Twenty-First Century Fox (TFCF) 10-Q 5 May 10 2010 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information
	9 Months Ended Mar. 31, 2010	Apr. 30, 2010 Class A common stock	Apr. 30, 2010 Class B common stock
Document Type	10-Q
Amendment Flag	false
Document Period End Date	2010-03-31
Document Fiscal Year Focus	2,010
Document Fiscal Period Focus	Q3
Entity Registrant Name	NEWS CORP
Entity Central Index Key	0001308161
Current Fiscal Year End Date	--06-30
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		1,822,182,953	798,520,953

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations (USD $)
In Millions, except Per Share data	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009	9 Months Ended Mar. 31, 2010	9 Months Ended Mar. 31, 2009
Revenues	$8,785	$7,373	$24,668	$22,753
Operating expenses	(5,777)	(4,848)	(15,812)	(14,580)
Selling, general and administrative	(1,461)	(1,441)	(4,939)	(4,710)
Depreciation and amortization	(294)	(274)	(890)	(853)
Impairment and restructuring charges	(6)	(55)	(36)	(8,528)
Equity earnings (losses) of affiliates	181	(40)	271	(369)
Interest expense, net	(247)	(238)	(761)	(690)
Interest income	20	16	61	76
Other, net	(45)	1,132	(143)	1,338
Income (loss) before income tax expense	1,156	1,625	2,419	(5,563)
Income tax (expense) benefit	(295)	1,103	(677)	2,436
Net income (loss)	861	2,728	1,742	(3,127)
Less: Net income attributable to noncontrolling interests	(22)	(1)	(78)	(48)
Net income (loss) attributable to News Corporation stockholders	$839	$2,727	$1,664	($3,175)
Weighted average shares:
Basic	2,620	2,614	2,619	2,613
Diluted	2,627	2,620	2,625	2,613
Net income (loss) attributable to News Corporation stockholders per share
Basic	0.32	1.04	0.64	-1.22
Diluted	0.32	1.04	0.63	-1.22

Consolidated Balance Sheets

Consolidated Balance Sheets (USD $)
In Millions	9 Months Ended Mar. 31, 2010		12 Months Ended Jun. 30, 2009
Current assets:
Cash and cash equivalents	$8,183		$6,540
Receivables, net	6,788		6,287
Inventories, net	2,732		2,477
Other	485		532
Total current assets	18,188		15,836
Non-current assets:
Receivables	261		282
Investments	3,423		2,957
Inventories, net	3,303		3,178
Property, plant and equipment, net	6,064		6,245
Intangible assets, net	8,486		8,925
Goodwill	14,007		14,382
Other non-current assets	1,296		1,316
Total assets	55,028		53,121
Current liabilities:
Borrowings	310		2,085
Accounts payable, accrued expenses and other current liabilities	5,613		5,279
Participations, residuals and royalties payable	1,972		1,388
Program rights payable	1,166		1,115
Deferred revenue	835		772
Total current liabilities	9,896		10,639
Non-current liabilities:
Borrowings	13,196		12,204
Other liabilities	2,882		3,027
Deferred income taxes	3,483		3,276
Redeemable noncontrolling interests	362		343
Commitments and contingencies
Equity:
Additional paid-in capital	17,335		17,354
Retained earnings and accumulated other comprehensive income	7,412		5,844
Total News Corporation stockholders' equity	24,773		23,224
Noncontrolling interests	436		408
Total equity	25,209		23,632
Total liabilities and equity	55,028		53,121
Class A common stock
Equity:
Common stock	18	[1]	18	[1]
Class B common stock
Equity:
Common stock	$8	[2]	$8	[2]
[1]Class A common stock, $0.01 par value per share, 6,000,000,000 shares authorized, 1,821,978,686 shares and 1,815,449,495 shares issued and outstanding, net of 1,776,759,232 and 1,776,865,809 treasury shares at par at March 31, 2010 and June 30, 2009, respectively.
[2]Class B common stock, $0.01 par value per share, 3,000,000,000 shares authorized, 798,520,953 shares issued and outstanding, net of 313,721,702 treasury shares at par at March 31, 2010 and June 30, 2009.

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) (USD $)
	Mar. 31, 2010 Class A common stock	Jun. 30, 2009 Class A common stock
Class A common stock
Common stock, par value	0.01	0.01
Common stock, shares authorized	6,000,000,000	6,000,000,000
Common stock, shares issued and outstanding net of treasury stock	1,821,978,686	1,815,449,495
Common stock, treasury shares	1,776,759,232	1,776,865,809
Class B common stock
Common stock, par value	0.01	0.01
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued and outstanding net of treasury stock	798,520,953	798,520,953
Common stock, treasury shares	313,721,702	313,721,702

1_Unaudited Consolidated Statem

Unaudited Consolidated Statements of Cash Flows (USD $)
In Millions	9 Months Ended Mar. 31, 2010	9 Months Ended Mar. 31, 2009
Operating activities:
Net income (loss)	$1,742	($3,127)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	890	853
Amortization of cable distribution investments	64	64
Equity (earnings) losses of affiliates	(271)	369
Cash distributions received from affiliates	190	157
Impairment charges (net of tax of $1.7 billion)	0	6,737
Other, net	143	(1,338)
Change in operating assets and liabilities, net of acquisitions:
Receivables and other assets	(480)	(43)
Inventories, net	(465)	(718)
Accounts payable and other liabilities	1,166	(1,893)
Net cash provided by operating activities	2,979	1,061
Investing activities:
Property, plant and equipment, net of acquisitions	(661)	(811)
Acquisitions, net of cash acquired	(132)	(776)
Investments in equity affiliates	(307)	(103)
Other investments	(106)	(65)
Proceeds from sale of investments, other non-current assets and business disposals	889	1,713
Net cash used in investing activities	(317)	(42)
Financing activities:
Borrowings	1,024	1,032
Repayment of borrowings	(1,869)	(336)
Issuance of shares	22	4
Dividends paid	(203)	(190)
Purchase of subsidiary shares from noncontrolling interest	0	(11)
Other, net	2	18
Net cash (used in) provided by financing activities	(1,024)	517
Net increase in cash and cash equivalents	1,638	1,536
Cash and cash equivalents, beginning of period	6,540	4,662
Exchange movement of opening cash balance	5	(144)
Cash and cash equivalents, end of period	$8,183	$6,054

2_Unaudited Consolidated Statem

Unaudited Consolidated Statements of Cash Flows (Parenthetical) (USD $)
In Billions	9 Months Ended Mar. 31, 2010	9 Months Ended Mar. 31, 2009
Impairment charges, tax	$0	1.7

Basis of Presentation

Basis of Presentation
	9 Months Ended Mar. 31, 2010
Basis of Presentation	Note 1Basis of Presentation News Corporation, a Delaware corporation, with its subsidiaries (together "News Corporation" or the "Company"), is a diversified global media company, which manages and reports its businesses in eight segments: Filmed Entertainment, Television, Cable Network Programming (which now includes STAR Group Limited ("STAR"), see Note 15Segment Information), Direct Broadcast Satellite Television ("DBS"), Integrated Marketing Services (formerly Magazines and Inserts, see Note 15Segment Information), Newspapers and Information Services, Book Publishing and Other. 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, 2010. These interim unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the fiscal year ended June 30, 2009 and notes thereto included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on February 12, 2010, which should be read in conjunction with the Company's Annual Report on Form 10-K filed with the SEC on August 12, 2009. The consolidated financial statements include the accounts of News Corporation and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are designated as available-for-sale if readily determinable fair values are available. If an investment's fair value is not readily determinable, the Company accounts for its investment under the cost method. The preparation of consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates. Certain fiscal 2009 amounts have been reclassified to conform to the fiscal 2010 presentation. The Company maintains a 52-53 week fiscal year ending on the Sunday nearest to each reporting date. As such, all references to March 31, 2010 and March 31, 2009 relate to the three and nine month periods ended March 28, 2010 and March 29, 2009, respectively. For convenience purposes

Acquisitions, Disposals and Oth

Acquisitions, Disposals and Other Transactions
	9 Months Ended Mar. 31, 2010
Acquisitions, Disposals and Other Transactions	Note 2Acquisitions, Disposals and Other Transactions Fiscal 2010 Transactions In December 2009, the Company transferred the equity of its Photobucket subsidiary, a web-based provider of photo- and video-sharing services, and a related asset to a mobile photo uploading platform, in exchange for an equity interest in the acquirer and a cash payment. A loss of approximately $29 million on this transaction was included in other, net in the unaudited consolidated statements of operations for the nine months ended March 31, 2010. As a result of this transaction, the Company's interest in the acquirer, which is not material, was recorded at fair value. In the third quarter of fiscal 2010, the Company completed two transactions related to its financial indexes businesses. The Company sold its 33% interest in STOXX AG ("STOXX"), a European market index provider, to its partners, Deutsche Brse AG and SIX Group AG, for approximately $300 million in cash. The Company is entitled to receive additional consideration up to approximately $40 million if STOXX achieves certain revenue targets in calendar year 2010. The Company and CME Group Inc. ("CME") formed a joint venture to operate a global financial index service business (the "Venture"), to which the Company contributed its Dow Jones Indexes business valued at $675 million and CME contributed a business which provides certain market data services valued at $608 million. The Company and CME own 10% and 90% of the Venture, respectively. The Venture issued approximately $613 million in third-party debt due in March 2018 that has been guaranteed by CME (the "Venture Financing"). The Venture used the proceeds from the debt issuance to make a special distribution at the time of the closing of approximately $600 million to the Company. The Company agreed to indemnify CME with respect to any payments of principal, premium and interest that CME makes under its guarantee of the Venture Financing and certain refinancing of such debt. In the event the Company is required to perform under this indemnity, the Company will be subrogated to and acquire all rights of CME. The Company has the right to cause the Venture to purchase its 10% interest at fair market value in 2016 and the Venture has the right to call the Company's 10% interest at fair market value in 2017. The Company also agreed to provide to the Venture an annual media credit for advertising on the Company's Dow Jones media properties averaging approximately $3.5 million for a ten year term. The Company's interest in the Venture was recorded at fair value of $67.5 million, which was determined using an earnings before interest, taxes, depreciation and amortization ("EBITDA") multiple and market-based valuation approach methodologies, and is now accounted for under the cost method of accounting. The net income, assets, liabilities, and cash flow attributable to the Dow Jones Indexes business are not material to the Company in any of the periods presented and, accordingly, have not been presented separately. The Company recorded a combined loss of approximately $22 million on both of these transactions, which was included in other,

Receivables, net

Receivables, net
	9 Months Ended Mar. 31, 2010
Receivables, net	Note 3Receivables, net Receivables, net consisted of: AtMarch31,2010 AtJune30,2009 (in millions) Total receivables $ 8,226 $ 7,727 Allowances for returns and doubtful accounts (1,177 ) (1,158 ) Total receivables, net 7,049 6,569 Less: current receivables, net (6,788 ) (6,287 ) Non-current receivables, net $ 261 $ 282

Restructuring Programs

Restructuring Programs
	9 Months Ended Mar. 31, 2010
Restructuring Programs	Note 4Restructuring Programs In fiscal 2009, certain of the markets in which the Company's businesses operate experienced a weakening in the economic climate which adversely affected advertising revenue and other consumer driven spending. As a result, a number of the Company's businesses implemented a series of operational actions to address the Company's cost structure, including the Company's digital media properties, which were restructured to align resources more closely with business priorities. This restructuring program has included significant job reductions, both domestically and internationally, to enable the businesses to operate on a more cost effective basis. In conjunction with this project, the Company also eliminated excess facility requirements. In fiscal 2009, several other businesses of the Company implemented similar plans, including the U.K. and Australian newspapers, HarperCollins, MyNetworkTV and the Fox Television Stations. During the fiscal year ended June 30, 2009, the Company recorded restructuring charges in accordance with ASC 420 "Exit or Disposal Cost Obligations" of approximately $312 million which were included in impairment and restructuring charges in the consolidated statements of operations. During the three and nine months ended March 31, 2010, the Company recorded additional restructuring charges of approximately $6 million and $36 million, respectively. The restructuring charges for the three months ended March 31, 2010 reflect approximately $4 million recorded at the Newspapers and Information Services segment related to termination benefits and $2 million recorded at the Other segment related to accretion on facility termination obligations. The restructuring charges for the nine months ended March 31, 2010 reflect an $18 million charge related to the sales and distribution operations of the STAR channels, $4 million related to a restructuring program recorded at the Newspapers and Information Services segment and a $14 million charge at the Other segment related to the restructuring program at the Company's Fox Mobile Entertainment division and accretion on facility termination obligations. Changes in the program liabilities were as follows: For the three months ended March31, 2010 One timeterminationbenefits Facilityrelatedcosts Othercosts Total (in millions) Beginning of period $ 28 $ 162 $ 8 $ 198 Additions 4 2 6 Payments (5 ) (6 ) (1 ) (12 ) Foreign exchange movements (1 ) (1 ) End of period $ 26 $ 158 $ 7 $ 191 For the nine months ended March 31, 2010 One timeterminationbenefits Facilityrelatedcosts Othercosts Total (in millions) Beginning of period $ 65 $ 164 $ 8 $ 237 Additions 22 12 2 36 Payments (60 ) (18 ) (3 ) (81 ) Foreign exchange movements (1 ) (1 ) End of period

Inventories, net

Inventories, net
	9 Months Ended Mar. 31, 2010
Inventories, net	Note 5Inventories, net The Company's inventories were comprised of the following: AtMarch31,2010 AtJune30,2009 (in millions) Programming rights $ 3,232 $ 3,038 Books, DVDs, paper and other merchandise 435 361 Filmed entertainment costs: Films: Released (including acquired film libraries) 561 533 Completed, not released 82 137 In production 756 664 In development or preproduction 79 73 1,478 1,407 Television productions: Released (including acquired libraries) 585 589 Completed, not released In production 299 256 In development or preproduction 6 4 890 849 Total filmed entertainment costs, less accumulated amortization (a) 2,368 2,256 Total inventories, net 6,035 5,655 Less: current portion of inventory, net (b) (2,732 ) (2,477 ) Total noncurrent inventories, net $ 3,303 $ 3,178 (a) Does not include $467 million and $491 million of net intangible film library costs as of March31, 2010 and June30, 2009, respectively, which are included in intangible assets subject to amortization in the unaudited consolidated balance sheets. (b) Current inventory as of March31, 2010 and June30, 2009 was comprised of programming rights ($2,329 million and $2,149 million, respectively), books, DVDs, paper and other merchandise.

Investments

Investments
	9 Months Ended Mar. 31, 2010
Investments	Note 6Investments The Company's investments were comprised of the following: OwnershipPercentage AtMarch31,2010 AtJune30,2009 (in millions) Equity method investments: British Sky Broadcasting Group plc (1) U.K. DBS operator 39 % $ 1,028 $ 877 Sky Deutschland AG (1) German pay-TV operator 45 %(2) 389 437 Sky Network Television Ltd. (1) New Zealand media company 44 % 339 305 NDS Digital technology company 49 % 270 232 Other equity method investments various 840 707 Fair value of available-for-sale investments various 244 150 Other investments various 313 249 $ 3,423 $ 2,957 (1) The market value of the Company's investment in British Sky Broadcasting Group plc ("BSkyB"), Sky Deutschland AG ("Sky Deutschland") and Sky Network Television Ltd. was $6,085 million, $644 million and $628 million at March31, 2010, respectively. (2) During the nine months ended March31, 2010, the Company entered into a series of purchase transactions resulting in the Company increasing its interest in Sky Deutschland. (See Fiscal Year 2010 Transactions below for further discussion) The cost basis, unrealized gains, unrealized losses and fair market value of available-for-sale investments are set forth below: AtMarch31,2010 AtJune30,2009 (in millions) Cost basis of available-for-sale investments $ 37 $ 38 Accumulated gross unrealized gain 208 113 Accumulated gross unrealized loss (1 ) (1 ) Fair value of available-for-sale investments $ 244 $ 150 Deferred tax liability $ 72 $ 39 Fiscal Year 2010 Transactions During the nine months ended March 31, 2010, the Company acquired additional shares of Sky Deutschland, increasing its ownership from approximately 38% at June 30, 2009 to approximately 45% at March 31, 2010. The aggregate cost of the shares acquired was approximately $200 million and the majority of the shares were newly registered shares issued pursuant to a capital increase. Fiscal Year 2009 Transactions Investment in Sky Deutschland During fiscal 2009, the Company entered into an agreement with Sky Deutschland and the bank syndicate of Sky Deutschland to provide Sky Deutschland with a new financing structure and additional capital through two equity capital increases. As a result of the rights issues and other transactions, the Company invested an aggregate of approximately $300 million in shares of Sky Deutschland during fiscal 2009 and, as of June 30, 2009, the Company had an approximate 38% ownership interest in Sky Deutschland. Impairment of Investments in Sky Deutschland On October 2, 2008, Sky Deutschland announced guidance on its EBITDA indicating results substantially below prior guidance for calendar 2008. Sky Deutschland also announced that it had adopted a new classification of subscribers at September 30, 2008. The day after th

Fair Value

Fair Value
	9 Months Ended Mar. 31, 2010
Fair Value	Note 7Fair Value In accordance with ASC 820, fair value measurements are required to be disclosed using a three-tiered fair value hierarchy which distinguishes market participant assumptions into the following categories: (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"). Additionally, in accordance with ASC 815 "Derivatives and Hedging" ("ASC 815"), the Company has included additional disclosures about the Company's derivatives and hedging activities (Level 2). The table below presents information about financial assets and liabilities carried at fair value on a recurring basis as of March 31, 2010: Description Total FairValueMeasurementsatReportingDateUsing QuotedPricesinActive Marketsfor IdenticalInstruments(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level3) (in millions) Assets Available-for-sale securities (1) $ 244 $ 244 $ $ Derivatives (2) 7 7 Redeemable noncontrolling interests (3) (362 ) (362 ) Total $ (111 ) $ 244 $ 7 $ (362 ) (1) See Note 6Investments (2) Represents derivatives associated with the Company's foreign exchange forward contracts designated as hedges and other financial instruments.As of March31, 2010, the fair value of the foreign exchange forward contracts of approximately $7 million was recorded in the underlying hedged balances. The Company uses financial instruments designated as cash flow hedges primarily to hedge its limited exposures to foreign currency exchange risks associated with the cost for producing or acquiring films and television programming abroad.Cash flows from the settlement of foreign exchange forward contracts (which generally occurs within 12 months from the inception of the contracts) offset cash flows from the underlying hedged item and are included in operating activities in the consolidated statements of cash flows.The effective changes in fair value of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income with foreign currency translation adjustments. Amounts are reclassified from accumulated other comprehensive income when the underlying hedged item is recognized in earnings. If derivatives are not designated as hedges, changes in fair value are recorded in earnings. The Company's foreign currency forward contracts are valued using an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. (3) The Company accounts for redeemable noncontrolling interests in accordance with ASC 480-10-S99-3A "Distinguishing Liabilities from Equity" because their exercise is outside the control of the Company and, accordingly, has includ

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets
	9 Months Ended Mar. 31, 2010
Goodwill and Other Intangible Assets	Note 8Goodwill and Other Intangible Assets The changes in the carrying value of goodwill, by segment, are as follows: BalanceasofJune30,2009 Disposals ForeignExchangeMovements Adjustments BalanceasofMarch31,2010 (in millions) Filmed Entertainment $ 1,071 $ $ $ $ 1,071 Television 1,906 1,906 Cable Network Programming 6,151 18 6,169 Direct Broadcast Satellite Television 616 (29 ) 587 Integrated Marketing Services 286 (2 ) 284 Newspapers and Information Services 3,238 (451 ) 152 2,939 Book Publishing 3 (2 ) 2 3 Other 1,111 (93 ) 11 19 1,048 Total goodwill $ 14,382 $ (546 ) $ 134 $ 37 $ 14,007 During the nine months ended March 31, 2010, goodwill decreased approximately $375 million, primarily due to disposals resulting in a reduction of $546 million, which was partially offset by foreign exchange fluctuations of $134 million and adjustments of $37 million. The disposals primarily related to the sale of the financial indexes businesses at the Newspapers and Information Services segment resulting in a reduction of $451 million. Adjustments included the final purchase price allocations of $25 million and new acquisitions of $12 million. The final purchase price allocations related to the acquisition of a majority interest in an Asian general entertainment company as part of the formation of the Star Jupiter venture and the acquisition of the VeriSign minority share of the Jamba joint venture. Intangible assets decreased $439 million during the nine months ended March 31, 2010, primarily due to a reduction of $392 million related to the sale of the financial indexes businesses noted above and amortization expense, which were partially offset by foreign exchange fluctuations. During the second quarter of fiscal 2009, the Company performed an interim impairment review in advance of its annual impairment assessment because the Company believed events had occurred and circumstances had changed that would more likely than not reduce the fair value of the Company's goodwill and indefinite-lived intangible assets below their carrying amounts. These events included: (a) the decline of the price of the Company's Class A common stock, par value $0.01 per share ("Class A Common Stock"), and Class B common stock, par value $0.01 per share ("Class B Common Stock"), below the carrying value of the Company's stockholders' equity; (b) the reduced growth in advertising revenues; (c) the decline in the operating profit margins in some of the Company's advertising-based businesses; and (d) the decline in the valuations of other television stations, newspapers and advertising-based companies as determined by the current trading values of those companies. As a result of the interim impairment review performed, the Company recorded non-cash impairment charges of approximately $8.4 billion ($6.7 billio

Borrowings

Borrowings
	9 Months Ended Mar. 31, 2010
Borrowings	Note 9Borrowings On August 25, 2009, News America Incorporated ("NAI"), a 100% owned subsidiary of the Company as defined in Rule 3-10(h) of Regulation S-X, entered into an indenture with the Company, as Guarantor, and The Bank of New York Mellon, as Trustee (the "Indenture"). The following notes were issued pursuant to the Indenture: Notes due 2020 and 2039 In August 2009, NAI issued $400 million of 5.65% Senior Notes due 2020 and $600 million of 6.90% Senior Notes due 2039. The net proceeds received of approximately $989 million will be used for general corporate purposes. Repayments In March 2010, the Company repaid its $150 million 4.75% Senior Debentures due March 2010. BUCS In March 2010, the Company redeemed approximately 98.6% of its 0.75% Senior Exchangeable BUCS ("BUCS") pursuant to a holders' redemption right for an aggregate of approximately $1.63 billion in cash. Subsequently, in April 2010, the Company redeemed the remaining outstanding BUCS for an aggregate of approximately $23 million in cash. TOPrS In April 2010, the Company redeemed all of its outstanding 5% TOPrS for an aggregate of approximately $134 million in cash. Other The Company's $250 million 6.75% Senior Debentures due January 2038 were puttable, at the option of the holder, to the Company in January 2010. The majority of these debentures were not put to the Company in January 2010 and the outstanding debentures which had been classified as current borrowings as of June 30, 2009 were classified as non-current borrowings as of March 31, 2010.

Equity

Equity
	9 Months Ended Mar. 31, 2010
Equity	Note 10Equity Dividends The Company declared a dividend of $0.06 per share on both the Class A Common Stock and the Class B Common Stock in the three months ended September 30, 2009, which was paid in October 2009 to stockholders of record on September 9, 2009. The total aggregate dividend paid to stockholders in October 2009 was approximately $157 million. The Company declared a dividend of $0.075 per share on both the Class A Common Stock and the Class B Common Stock in the three months ended March 31, 2010, which was paid in April 2010 to stockholders of record on March 10, 2010. The total aggregate dividend paid to stockholders in April 2010 was approximately $196 million.

Equity-Based Compensation

Equity-Based Compensation
	9 Months Ended Mar. 31, 2010
Equity-Based Compensation	Note 11Equity-Based Compensation The following table summarizes the Company's equity-based compensation transactions: Forthethreemonthsended March31, Fortheninemonthsended March31, 2010 2009 2010 2009 (in millions) Equity-based compensation $ 40 $ 42 $ 120 $ 115 Cash received from exercise of equity-based compensation $ 1 $ $ 22 $ 3 At March 31, 2010, the Company's total compensation cost related to non-vested stock options, restricted stock units ("RSUs") and stock appreciation rights not yet recognized for all equity-based compensation plans was approximately $202 million, the majority of which is expected to be recognized over the next three fiscal years. Compensation expense on all equity-based awards is generally recognized on a straight-line basis over the vesting period of the entire award. Stock options exercised during the nine months ended March 31, 2010 and 2009 resulted in the Company's issuance of approximately 1.8 million and 0.2 million shares of Class A Common Stock, respectively. The intrinsic value of the stock options exercised during the three and nine months ended March 31, 2010 and 2009 was not material. During the nine months ended March 31, 2010, the Company issued approximately 5.9 million RSUs. These RSUs will be settled in shares of Class A Common Stock upon vesting, except for approximately 0.9 million RSUs that will be settled in cash. RSUs granted to executive directors and certain awards granted to employees in certain foreign locations are settled in cash. At March 31, 2010 and June 30, 2009, the liability for cash-settled RSUs was approximately $39 million and $52 million, respectively. During the nine months ended March 31, 2010 and 2009, approximately 9.8 million and 8.7 million RSUs vested, respectively, of which approximately 7.5 million and 6.9 million, respectively, were settled in Class A Common Stock, before statutory tax withholdings. The fair value of RSUs settled in Class A Common Stock was approximately $83 million and $93 million for the nine months ended March 31, 2010 and 2009, respectively. The remaining 2.3 million and 1.8 million RSUs settled during the nine months ended March 31, 2010 and 2009, respectively, were settled in cash, before statutory tax withholdings, of approximately $24 million in each period. The Company recognized a tax expense on vested RSUs and stock options exercised of approximately $9 million and $4 million for the nine months ended March 31, 2010 and 2009, respectively.

Commitments and Guarantees

Commitments and Guarantees
	9 Months Ended Mar. 31, 2010
Commitments and Guarantees	Note 12 Commitments and Guarantees Commitments During the nine months ended March 31, 2010, the Company renewed its rights to broadcast Italy's National League Football matches through fiscal 2012. The Company expects to pay approximately $1.7 billion over the term of the agreement. During the nine months ended March 31, 2010, the Company entered into a long-term supply contract pursuant to which the Company will purchase ink for its newspaper printing facilities in the United Kingdom from a third party through fiscal 2022. The Company will pay approximately $400 million over the term of the contract. Other than as previously disclosed in these notes to the Company's unaudited consolidated financial statements, the Company's commitments have not changed significantly from disclosures included in the Company's Current Report filed on Form 8-K filed with the SEC on February 12, 2010. Guarantees Other than as previously disclosed in these notes to the Company's unaudited consolidated financial statements, the Company's guarantees have not changed significantly from disclosures included in the Company's Current Report filed on Form 8-K filed with the SEC on February 12, 2010.

Contingencies

Contingencies
	9 Months Ended Mar. 31, 2010
Contingencies	Note 13Contingencies Intermix On August 26, 2005 and August 30, 2005, two purported class action lawsuits captioned, respectively, Ron Sheppard v. Richard Rosenblatt et. al., and John Friedmann v. Intermix Media, Inc. et al., were filed in the California Superior Court, County of Los Angeles. Both lawsuits named as defendants all of the then incumbent members of the Intermix Board, including Mr. Rosenblatt, Intermix's former Chief Executive Officer, and certain entities affiliated with VantagePoint Venture Partners ("VantagePoint"), a former major Intermix stockholder. The complaints alleged that, in pursuing the transaction whereby Intermix was to be acquired by Fox Interactive Media, a subsidiary of the Company (the "FIM Transaction") and approving the related merger agreement, the director defendants breached their fiduciary duties to Intermix stockholders by, among other things, engaging in self-dealing and failing to obtain the highest price reasonably available for Intermix and its stockholders. The complaints further alleged that the merger agreement resulted from a flawed process and that the defendants tailored the terms of the merger to advance their own interests. The FIM Transaction was consummated on September 30, 2005. The Friedmann and Sheppard lawsuits were subsequently consolidated and, on January 17, 2006, a consolidated amended complaint was filed (the "Intermix Media Shareholder Litigation"). The plaintiffs in the consolidated action sought various forms of declaratory relief, damages, disgorgement and fees and costs. On March 20, 2006, the court ordered that substantially identical claims asserted in a separate state action filed by Brad Greenspan, captioned Greenspan v. Intermix Media, Inc., et al., be severed and related to the Intermix Media Shareholder Litigation. The defendants filed demurrers seeking dismissal of all claims in the Intermix Media Shareholder Litigation and the severed Greenspan claims. On October 6, 2006, the court sustained the demurrers without leave to amend. On December 13, 2006, the court dismissed the complaints and entered judgment for the defendants. Greenspan and plaintiffs in the Intermix Media Shareholder Litigation filed notices of appeal. The Court of Appeal heard arguments on the fully briefed appeal on October 23, 2008. On November 11, 2008, the Court of Appeal issued an unpublished opinion affirming the lower court's dismissal on all counts. On December 19, 2008, shareholder appellants filed a Petition for Review with the California Supreme Court. After the lower court sustained the demurrers in the Intermix MediaShareholder Litigation, co-counsel for certain of the plaintiffs moved for an award of attorneys' fees and costs under a common law substantial benefit theory. On October 4, 2007, the court granted the motion and denied defendants' application to tax costs. After defendants filed a notice of appeal, the matter was resolved. In November 2005, plaintiff in a derivative action captioned LeBoyer v. Greenspan et al. pending against various former Intermix directors and officers in the United States District Court for the Central District of California filed a First Amen

Pension and Other Postretiremen

Pension and Other Postretirement Benefits
	9 Months Ended Mar. 31, 2010
Pension and Other Postretirement Benefits	Note 14 Pension and Other Postretirement Benefits The Company sponsors non-contributory pension plans and retiree health and life insurance benefit plans covering specific groups of employees. As of January 1, 2008, the Company's major pension plans are closed to new participants (with the exception of groups covered by collective bargaining agreements). The benefits payable for the Company's non-contributory pension plans are based primarily on a formula factoring both an employee's years of service and pay near retirement. Participant employees are vested in the pension plans after five years of service. The Company's policy for all pension plans is to fund amounts, at a minimum, in accordance with statutory requirements. Plan assets consist principally of common stocks, marketable bonds and government securities. The retiree health and life insurance benefit plans offer medical and/or life insurance to certain full-time employees and eligible dependents that retire after fulfilling age and service requirements. The components of net periodic benefit costs were as follows: Pension Benefits PostretirementBenefits For the three months ended March 31, 2010 2009 2010 2009 (in millions) Service cost benefits earned during the period $ 17 $ 18 $ 2 $ 1 Interest costs on projected benefit obligation 42 40 4 6 Expected return on plan assets (34 ) (36 ) Amortization of deferred losses 11 4 Other 1 4 (4 ) (2 ) Net periodic costs $ 37 $ 30 $ 2 $ 5 Cash contributions $ 23 $ 52 $ 5 $ 4 For the nine months ended March 31, 2010 2009 2010 2009 (in millions) Service cost benefits earned during the period $ 53 $ 56 $ 4 $ 5 Interest costs on projected benefit obligation 128 124 14 16 Expected return on plan assets (104 ) (113 ) Amortization of deferred losses 31 12 Other 4 5 (12 ) (7 ) Net periodic costs $ 112 $ 84 $ 6 $ 14 Cash contributions $ 46 $ 85 $ 13 $ 12

Segment Information

Segment Information
	9 Months Ended Mar. 31, 2010
Segment Information	Note 15Segment Information The Company is a diversified global media company, which manages and reports its businesses in eight segments. During the first quarter of fiscal 2010, the Company reclassified STAR, which develops, produces and distributes television programming in Asia, from the Television segment to the Cable Network Programming segment. This reclassification was the result of a restructuring to combine the sales and distribution operations of the STAR channels with those of the Company's other international cable businesses. In addition, the Magazines and Inserts segment was renamed the Integrated Marketing Services segment. The Company has revised its segment information for prior fiscal years to conform to the fiscal 2010 presentation. Beginning in fiscal 2010, the Company's eight segments are: * Filmed Entertainment, which principally consists of the production and acquisition of live-action and animated motion pictures for distribution and licensing in all formats in all entertainment media worldwide, and the production and licensing of television programming worldwide. * Television, which principally consists of the broadcasting of network programming in the United States and the operation of 27 full power broadcast television stations, including nine duopolies, in the United States (of these stations, 17 are affiliated with the FOX network and ten are affiliated with the MyNetworkTV programming distribution service). * Cable Network Programming, which principally consists of the production and licensing of programming distributed through cable television systems and direct broadcast satellite operators primarily in the United States, Latin America, Europe and Asia. * Direct Broadcast Satellite Television, which consists of the distribution of basic and premium programming services via satellite and broadband directly to subscribers in Italy. * Integrated Marketing Services, which principally consists of the publication of free-standing inserts, which are promotional booklets containing consumer offers distributed through insertion in local Sunday newspapers in the United States, and the provision of in-store marketing products and services, primarily to consumer packaged goods manufacturers in the United States and Canada. * Newspapers and Information Services, which principally consists of the publication of four national newspapers in the United Kingdom, the publication of approximately 146 newspapers in Australia, the publication of a metropolitan newspaper and a national newspaper (with international editions) in the United States and the provision of information services. * Book Publishing, which principally consists of the publication of English language books throughout the world. * Other, which principally consists of the Company's digital media properties and News Outdoor, an advertising business which offers display advertising in outdoor locations primarily throughout Russia and Eastern Europe. The Company's operating segments have been determined in accordance with the Company's internal management structure, which i

Additional Financial Informatio

Additional Financial Information
	9 Months Ended Mar. 31, 2010
Additional Financial Information	Note 16Additional Financial Information Supplemental Cash Flows Information For the nine monthsended March31, 2010 2009 (in millions) Supplemental cash flows information: Cash paid for income taxes $ (632 ) $ (995 ) Cash paid for interest (699 ) (604 ) Sale of other investments 15 12 Purchase of other investments (121 ) (77 ) Supplemental information on businesses acquired: Fair value of assets acquired 139 638 Cash acquired 5 2 Liabilities assumed (6 ) 76 Noncontrolling interest (increase) decrease (1 ) 62 Cash paid (137 ) (778 ) Fair value of stock consideration $ $ Other, net consisted of the following: For the three monthsended March31, For the nine monthsended March31, 2010 2009 2010 2009 (in millions) Loss on the financial indexes business transactions (a) $ (22 ) $ $ (22 ) $ Loss on the sale of eastern European television stations (a) (21 ) (40 ) (100 ) Loss on the Photobucket transaction (a) (29 ) Gain on the sale of NDS shares (a) 1,249 1,249 Gain on the sale of the Stations (a) 232 Impairment of cost based investments (b) (110 ) (3 ) (110 ) Change in fair value of exchangeable securities (c) 7 1 3 79 Other (9 ) (8 ) (52 ) (12 ) Total Other, net $ (45 ) $ 1,132 $ (143 ) $ 1,338 (a) See Note 2Acquisitions, Disposals and Other Transactions (b) See Note 6Investments (c) The Company has certain outstanding exchangeable debt securities which contain embedded derivatives. Pursuant to ASC 815, these embedded derivatives require separate accounting and, as such, changes in their fair value are recognized in other, net. A significant variance in the price of underlying stock could have a material impact on the operating results of the Company.

Subsequent Events

Subsequent Events
	9 Months Ended Mar. 31, 2010
Subsequent Events	Note 17 Subsequent Events In April 2010, the Company sold bTV, its Bulgarian terrestrial TV business, for cash consideration of approximately $375 million, net of expenses. The Company expects to record a gain on the sale of bTV.

Supplemental Guarantor Informat

Supplemental Guarantor Information
	9 Months Ended Mar. 31, 2010
Supplemental Guarantor Information	Note 18Supplemental Guarantor Information In May 2007, NAI, a 100% owned subsidiary of the Company as defined in Rule 3-10(h) of Regulation S-X, entered into a credit agreement, among NAI as Borrower, the Company as Parent Guarantor, the initial lenders named therein (the "Lenders"), Citibank, N. A. as Administrative Agent and JPMorgan Chase Bank, N. A. as Syndication Agent (the "Credit Agreement"). The Credit Agreement provides a $2.25 billion unsecured revolving credit facility with a sub-limit of $600 million available for the issuance of letters of credit. NAI may request an increase in the amount of the credit facility up to a maximum amount of $2.5 billion. Borrowings are in U.S. dollars only, while letters of credit are issuable in U.S. dollars or Euros. The significant terms of the agreement include the requirement that the Company maintain specific leverage ratios and limitations on secured indebtedness. The Company pays a facility fee of 0.08% regardless of facility usage. The Company pays interest for borrowings at LIBOR plus 0.27% and pays commission fees on letters of credit at 0.27%. The Company pays an additional fee of 0.05% if borrowings under the facility exceed 50% of the committed facility. The interest and fees are based on the Company's current debt rating. The maturity date is in May 2012; however, NAI may request that the Lenders' commitments be renewed for up to two additional one year periods. The Company, as Parent Guarantor, presently guarantees the senior public indebtedness of NAI and the guarantee is full and unconditional. The supplemental condensed consolidating financial information of the Parent Guarantor should be read in conjunction with these 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 NAI, 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. Supplemental Condensed Consolidating Statement of Operations For the three months ended March 31, 2010 (in millions) NewsAmericaIncorporated NewsCorporation Non-Guarantor ReclassificationsandEliminations NewsCorporationandSubsidiaries Revenues $ 1 $ $ 8,784 $ $ 8,785 Expenses (68 ) (7,470 ) (7,538 ) Equity earnings of affiliates 181 181 Interest expense, net (777 ) (303 ) 833 (247 ) Interest income 2 851 (833 ) 20 Earnings (losses) from subsidiary entities 397 1,142 (1,539 ) Other, net 5 (50 ) (45 ) Income (loss) before incom