, the Company’s operating expenses decreased ~~20%~~13%, as compared to the corresponding period of fiscal 2015, primarily due to the sale of the DBS businesses and 5%lower operating expenses at the Filmed Entertainment segment of approximately $775 million partially offset by an increase at the Cable Network Programming segment of approximately $300 million. The increases in operating expenses at the Cable Network Programming segment for the three and nine months ended March 31, ~~2015, respectively,~~2016 were primarily due to higher programming costs and the effect of the acquisition of the NGS Media Business. The decreases in operating expenses at the Filmed Entertainment segment for the nine months ended March 31, 2016 were primarily due to lower marketing and distribution costs related to motion picture productions and the effect of the disposition of Shine Group in December 2014.

Selling, general and administrative expenses increased 9% for the three months ended March 31, 2016, as compared to the corresponding ~~periods~~period of fiscal ~~2014,~~2015, primarily due to the effect of the acquisition of the NGS Media Business. For the nine months ended March 31, 2016, the Company’s selling, general and administrative expenses decreased 7%, as compared to the corresponding period of fiscal 2015, primarily due to the sale of the DBS businesses ~~in November 2014. Also contributing to the decrease was lower operating expenses at the Television segment of approximately $190 million~~ and $210 million during the three and nine months ended March 31, 2015, respectively. The decrease at the Television segment was primarily due to lower programming costs as a result of the comparative effect of the broadcast of ~~Super Bowl XLVIII~~ in February 2014. These decreases were partially offset by increased operating expenses at the Cable Network Programming segment. During the three and nine months ended March 31, 2015, operating expenses at the Cable Network Programming segment increased by approximately $320 million and $950 million, respectively. The increases at the Cable Network Programming segment were primarily due to higher programming costs led by the rights fees related to STAR Sports’ broadcast of the International Cricket Council (“ICC”) Cricket World Cup matches.

Selling, general and administrative expenses decreased 16% and 6% for the three and nine months ended March 31, 2015, respectively, as compared to the corresponding periods of fiscal 2014, primarily as a result of the sale of the DBS businesses in November 2014.Shine Group.

Depreciation and amortization, including the amortization of acquired identifiable intangible assets, ~~decreased 54% and 28%~~remained relatively constant for the three ~~and~~months ended March 31, 2016, as compared to the corresponding period of fiscal 2015. For the nine months ended March 31, ~~2015, respectively,~~2016, the Company’s depreciation and amortization decreased 35%, as compared to the corresponding ~~periods~~period of fiscal ~~2014,~~2015, primarily due to lower depreciation and amortization as a result of the sale of the DBS businesses in November 2014. These decreases were partially offset by the amortization of acquired identifiable intangible assets resulting from the acquisition of the majority interest in the YES Network in February 2014.and Shine Group.

Equity (losses) earnings of affiliates– Equity (losses) earnings of affiliates ~~increased $160~~decreased $339 million and ~~$529~~$921 million for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014.~~2015. The ~~increase~~decrease was primarily due to ~~higher~~lower results at ~~Sky which included~~Sky. Included in Sky’s results for the three months ended March 31, 2015 were the Company’s proportionate share of approximately $350 million ~~during the three months ended March 31, 2015~~ of Sky’s gains related to the sale of its investment in Sky Betting & Gaming (“Sky Bet”) and ~~$830 million during~~for the nine months ended March 31, 2015 were the Company’s proportionate share of approximately $830 million of Sky’s gains related to the sale of its investments in NGC Network International, LLC and NGC Network Latin America, LLC (collectively “NGC International”), Sky Bet ~~NGC International~~ and ITV plc.Also contributing to this decrease were lower results at Hulu LLC. Partially offsetting ~~these increases~~the decrease in equity (losses) earnings of affiliates, for the three months ended March 31, 2016, were ~~the results at~~lower losses from Endemol Shine Group, an affiliate from December 2014 (See Note 2 – Acquisitions, Disposals and Other Transactions to the accompanying Unaudited Consolidated Financial Statements), and the effect of the acquisition of the majority interest in the YES Network in February 2014.

	For the three months ended March 31,								For the nine months ended March 31,							For the three months ended March 31,										For the nine months ended March 31,
	2015			2014		% Change			2015			2014			% Change	2016			2015			% Change				2016			2015			% Change
	(in millions, except %)															(in millions, except %)
Sky	$	453		$	165	**			$	1,145		$	441		**	$	95		$	453			(79	)	%	$	305		$	1,145			(73	)	%
Other equity affiliates		(123	)		5	**				(186	)		(11	)	**		(104	)		(123	)		15		%		(267	)		(186	)		(44	)	%

Equity earnings of affiliates	$	330		$	170		94	%	$	959		$	430		**
Equity (losses) earnings of affiliates																$	(9	)	$	330		**				$	38		$	959			(96	)	%

Interest expense, net –Interest expense, net ~~increased $8~~remained relatively constant for the three months ended March 31, 2016, as compared to the corresponding period of fiscal 2015. For the nine months ended March 31, 2016, the Company’s interest expense, net decreased $19 million, as compared to the corresponding period of fiscal 2015, primarily due to the effect of the amendment to the

Yankees Entertainment and ~~$77 million~~Sports Network (the “YES Network”) credit agreement in fiscal 2015 (as described in Note 11 – Borrowings in the 2015 Form 10-K under the heading “Bank loans”).

For additional details on Other, net, see Note 12 – Additional Financial Information to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the heading “Other, net”.

Income tax expense – The Company’s effective income tax rate for the three and nine months ended March 31, ~~2015, respectively,~~2016 was 33%, as compared to the ~~corresponding periods~~statutory rate of ~~fiscal 2014, primarily due to higher average debt outstanding due to~~35%. For the ~~debt consolidated in connection with the acquisition of the majority interest in the YES Network in February 2014,~~three and ~~subsequently modified in November 2014. Also contributing to the increase for the~~ nine months ended March 31, ~~2015~~2016, the rate was lower than the ~~issuance in September 2014 of $600 million of 3.70% Senior Notes~~statutory rate primarily due ~~2024~~to income tax benefits due to tax credits related to the Company’s foreign operations and ~~$600 million of 4.75% Senior Notes due 2044.~~other permanent items partially offset by additional valuation allowances related to capital losses.

~~Income tax expense~~ –The Company’s effective income tax rate for the three and nine months ended March 31, 2015 was 30% and 12%, respectively, as compared to the statutory rate of 35%. For the three months ended March 31, 2015, the rate was lower than the statutory rate primarily due to rate reductions related to the Company’s foreign operations including a 4% reduction due to tax credits and deductions arising from a corporate restructuring. For the nine months ended March 31, 2015, the rate was lower than the statutory rate primarily due to the income tax benefits associated with the reversal of previously recorded valuation allowances related to capital loss carryforwards and foreign tax credit carryforwards, which ~~will be~~were utilized to offset the income tax liability from the disposition of the DBS businesses. The reversal of the valuation allowance yielded an aggregate income tax benefit of 18% for the nine months. The Company also recognized a benefit of approximately 2% in the nine months ended March 31, 2015 associated with the recognition of various tax benefits. These benefits primarily ~~relate~~related to the reversal of valuation allowances related to its foreign tax credit carryforwards as the Company ~~has~~ separately determined, that it iswas more likely than not that the Company ~~will~~would utilize these credits before they expire.

~~The Company's effective~~Net income ~~tax rate~~– Net income decreased for the three and nine months ended March 31, 2014 was 20% and 24%, respectively, as compared to the statutory rate of 35%. For the three months ended March 31, 2014, the rate was lower than the statutory rate primarily due to rate reductions related to the Company’s foreign operations including a 3% reduction due to tax credits and deductions arising from a corporate restructuring and an 8% reduction due to the recognition of a deferred tax asset for additional tax basis. Also contributing to the difference for the nine months ended March 31, 2014 were changes in valuation allowances as a result of the Phoenix sale in the first quarter of fiscal 2014.

~~(Loss) income from discontinued operations, net of tax~~ – For the three months ended March 31, 2015, the loss from discontinued operations remained relatively constant, as compared to the corresponding period of fiscal 2014. For the nine months ended March 31, 2015, the Company recorded a loss from discontinued operations of $38 million as compared to income of $696 million, in the corresponding period of fiscal 2014. The change was primarily due to the recognition 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 to 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 remained relatively constant for the three months ended March 31, 2015, as compared to the corresponding period of fiscal 2014. Net income increased for the nine months ended March 31, 2015, as compared to the corresponding period of fiscal 2014, primarily due to the gain on the sale of the DBS businesses in November 2014.

~~Net income attributable to noncontrolling interests~~ – ~~The change in Net income attributable to noncontrolling interests for the three and nine months ended March 31, 2015,~~2016, as compared to the corresponding periods of fiscal ~~2014, was~~2015, primarily due to a decrease in equity (losses) earnings of affiliates. Also contributing to the decrease in net income, for the nine months ended March 31, 2016, was the comparative effect of the gain on sale of the ~~Company’s interests~~DBS businesses.Partially offsetting the decrease in ~~Sky Deutschland in November 2014 and~~net income, for the ~~inclusion of the YES Network noncontrolling interest as a result of its consolidation beginning February 2014.~~three months ended March 31, 2016, were higher operating results.

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.

(“GAAP”). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance.

The following tables reconcile Total Segment OIBDA to Income from continuing operations before income tax expense for the three and nine months ended March 31, ~~2015,~~2016, as compared to the three and nine months ended March 31, ~~2014.~~2015.

	For the three months ended March 31,													For the three months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Revenues	$	6,840		$	8,219		$	(1,379	)		(17	)	%	$	7,228		$	6,840			6		%
Operating expenses		(4,357	)		(5,475	)		1,118			(20	)	%		(4,472	)		(4,357	)		3		%
Selling, general and administrative		(823	)		(978	)		155			(16	)	%		(893	)		(823	)		9		%
Amortization of cable distribution investments		17			21			(4	)		(19	)	%		18			17			6		%

Total Segment OIBDA		1,677			1,787			(110	)		(6	)	%		1,881			1,677			12		%
Amortization of cable distribution investments		(17	)		(21	)		4			(19	)	%		(18	)		(17	)		6		%
Depreciation and amortization		(124	)		(267	)		143			(54	)	%		(133	)		(124	)		7		%
Equity earnings of affiliates		330			170			160			94		%
Equity (losses) earnings of affiliates															(9	)		330		**
Interest expense, net		(292	)		(284	)		(8	)		3		%		(295	)		(292	)		1		%
Interest income		8			6			2			33		%		12			8			50		%
Other, net		(67	)		(33	)		(34	)	**					(47	)		(67	)		30		%

Income from continuing operations before income tax expense	$	1,515		$	1,358		$	157			12		%	$	1,391		$	1,515			(8	)	%

	For the nine months ended March 31,													For the nine months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Revenues	$	22,782		$	23,443		$	(661	)		(3	)	%	$	20,680		$	22,782			(9	)	%
Operating expenses		(14,775	)		(15,473	)		698			(5	)	%		(12,902	)		(14,775	)		(13	)	%
Selling, general and administrative		(2,890	)		(3,082	)		192			(6	)	%		(2,685	)		(2,890	)		(7	)	%
Amortization of cable distribution investments		61			61			-			-				53			61			(13	)	%
																	e
Total Segment OIBDA		5,178			4,949			229			5		%		5,146			5,178			(1	)	%
Amortization of cable distribution investments		(61	)		(61	)		-			-				(53	)		(61	)		(13	)	%
Depreciation and amortization		(601	)		(840	)		239			(28	)	%		(391	)		(601	)		(35	)	%
Equity earnings of affiliates		959			430			529		**					38			959			(96	)	%
Interest expense, net		(907	)		(830	)		(77	)		9		%		(888	)		(907	)		(2	)	%
Interest income		31			21			10			48		%		28			31			(10	)	%
Other, net		5,008			123			4,885		**					(272	)		5,008		**

Income from continuing operations before income tax expense	$	9,607		$	3,792		$	5,815		**				$	3,608		$	9,607			(62	)	%

The following tables set forth the Company’s Revenues and Segment OIBDA for the three and nine months ended March 31, ~~2015,~~2016, as compared to the three and nine months ended March 31, ~~2014~~2015, including presentation of Revenues excluding the DBS segment and related intersegment eliminations ~~(“Adjusted Total Revenues”).~~for the nine months ended March 31, 2015.

	For the three months ended March 31,													For the three months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Revenues:
Cable Network Programming	$	3,590		$	3,152		$	438			14		%	$	3,941		$	3,590			10		%
Television		1,237			1,587			(350	)		(22	)	%		1,299			1,237			5		%
Filmed Entertainment		2,389			2,279			110			5		%		2,321			2,389			(3	)	%
Direct Broadcast Satellite Television		-			1,530			(1,530	)		(100	)	%
Other, Corporate and Eliminations		(376	)		(329	)		(47	)		(14	)	%		(333	)		(376	)		11		%

Total revenues	$	6,840		$	8,219		$	(1,379	)		(17	)	%	$	7,228		$	6,840			6		%
Less: Direct Broadcast Satellite Television, net of eliminations		-			(1,463	)		1,463			(100	)	%

Adjusted Total Revenues	$	6,840		$	6,756		$	84			1		%

	For the nine months ended March 31,													For the nine months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Revenues:
Cable Network Programming	$	10,205		$	8,926		$	1,279			14		%	$	11,108		$	10,205			9		%
Television		3,908			4,265			(357	)		(8	)	%		4,064			3,908			4		%
Filmed Entertainment		7,618			6,876			742			11		%		6,467			7,618			(15	)	%
Direct Broadcast Satellite Television		2,112			4,437			(2,325	)		(52	)	%		-			2,112			(100	)	%
Other, Corporate and Eliminations		(1,061	)		(1,061	)		-			-				(959	)		(1,061	)		10		%

Total revenues	$	22,782		$	23,443		$	(661	)		(3	)	%	$	20,680		$	22,782			(9	)	%
Less: Direct Broadcast Satellite Television, net of eliminations		(2,035	)		(4,221	)		2,186			(52	)	%		-			(2,035	)		(100	)	%

Adjusted Total Revenues	$	20,747		$	19,222		$	1,525			8		%
Adjusted total revenues														$	20,680		$	20,747			-

	For the three months ended March 31,													For the three months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Segment OIBDA:
Cable Network Programming	$	1,233		$	1,176		$	57			5		%	$	1,375		$	1,233			12		%
Television		141			288			(147	)		(51	)	%		125			141			(11	)	%
Filmed Entertainment		382			354			28			8		%		470			382			23		%
Direct Broadcast Satellite Television		-			58			(58	)		(100	)	%
Other, Corporate and Eliminations		(79	)		(89	)		10			11		%		(89	)		(79	)		(13	)	%

Total Segment OIBDA	$	1,677		$	1,787		$	(110	)		(6	)	%	$	1,881		$	1,677			12		%

	For the nine months ended March 31,													For the nine months ended March 31,
	2015			2014			Change			% Change				2016			2015			% Change
	(in millions, except %)													(in millions, except %)
Segment OIBDA:
Cable Network Programming	$	3,430		$	3,205		$	225			7		%	$	3,931		$	3,430			15		%
Television		605			737			(132	)		(18	)	%		600			605			(1	)	%
Filmed Entertainment		1,176			1,019			157			15		%		921			1,176			(22	)	%
Direct Broadcast Satellite Television		234			278			(44	)		(16	)	%		-			234			(100	)	%
Other, Corporate and Eliminations		(267	)		(290	)		23			8		%		(306	)		(267	)		(15	)	%
																		-
Total Segment OIBDA	$	5,178		$	4,949		$	229			5		%	$	5,146		$	5,178			(1	)	%

Cable Network Programming ~~(45%~~(54% and ~~38%~~45% of the Company’s consolidated revenues in the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three and nine months ended March 31, ~~2015,~~2016, revenues at the Cable Network Programming segment increased ~~$438~~$351 million, or ~~14%~~10%, and ~~$1,279~~$903 million, or ~~14%~~9%, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015, primarily due to higher affiliate fee, advertising and ~~advertising~~content and other revenues as shown below:

	For the three months ended March 31, 2015 % Increase			For the nine months ended March 31, 2015 % Increase			For the three months ended March 31, 2016 % Increase			For the nine months ended March 31, 2016 % Increase
Affiliate fees		15	%		15	%		6	%		7	%
Advertising		9	%		9	%		12	%		7	%
Content and other								34	%		35	%

These revenue increases are net of ~~decreases~~a decrease of approximately ~~$95~~$140 million and ~~$245~~$380 million for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods 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 ~~revenues~~revenue increased ~~20%~~7% and ~~19%~~9% for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014. Over half of the increase in domestic affiliate fee revenues was~~2015, primarily due to higher average rates per subscriber across most channels led by FX Networks, Fox Sports 1 (“FS1”), the Regional Sports Networks (“RSNs”) and Fox News. Domestic advertising revenue increased 17% and 8% for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015, primarily due to higher pricing and ratings at Fox News ~~Channel (“~~and Fox ~~News”) and FX Networks suite of channels. The balance~~Business Network. Also contributing to the increase in domestic advertising revenue were additional broadcasts of the ~~growth was primarily attributable to~~National Basketball Association games at the RSNs and the effect of the acquisition of the ~~majority interest~~NGS Media Business in the YES Network in February 2014. Domestic advertising revenues remained relatively constant for the three months ended March 31, 2015, as compared to the corresponding period of fiscal 2014, primarily due to higher advertising revenues at Fox News and FS1, as a result of increased pricing at Fox News and higher ratings at FS1, being offset by decreased advertising revenues at FX Networks and National Geographic Channels, as a result of lower ratings. Domestic advertising revenues increased 7%November 2015. Partially offsetting these increases, for the nine months ended March 31, ~~2015, as compared to the corresponding period of fiscal 2014,~~2016, was a decrease in domestic advertising revenue at FX Networks primarily due to the effect of the acquisition of the majority interest in the YES Network in February 2014 and strong advertising growth led by FX Networks’ launch of FXX, higher pricing and volume at Fox News and FS1’s inaugural broadcast of Major League Baseball (“MLB”) regular season and playoff games.lower ratings.

For the three and nine months ended March 31, ~~2015,~~2016, international affiliate fee ~~revenues~~revenue increased 2%6% and 5%1%, respectively, as compared to the corresponding periods of fiscal ~~2014.~~2015. The increase in international affiliate fee ~~revenues~~revenue was ~~substantially led by~~the result of local currency growth ~~primarily~~ at Fox Networks Group International (“FNG International”) channels, formally known as Fox International Channels, ~~as a result of~~led by additional subscribers and higher rates in Latin America, and new affiliate agreements at STAR. For the three and nine months ended March 31, 2015, international advertising revenues increased 24% and 14%, respectively, as compared to the corresponding periods of fiscal 2014. The increase in international advertising revenues was primarily driven by the broadcast of the ICC Cricket World Cup matchesincreases at STAR Sports and higher ratings and increased pricing at STAR’s entertainment channels. The international affiliate fee and advertising revenue increases in local currencies, for the three and nine months ended March 31, 2015, as compared to the corresponding periods in fiscal 2014, wereIndia (“STAR”), partially offset by the adverse impact of the strengthening of the U.S. dollar against local ~~currencies, primarily in Latin America and Europe.~~

currencies. For the three and nine months ended March 31, ~~2015, Segment OIBDA at the Cable Network Programming segment~~2016, international advertising revenue increased ~~$57 million, or 5%,~~6% and ~~$225 million, or~~ 7%, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015. The increase in international advertising revenue was the result of increases at FNG International’s general entertainment channels in Europe and Latin America and higher volume and pricing at STAR’s general entertainment channels, partially offset by the adverse impact of the strengthening of the U.S. dollar against local currencies.

The increase in content and other revenues for the three and nine months ended March 31, 2016, as compared to the corresponding periods of fiscal 2015, was due to the effect of the acquisition of the NGS Media Business and increased revenues at FNG International related to the syndication of sports rights.

For the three and nine months ended March 31, 2016, revenues related to the NGS Media Business were approximately $90 million and $160 million, respectively.

For the three and nine months ended March 31, 2016, Segment OIBDA at the Cable Network Programming segment increased $142 million, or 12%, and $501 million, or 15%, respectively, as compared to the corresponding periods of fiscal 2015, primarily due to the revenue increases noted above partially offset by ~~higher~~increased expenses of ~~$381~~$209 million, or ~~19%~~9%, and ~~$1,054~~$402 million, or ~~18%~~6%, respectively. Operating expenses increased by approximately ~~$320~~$160 million and ~~$950~~$300 million, for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014. More than 60%~~2015, primarily due to contractual rate increases for sports programming rights at FS1 and ~~30%~~the RSNs, the acquisition of new sports programming rights at FNG International, the acquisition of the ~~increase~~NGS Media Business in ~~operating expenses~~November 2015 and higher programming costs at Fox News and FX Networks. Partially offsetting these increases, for the three and nine months ended March 31, ~~2015, respectively,~~2016, was ~~due to~~a decrease in sports programming costs at STAR as a result of the ~~continued investment in STAR Sports, including the rights fees related to STAR Sports’~~comparative effect of STAR’s broadcast of the ICC Cricket World Cup ~~matches. The balance of the increase was primarily related to the continued investment~~matches in ~~new shows at FX Networks, including the acquisition of~~ ~~The Simpsons,~~ and the effect of the acquisition of the majority interest in the YES Network in February 2014. Also contributing to the increase in programming costs for the nine months ended March 31, 2015 was the continued investment in new sports channels, led by FS1’s broadcast of MLB games.fiscal 2015. Selling, general and administrative expenses increased by approximately ~~$60~~$50 million and ~~$105~~$95 million for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015, primarily due to ~~transaction losses on foreign currency exchange movements,~~ the effect of the ~~acquisition~~acquisitions of the ~~majority interest~~NGS Media Business in ~~the YES Network~~November 2015 and trueX media inc. in February ~~2014~~2015. The strengthening of the U.S. dollar against local currencies resulted in a Segment OIBDA decrease of approximately $60 million and ~~the continued investment in STAR Sports. The increase in Segment OIBDA~~$180 million for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014, was net of decreases of approximately $55 million~~2015.

Television (20% and ~~$165 million, respectively, due to the strengthening of the U.S. dollar against local currencies.~~

~~Television~~ (17% ~~and 18%~~ of the Company’s consolidated revenues in the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three and nine months ended March 31, ~~2015,~~2016, revenues at the Television segment ~~decreased $350~~increased $62 million, or ~~22%~~5%, and ~~$357~~$156 million, or 8%4%, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015, primarily due to ~~lower advertising~~

~~revenues partially offset by~~ higher affiliate fee and advertising revenues. ~~Advertising revenues decreased 31%~~Affiliate fee revenue increased 16% and ~~14%~~20% as a result of higher retransmission consent rates for the three and nine months ended March 31, ~~2015,~~2016, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015. Advertising revenue increased 1% for the three months ended March 31, 2016, as compared to the corresponding period of fiscal 2015, primarily due to the comparative effect of revenues arising from the broadcast of Super Bowl XLVIII in February 2014 of approximately $350 million and lower general entertainment primetime ratings at FOX. Also contributingpolitical advertising related to the ~~decrease~~2016 presidential primaries. Advertising revenue increased 1% for the nine months ended March 31, 2016, as compared to the corresponding period of fiscal 2015, ~~was~~primarily due to higher pricing for the broadcasts of the National Football League (“NFL”) regular and post season and the Major League Baseball (“MLB”) World Series partially offset by the effect of ~~a majority~~fewer broadcasts of the NFL post season and the MLB ~~League Championship playoff games being broadcast on FS1 instead~~World Series and the comparative effect of ~~FOX. Partially offsetting these decreases, for~~ the ~~nine months ended March 31, 2015, were higher~~ political advertising revenues related to the 2014 mid-term elections and higher rates for the broadcast of the National Football League (“NFL”) regular season. Affiliate fee revenues increased as a result of higher pricing for retransmission consent revenues for the three and nine months ended March 31, 2015, as compared to the corresponding periods of fiscal 2014.elections.

For the three and nine months ended March 31, ~~2015,~~2016, Segment OIBDA at the Television segment decreased ~~$147~~$16 million, or ~~51%~~11%, and ~~$132~~$5 million, or ~~18%~~1%, respectively, as compared to the corresponding periods of fiscal ~~2014,~~2015, primarily due to ~~revenue decreases noted above~~higher expenses of $78 million, or 7%, and $161 million, or 5%, respectively, partially offset by ~~lower expenses of $203 million, or 16%, and $225 million, or 6%, respectively.~~the revenue increases noted above. Operating expenses ~~decreased~~increased by approximately ~~$190~~$55 million and ~~$210~~$125 million for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015, primarily due to contractual rate increases for sports rights at FOX, including the ~~comparative effect~~NFL and National Association of ~~the broadcast of~~ ~~Super Bowl XLVIII~~ ~~in February 2014 partially offset by~~Stock Car Auto Racing (“NASCAR”) rights, and higher ~~primetime~~advertising and promotion costs for new series. Partially offsetting these increases were lower entertainment programming costs ~~at FOX~~ as a result of ~~original~~the mix of television series ~~such~~in the current year as ~~Glee~~ ~~and~~ ~~Empire~~ ~~in fiscal 2015. Also contributing~~compared to the decrease in operating expenses for the nine months ended March 31, 2015 were lower sports rights fees, as a result of a majority of the MLB League Championship playoff games being broadcast on FS1 instead of FOX partially offset by the effect of the new NFL broadcast agreement.prior year.

Filmed Entertainment ~~(33%~~(31% and ~~29%~~33% of the Company’s consolidated revenues in the first nine months of fiscal ~~2015~~2016 and ~~2014,~~2015, respectively)

For the three and nine months ended March 31, ~~2015,~~2016, revenues at the Filmed Entertainment segment ~~increased $110~~decreased $68 million, or 5%3%, and ~~$742 million,~~$1.2 billion, or ~~11%~~15%, respectively, as compared to the corresponding periods of fiscal ~~2014. These revenue increases were~~2015, primarily due to ~~higher~~lower worldwide ~~theatrical,~~ home entertainment ~~and digital distribution revenues of~~revenue from motion picture productions ~~partially offset by~~and lower revenues, including network and syndication revenue, from television productions, primarily reflecting the final season of Glee and Sons of Anarchy and the sale of How I Met Your Mother in the prior year. Also contributing to the decrease in revenues, for the nine months ended March 31, 2016, was the effect of the disposition of Shine Group in December 2014 and lower ~~network and syndication revenues from the licensing of television productions, including the effect of the series finale of~~ ~~How I Met Your Mother~~ ~~in fiscal 2014. Also~~worldwide theatrical revenue. Higher domestic theatrical revenue partially ~~offsetting~~offset these ~~increases~~decreases for the three months ended March 31, ~~2015 was~~2016. For the ~~comparative effect of the digital distribution revenue from the~~ ~~licensing of on-line~~three and ~~mobile rights for various products led by the sale of series to Amazon, including~~ 24 ~~and~~ ~~The Americans, in fiscal 2014. The three~~nine months ended March 31, 2016, revenues included the worldwide theatrical releases of Deadpool and Kung Fu Panda 3, as compared to the corresponding periods of fiscal 2015, which included the worldwide theatrical releases of Kingsman: The Secret Service, Taken 3 andNight at the Museum: Secret of the Tomb~~, as compared to the corresponding periods of fiscal 2014, which included the worldwide theatrical releases of~~ ~~Mr. Peabody and Sherman~~ ~~and~~ ~~The Secret Life of Walter Mitty~~. The nine months ended March 31, 2016 included the worldwide theatrical and home entertainment release of The Martian, as compared to the corresponding period of fiscal 2015, which included the worldwide theatrical and home entertainment releases of Dawn of the Planet of the ApesandHow to Train Your Dragon 2~~, as compared to~~. The strengthening of the ~~corresponding period~~U.S. dollar against local currencies resulted in a revenue decrease of ~~fiscal 2014, which included the worldwide theatrical and home entertainment releases of~~ ~~The Wolverine~~ ~~and~~ ~~Turbo.~~

~~For the three and nine months ended March 31, 2015, Segment OIBDA at the Filmed Entertainment segment increased $28 million, or 8%, and $157 million, or 15%, respectively,~~ primarily due to the revenue increases noted above partially offset by higher expenses of $82 million, or 4%, and $585 million, or 10%, respectively, as compared to the corresponding periods of fiscal 2014~~. Operating expenses increased by~~ approximately ~~$105~~$65 million and ~~$580~~$230 million for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015.

For the three months ended March 31, 2016, Segment OIBDA at the Filmed Entertainment segment increased $88 million, or 23%, as compared to the corresponding period of fiscal 2015, ~~respectively,~~ primarily due to ~~higher motion picture production amortization, participations and marketing costs~~lower expenses of $156 million, or 8%, partially offset by the ~~effect~~revenue decreases noted above. For the nine months ended March 31, 2016, Segment OIBDA decreased $255 million, or 22%, primarily due to the revenue decreases noted above partially offset by lower expenses of $896 million, or 14%, as compared to the corresponding period of fiscal 2015. Operating expenses decreased by approximately $145 million and $775 million for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015, primarily due to lower marketing and distribution costs, as a result of the mix of theatrical and home entertainment releases in the prior year as compared to the current year. Also contributing to the decrease, for the nine months ended March 31, 2016, were the disposition of Shine Group ~~in December 2014~~ and lower production amortization and participation costs related to ~~television~~motion picture productions. Selling, general and administrative expenses decreased by approximately $15 million and $120 million, for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015, primarily due to lower personnel costs. Also contributing to the decrease, for the nine months ended March 31, 2016, was the disposition of Shine Group. The strengthening of the U.S. dollar against local currencies resulted in a Segment OIBDA decrease of approximately $50 million and $150 million for the three and nine months ended March 31, 2016, respectively, as compared to the corresponding periods of fiscal 2015.

In December 2014, the Company contributed its interests in Shine Group into Endemol Shine Group, a joint venture. For the ~~three and~~ nine months ended March 31, 2015, ~~revenues~~revenue related to the Shine Group ~~decreased~~was approximately ~~$165 million and $275 million, respectively, as compared to the corresponding periods of fiscal 2014.~~$350 million.

~~Direct Broadcast Satellite Television~~ ~~(9% and 19% of the Company’s consolidated revenues in the first nine months of fiscal 2015 and 2014, respectively)~~

~~In November 2014, the Company sold its interests in Sky Italia and Sky Deutschland.~~

For the nine months ended March 31, 2015, revenues at the DBS segment decreased $2,325 million, or 52%, as compared to the corresponding period of fiscal 2014. For the nine months ended March 31, 2015, Segment OIBDA at the DBS segment decreased $44 million, or 16%, as compared to the corresponding period of fiscal 2014.

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

For the three months ended March 31, 2015, the change in revenues at the Other, Corporate and Eliminations segment, as compared to the corresponding period of fiscal 2014, was primarily due to corporate eliminations. For the nine months ended March

~~31, 2015, revenues at the Other, Corporate and Eliminations segment remained constant, as compared to the corresponding period of fiscal 2014.~~

For the three months ended March 31, 2015, the increase in Segment OIBDA results at the Other, Corporate and Eliminations segment, as compared to the corresponding period of fiscal 2014, was primarily due to lower compensation expenses. For the nine months ended March 31, 2015, the increase in 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~~an 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 March 31, ~~2015,~~2016, 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.

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 provided by operating activities for the nine months ended March 31, ~~2015~~2016 and ~~2014~~2015 was as follows (in millions):

For the nine months ended March 31,		2015				2014				2016				2015
Net cash provided by operating activities from continuing operations		$	2,623			$	1,581			$	2,012			$	2,623

The ~~increase~~decrease in net cash provided by operating activities during the nine months ended March 31, ~~2015,~~2016, as compared to the corresponding period of fiscal ~~2014,~~2015, primarily reflects ~~lower tax payments and,~~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, higher billings than collections at the Filmed Entertainment segment and higher worldwide theatrical receipts and lower production spending. These improvements were partially offset by an increase in rights payments, primarily for sports, at the Television segment and the absence of cash flows due to the sale of the DBS businesses in November 2014.income taxes paid.

Net cash (used in) provided by ~~(used in)~~ investing activities for the nine months ended March 31, ~~2015~~2016 and ~~2014~~2015 was as follows (in millions):

For the nine months ended March 31,	2015		2014			2016			2015
Net cash provided by (used in) investing activities from continuing operations	$	6,987	$	(1,008	)
Net cash (used in) provided by investing activities from continuing operations						$	(1,380	)	$	6,987

The ~~increase~~change in net cash (used in) provided by ~~(used in)~~ investing activities during the nine months ended March 31, ~~2015,~~2016, as compared to the corresponding period of fiscal ~~2014,~~2015, was primarily due to the comparative effect of the cash proceeds from the sale of the DBS businesses in November 2014 ~~partially offset by the Company’s participation in Sky’s equity offering in July 2014.~~.

Net cash used in financing activities for the nine months ended March 31, ~~2015~~2016 and ~~2014~~2015 was as follows (in millions):

For the nine months ended March 31,		2015				2014				2016				2015
Net cash used in financing activities from continuing operations		$	(5,519	)		$	(2,371	)		$	(4,006	)		$	(5,519	)

The ~~increase~~decrease in net cash used in financing activities during the nine months ended March 31, ~~2015,~~2016, as compared to the corresponding period of fiscal ~~2014,~~2015, was primarily due to ~~additional~~less cash used for share repurchases and ~~for repayments on~~higher cash from net borrowings. Also contributing to ~~this increase~~the decrease, for the nine months ended March 31, 2016, was the effect of cash used in connection with the Company’s acquisition of Sky’s ~~21%~~ noncontrolling interest in NGC ~~International.~~International in November 2014 compared to the cash used in connection with the Company’s acquisition of the noncontrolling interest in a regional sports network in February 2016.

See Note 8 – Stockholders’ Equity to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the heading “Stock Repurchase Program”.

See Note 12 – Additional Financial Information to the accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under the heading “Voluntary Resignation Program”.

In August 2014, the Company announced that the Board approved an additional $6 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.

The following table summarizes cash from borrowings and cash used in repayment of borrowings for the nine months ended March 31, ~~2015~~2016 and ~~2014.~~2015.

	For the nine months ended March 31,						For the nine months ended March 31,
	2015			2014			2016			2015
	(in millions)						(in millions)
Borrowings:
Notes due September 2024 and due September 2044^(a)	$	1,191		$	-
Notes due September 2023 and due September 2043		-			987
Notes due September 2025 and due September 2045^(a)							$	987		$	-
Notes due September 2024 and due September 2044								-			1,191
Bank loans^(b)		1,343			-			208			1,343

Total borrowings	$	2,534		$	987		$	1,195		$	2,534

Repayment of borrowings:
A$ Notes due February 2014	$	-		$	(134	)
Notes due October 2015^(a)							$	(200	)	$	-
Notes due December 2014^(a)		(750	)		-			-			(750	)
Bank loans^(b)		(1,424	)		(8	)		(302	)		(1,424	)
								-
Total repayment of borrowings	$	(2,174	)	$	(142	)	$	(502	)	$	(2,174	)

The table below summarizes the Company’s credit ratings as of March 31, ~~2015.~~2016.

In May ~~2012,~~2015, 21st Century Fox America, Inc. (“21CFA”)~~, a wholly-owned subsidiary of the Company,~~ 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.

Operating leases and service agreements primarily include agreements for office facilities, equipment, transponder service agreements and microwave transmitters used to carry broadcast signals. The leases, which are classified as operating leases, expire at certain dates through fiscal 2050. Included in the total amounts committed of $1.5 billion, are approximately $290 million for office facilities that have been sub-leased to News Corp.

~~Under the Company’s contract with the NFL, remaining future minimum payments for program rights to broadcast certain football games are payable over the remaining term of the contract through 2022.~~

The Company’s contract with the MLB gives the Company rights to broadcast certain regular season and post-season games, as well as exclusive rights to broadcast MLB’s World Series and All-Star Game through the 2021 MLB season.

~~The Company’s contracts with the National Association of Stock Car Auto Racing give the Company rights to broadcast certain races and ancillary content through calendar year 2024.~~

Under the Company’s contracts with certain collegiate conferences, remaining future minimum payments for program rights to broadcast certain sporting events are payable over the remaining terms of the contracts.

Under the Company’s contract with the ICC, remaining future minimum payments for programming rights to broadcast international cricket matches and series are payable over the remaining term of the contract through 2023. In connection with the agreement with the ICC, the Company was required to obtain a bank guarantee covering its programming rights obligation.

Under the Company’s contract with the Board of Control for Cricket in India (“BCCI”), remaining future minimum payments for program rights to broadcast international and domestic cricket matches and series are payable over the remaining term of the contract through 2018. In connection with the agreement with the BCCI, the Company was required to obtain a bank guarantee covering its programming rights obligation.

~~In addition, the Company has certain other local sports broadcasting rights including the right to broadcast the New York Yankees pre-season and regular season games through the 2042 MLB season.~~

~~Primarily includes obligations relating to distribution agreements, deferred and contingent consideration, marketing agreements and television rating services.~~

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. Other than the arrangements classified in Redeemable noncontrolling interests, the Company is party to several other purchase and sale arrangements which become exercisable at various points in time. However, these arrangements are currently either not exercisable in the next twelve months or are not material.

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~~heading “Contingent Guarantees”.

See Note 10 – Commitments and Contingencies to the ~~future will impact~~accompanying Unaudited Consolidated Financial Statements of Twenty-First Century Fox under 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 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 proceedings 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 business and adversely affect its results of operations and financial condition.

See Note 1 – Basis of Presentation to the accompanying Unaudited Consolidated Financial Statements ~~for discussion~~ of ~~recent accounting pronouncements.~~

Twenty-First Century Fox under the heading “Recently Adopted and Recently Issued Accounting Guidance”.

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.

Historically, the Company conducted its operations in two principal currencies: the U.S. dollar and the Euro. The operations of Sky Italia and Sky Deutschland both utilized the Euro as their functional currency and constituted a significant portion of the Company’s European operations. In November 2014, the Company sold its ownership interests in Sky Italia and Sky Deutschland (See Note 2 – Acquisitions, Disposals and Other Transactions to the accompanying Unaudited Consolidated Financial Statements for further information). The U.S. dollar is the functional currency of the Company’s U.S. operations and continues to be the principal currency in which the Company conducts its operations. For operations outside the U.S., the respective local currency is generally the functional currency. In most regions where the Company operates, the net earnings of wholly owned subsidiaries 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. The Company uses foreign currency forward contracts, primarily denominated in Euros and Australian dollars, 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 and~~ equity method investments. Information on the derivative financial instruments with exposure to foreign currency exchange rate risk is presented below:

	As of March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(in millions)						(in millions)
Notional Amount (Foreign currency purchases and sales)
Foreign currency purchases	$	324		$	608		$	219		$	213
Foreign currency sales		796			90			684			888

Aggregate notional amount	$	1,120		$	698		$	903		$	1,101

Notional Amount (Hedge type)
Cash flow hedges	$	799		$	393		$	858		$	903
Net investment hedges		321			-			-			198
Economic hedges		-			305			45			-

Aggregate notional amount	$	1,120		$	698		$	903		$	1,101

Fair Value
Total fair value of financial instruments with foreign currency exchange rate risk: liability	$	(15	)	$	(4	)	$	(10	)	$	(26	)

Sensitivity Analysis
Potential change in fair values resulting from a 10% adverse change in quoted foreign currency exchange rates: loss	$	(45	)	$	(35	)	$	(47	)	$	(69	)

The ~~Company's~~Company’s current financing arrangements and facilities include approximately ~~$17.5~~$18.3 billion of outstanding fixed-rate debt and approximately ~~$1.6~~$1.4 billion of outstanding ~~variable and fixed-rate~~variable-rate bank ~~debt (see Note 9 – Borrowings to the accompanying Unaudited Consolidated Financial Statements).~~debt. As of March 31, ~~2015,~~2016, the notional amount of interest rate swap contracts outstanding was ~~$260~~$706 million and the fair value of the interest rate swap contracts outstanding was ~~not material.~~$(16) 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 March 31, ~~2015,~~2016, 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:

	As of March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(in millions)						(in millions)
Fair Value
Total fair value of financial instruments with exposure to interest rate risk^(a): liability	$	(23,560	)	$	(22,698	)
Total fair value of financial instruments with exposure to interest rate risk: liability^(a)							$	(23,156	)	$	(22,002	)

Sensitivity Analysis
Potential change in fair values resulting from a 10% adverse change in quoted interest rates: loss	$	(877	)	$	(859	)	$	(851	)	$	(864	)

The Company has common stock investments in 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:

	As of March 31, 2015			As of June 30, 2014			As of March 31, 2016			As of June 30, 2015
	(in millions)						(in millions)
Fair Value
Total fair value of common stock investments	$	9,921		$	9,580		$	9,897		$	10,978

Sensitivity Analysis
Potential change in fair values resulting from a 10% adverse change in quoted market prices: loss^(a)	$	(992	)	$	(958	)	$	(990	)	$	(1,098	)

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 third 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, and on September 30, 2015, the court granted defendants’ motions in their entirety and dismissed all of the plaintiffs’ claims. On October ~~24, 2014,~~21, 2015, plaintiffs ~~opposed those motions. On November 21, 2014,~~filed a motion for reconsideration of the court’s memorandum, opinion and order, which defendants ~~filed their replies to plaintiffs’ opposition.~~have opposed. The Company’s management believes the claims in the Wilder Litigation are entirely without merit, and intends to vigorously defend ~~those claims.~~

In 2011, U.S. regulators and governmental authorities initiated investigations with respect to 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, and is declining to prosecute the Company.

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.~~

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 a non-cash charge would be required. Any such charge could be material to the Company’s reported net earnings.

~~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. Even though the Company uses foreign currency derivative instruments to hedge certain exposures to foreign currency exchange rate risks, the use of such derivative instruments may not be 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. In February 2015, the Venezuelan government introduced a new foreign currency exchange system called the Marginal Currency System (“SIMADI”). Accordingly, the Company has remeasured all its Venezuelan Bolivar denominated net monetary assets at the devalued SIMADI exchange rate. The Company had previously used the Supplementary Foreign Currency Administration System (“SICAD 2”) rate. During the fourth quarter of fiscal 2014, 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 network and information systems, and as a result, the risks associated with such an event continue to increase. The Company has experienced, and expects to continue to be subject to, cybersecurity threats and incidents, none of which has been material to the Company 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 given that the techniques used to 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, the suspension of voting rights of the Class B Common Stock held by non-U.S. stockholders 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 is exposed to risks associated with weak domestic and global economic conditions and increased volatility and disruption in the financial markets.

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 capital markets, require the performance of an interim impairment assessment of those assets, as well as other investments and 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 a non-cash charge would be required. Any such charge could be material to the Company’s 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.

In addition to the indemnification arrangements described above, 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.

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, and ~~our Co-Chairman~~ Lachlan K. Murdoch, who serves as News Corp’s 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 March 31, ~~2015,~~2016, excluding commissions, was approximately ~~$1.8~~$1.6 billion.

~~The program may be modified, extended, suspended or discontinued at any time.~~

Below is a summary of the Company’s ~~purchases~~repurchases of its Class A Common Stock during the three months ended March 31, ~~2015:~~2016:

	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)
January		5,650,391	$	35.57	$	201		13,260,812	$	26.17	$	347
February		20,909,704		34.63		724		6,253,496		26.07		163
March		32,585,064		34.65		1,129		8,388,294		27.90		234

Total		59,145,159			$	2,054		27,902,602			$	744

The Company did not ~~purchase~~repurchase any of its Class B Common Stock during the three months ended March 31, ~~2015.~~2016.

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 and nine months ended March 31, ~~2015~~2016 and ~~2014~~2015	3
	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, 2016 and2015 ~~and 2014~~	4
	Consolidated Balance Sheets as of March 31, ~~2015~~2016 (unaudited) and June 30, ~~2014~~2015 (audited)	5
	Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, ~~2015~~2016 and ~~2014~~2015	6
	Notes to the Unaudited Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3834
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5346
Item 4.	Controls and Procedures	5548
Part II. Other Information
Item 1.	Legal Proceedings	5649
Item 1A.	Risk Factors	5750
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6355
Item 3.	Defaults Upon Senior Securities	6355
Item 4.	Mine Safety Disclosures	6355
Item 5.	Other Information	6355
Item 6.	Exhibits	6456
Signature		6557

	As of November 12, 2014		As of June 30, 2014
	(in millions)
Total current assets	$	1,563	$	1,200
Goodwill and intangible assets, net		5,830		6,451
Other non-current assets		1,363		1,493

Total assets	$	8,756	$	9,144

Total current liabilities	$	1,885	$	1,801
Total non-current liabilities		674		635

Total liabilities	$	2,559	$	2,436

	As of March 31, 2015		As of June 30, 2014
	(in millions)
Fair value of borrowings	$	23,560	$	22,692

Carrying value of borrowings	$	19,092	$	19,058

	Net deferred tax liabilities before valuation allowance			Less: valuation allowance			Total net deferred tax liabilities
	(in millions)
Balance, June 30, 2014	$	(330	)	$	(2,338	)	$	(2,668	)
Acquisitions and disposals		(1,296	)		1,720			424
Other		(66	)		148			82

Balance, March 31, 2015	$	(1,692	)	$	(470	)	$	(2,162	)

	Fair value measurements
	As of March 31, 2015
Description	Total			Quoted prices in active markets for identical instruments (Level 1)		Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)
	(in millions)
Assets
Investments^(a)	$	18		$	18	$	-		$	-
Derivatives^(b)		11			-		11			-
Liabilities
Derivatives^(b)		(26	)		-		(26	)		-
Contingent consideration^(c)		(119	)		-		-			(119	)
Redeemable noncontrolling interests^(d)		(638	)		-		-			(638	)

Total	$	(754	)	$	18	$	(15	)	$	(757	)

	Cable Network Programming			Television			Filmed Entertainment			Direct Broadcast Satellite Television			Other, Corporate and Eliminations		Total Goodwill
	(in millions)
Balance, June 30, 2014	$	9,551		$	1,882		$	1,594		$	4,994		$	31	$	18,052
Acquisitions		92			5			-			-			-		97
Dispositions		-			(55	)		(471	)		(4,548	)		-		(5,074	)
Foreign exchange movements and Other		(85	)		-			(42	)		(446	)		-		(573	)

Balance, March 31, 2015	$	9,558		$	1,832		$	1,081		$	-		$	31	$	12,502

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

	As of March 31, 2015
	Payments due by period
	Total		1 year		2-3 years		4-5 years		After 5 years
	(in millions)
Contracts for capital expenditure	$	19	$	19	$	-	$	-	$	-
Operating leases and service agreements
Land and buildings		1,462		229		426		378		429
Other		518		102		166		112		138
Other commitments
Borrowings		19,049		227		505		2,739		15,578
Sports programming rights		49,324		4,614		9,675		8,727		26,308
Entertainment programming rights		2,727		982		1,085		488		172
Other commitments and contractual obligations		3,349		669		1,556		386		738

Total commitments, borrowings and contractual obligations	$	76,448	$	6,842	$	13,413	$	12,830	$	43,363


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 March 31, ~~2015~~2016 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Statements of Operations for the three and nine months ended March 31, ~~2015~~2016 and ~~2014;~~2015; (ii) Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended March 31, ~~2015~~2016 and ~~2014;~~2015; (iii) Consolidated Balance Sheets as of March 31, ~~2015~~2016 (unaudited) and June 30, ~~2014~~2015 (audited); (iv) Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, ~~2015~~2016 and ~~2014;~~2015; 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