Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Sep. 30, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
Class A Common Stock [Member] | Class B Common Stock [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2015 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Trading Symbol | 'NWS | ' | ' |
Entity Registrant Name | 'NEWS CORP | ' | ' |
Entity Central Index Key | '0001564708 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 380,445,548 | 199,630,240 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' |
Advertising | $920 | $958 |
Circulation and Subscription | 683 | 679 |
Consumer | 390 | 311 |
Other | 157 | 124 |
Total Revenues | 2,150 | 2,072 |
Operating expenses | -1,314 | -1,295 |
Selling, general and administrative | -666 | -636 |
Depreciation and amortization | -131 | -141 |
Impairment and restructuring charges | -4 | -27 |
Equity earnings of affiliates | 25 | 13 |
Interest, net | 17 | 17 |
Other, net | 48 | -441 |
Income (loss) before income tax (expense) benefit | 125 | -438 |
Income tax (expense) benefit | -37 | 476 |
Net income | 88 | 38 |
Less: Net income attributable to noncontrolling interests | -23 | -11 |
Net income attributable to News Corporation stockholders | $65 | $27 |
Net income available to News Corporation stockholders per share: | ' | ' |
Basic and diluted | $0.11 | $0.05 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Statement of Comprehensive Income [Abstract] | ' | ' | ||
Net income | $88 | $38 | ||
Other comprehensive (loss) income: | ' | ' | ||
Foreign currency translation adjustments | -474 | 201 | ||
Unrealized holding gains on securities | -21 | [1] | 0 | [1] |
Benefit plan adjustments | 16 | [2] | 11 | [2] |
Share of other comprehensive income from equity affiliates | 4 | [3] | 8 | [3] |
Other comprehensive (loss) income | -475 | 220 | ||
Comprehensive (loss) income | -387 | 258 | ||
Less: Net income attributable to noncontrolling interests | -23 | -11 | ||
Less: Other comprehensive loss (income) attributable to noncontrolling interests | 17 | -2 | ||
Comprehensive (loss) income attributable to News Corporation stockholders | ($393) | $245 | ||
[1] | Net of income tax benefit of $10 million and nil for the three months ended September 30, 2014 and 2013, respectively. | |||
[2] | Net of income tax expense of $4 million and $10 million for the three months ended September 30, 2014 and 2013, respectively. | |||
[3] | Net of income tax expense of $2 million and $3 million for the three months ended September 30, 2014 and 2013, respectively. |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Unrealized holding gains on securities, income tax benefit | $10 | $0 |
Benefit plan adjustments, income tax expense | 4 | 10 |
Share of other comprehensive income from equity affiliates, income tax expense | $2 | $3 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Millions, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $2,735 | $3,145 | ||
Receivables, net | 1,411 | 1,388 | ||
Other current assets | 659 | 671 | ||
Total current assets | 4,865 | 5,270 | ||
Non-current assets: | ' | ' | ||
Investments | 2,497 | 2,609 | ||
Property, plant and equipment, net | 2,910 | 3,009 | ||
Intangible assets, net | 2,246 | 2,137 | ||
Goodwill | 2,909 | 2,782 | ||
Other non-current assets | 696 | 682 | ||
Total assets | 16,123 | 16,489 | ||
Current liabilities: | ' | ' | ||
Accounts payable | 272 | 276 | ||
Accrued expenses | 1,132 | 1,188 | ||
Deferred revenue | 404 | 369 | ||
Other current liabilities | 485 | 431 | ||
Total current liabilities | 2,293 | 2,264 | ||
Non-current liabilities: | ' | ' | ||
Retirement benefit obligations | 281 | 272 | ||
Deferred income taxes | 245 | 224 | ||
Other non-current liabilities | 302 | 310 | ||
Commitments and contingencies | ' | ' | ||
Equity | ' | ' | ||
Additional paid-in capital | 12,381 | 12,390 | ||
Retained earnings | 302 | 237 | ||
Accumulated other comprehensive income | 152 | 610 | ||
Total News Corporation stockholders' equity | 12,841 | 13,243 | ||
Noncontrolling interests | 141 | 156 | ||
Total equity | 12,982 | 13,399 | ||
Total liabilities and equity | 16,123 | 16,489 | ||
Redeemable Preferred Stock [Member] | ' | ' | ||
Non-current liabilities: | ' | ' | ||
Redeemable preferred stock | 20 | 20 | ||
Class A Common Stock [Member] | ' | ' | ||
Equity | ' | ' | ||
Common stock | 4 | [1] | 4 | [1] |
Class B Common Stock [Member] | ' | ' | ||
Equity | ' | ' | ||
Common stock | 2 | [2] | 2 | [2] |
21st Century Fox [Member] | ' | ' | ||
Current assets: | ' | ' | ||
Amounts due from 21st Century Fox | $60 | $66 | ||
[1] | Class A common stock, $0.01 par value per share ("Class A Common Stock"), 1,500,000,000 shares authorized, 380,442,176 and 379,392,985 shares issued and outstanding, net of 27,333,277 treasury shares at par at September 30, 2014 and June 30, 2014. | |||
[2] | Class B common stock, $0.01 par value per share ("Class B Common Stock"), 750,000,000 shares authorized, 199,630,240 shares issued and outstanding, net of 78,430,424 treasury shares at par at September 30, 2014 and June 30, 2014. |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Class A Common Stock [Member] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued, net of treasury stock | 380,442,176 | 379,392,985 |
Common stock outstanding, net of treasury stock | 380,442,176 | 379,392,985 |
Common stock, treasury shares | 27,333,277 | 27,333,277 |
Class B Common Stock [Member] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued, net of treasury stock | 199,630,240 | 199,630,240 |
Common stock outstanding, net of treasury stock | 199,630,240 | 199,630,240 |
Common stock, treasury shares | 78,430,424 | 78,430,424 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities: | ' | ' |
Net income | $88 | $38 |
Adjustments to reconcile net income to cash provided by operating activities: | ' | ' |
Depreciation and amortization | 131 | 141 |
Equity earnings of affiliates | -25 | -13 |
Cash distributions received from affiliates | 17 | 0 |
Foreign tax refund payable to 21st Century Fox | 0 | 483 |
Foreign tax refund receivable, net of applicable taxes | 0 | -483 |
Other, net | -48 | -42 |
Deferred income taxes and taxes payable | 21 | 5 |
Change in operating assets and liabilities, net of acquisitions: | ' | ' |
Receivables and other assets | -16 | -74 |
Inventories, net | 46 | 32 |
Accounts payable and other liabilities | -25 | -22 |
Pension and postretirement benefit plans | -6 | -6 |
Net cash provided by operating activities | 183 | 59 |
Investing activities: | ' | ' |
Capital expenditures | -114 | -67 |
Acquisitions, net of cash acquired | -414 | -2 |
Investments in equity affiliates and other | -115 | 0 |
Proceeds from dispositions | 114 | 96 |
Net cash (used in) provided by investing activities | -529 | 27 |
Financing activities: | ' | ' |
Net transfers from 21st Century Fox and affiliates | 0 | 217 |
Dividends paid | -17 | -12 |
Other, net | -9 | 0 |
Net cash (used in) provided by financing activities | -26 | 205 |
Net (decrease) increase in cash and cash equivalents | -372 | 291 |
Cash and cash equivalents, beginning of period | 3,145 | 2,381 |
Exchange movement on opening cash balance | -38 | 16 |
Cash and cash equivalents, end of period | $2,735 | $2,688 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business and Basis of Presentation | ' |
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
News Corporation (together with its subsidiaries, “News Corporation,” “News Corp,” the “Company,” “we,” or “us”) is a global diversified media and information services company comprised of businesses across a range of media, including: news and information services, book publishing, cable network programming in Australia, digital real estate services, digital education and pay-TV distribution in Australia. | |
Basis of Presentation | |
The accompanying consolidated financial statements of the Company, which are referred to herein as the “Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these 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. The preparation of the Company’s Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Financial Statements and accompanying disclosures. Actual results could differ from those estimates. | |
Intracompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are designated as available-for-sale if readily determinable fair values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment under the cost method. | |
The consolidated statements of operations are referred to as the “Statements of Operations” herein. The consolidated balance sheets are referred to as the “Balance Sheets” herein. The consolidated statements of cash flows are referred to as the “Statements of Cash Flows” herein. | |
The accompanying 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 as filed with the Securities and Exchange Commission (“SEC”) on August 14, 2014 (the “2014 Form 10-K”). | |
Certain reclassifications have been made to the prior period financial statements to conform to the current year presentation. In the fourth quarter of fiscal 2014, the Company revised the composition of its reportable segments based on the guidance provided in Accounting Standards Codification (“ASC”) 280, “Segment Reporting.” The Company historically reported its business under five reporting segments: News and Information Services, Book Publishing, Cable Network Programming, Digital Real Estate Services and Other. The Company has separated its digital education business from the Other segment and its operations are now presented as six reportable segments (News and Information Services, Book Publishing, Cable Network Programming, Digital Real Estate Services, Digital Education and Other). All prior periods have been reclassified to reflect the Company’s revised segment presentation. | |
The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2015 and fiscal 2014 each include 52 weeks. All references to the three months ended September 30, 2014 and 2013 relate to the three months ended September 28, 2014 and September 29, 2013, respectively. For convenience purposes, the Company continues to date its financial statements as of September 30. | |
Recently issued accounting pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”). The objective of ASU 2013-04 is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation (within the scope of this guidance) is fixed at the reporting date. Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. ASU 2013-04 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-04 did not have an impact on the Company’s Financial Statements. | |
In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within 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 within a foreign entity. ASU 2013-05 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-05 did not have an impact on the Company’s Financial Statements. | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. ASU 2013-11 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-11 did not have an impact on the Company’s Financial Statements. | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 removes inconsistencies and differences in existing revenue requirements between GAAP and International Financial Reporting Standards (“IFRS”) and requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will require companies to use more judgment and make more estimates, such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, when determining the amount of revenue to recognize. ASU 2014-09 is effective for the Company for annual and interim periods beginning after July 1, 2017. Once effective, ASU 2014-09 can be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial adoption recognized at the date of initial application. The Company is currently evaluating the method of adoption to be utilized as well as the impact ASU 2014-09 will have on its Financial Statements. | |
In June 2014, the FASB issued ASU 2014-12, “Compensation—Stock Compensation (Topic 718)” (“ASU 2014-12”). ASU 2014-12 clarifies guidance and eliminates diversity in practice on how to account for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for the Company for annual and interim periods beginning after July 1, 2016, however, early adoption is permitted. The Company is currently evaluating the impact of ASU 2014-12, but does not expect the adoption to have a significant impact on its Financial Statements. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40)” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU 2014-15 is effective for the Company for annual and interim periods beginning after July 1, 2016, however, early adoption is permitted. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its Financial Statements. |
Acquisitions_Disposals_and_Oth
Acquisitions, Disposals and Other Transactions | 3 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | ' |
Acquisitions, Disposals and Other Transactions | ' |
NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS | |
Fiscal 2015 | |
In August 2014, the Company acquired Harlequin Enterprises Limited (“Harlequin”) from Torstar Corporation for $414 million in cash, net of $19 million of cash acquired. Harlequin is a leading publisher of women’s fiction and extends HarperCollins’ global platform, particularly in Europe and Asia Pacific. Harlequin operates as a division of HarperCollins, and its results are included within the Book Publishing segment. The Company recorded net tangible assets of approximately $90 million, primarily accounts receivable, accounts payable, author advances and inventory, at their estimated fair values at the date of acquisition. In accordance with ASC 350, “Intangibles—Goodwill and Other” (“ASC 350”), the excess purchase price of approximately $320 million has been allocated as follows: $90 million primarily to publishing rights which will be amortized over approximately 8 years, $100 million to imprints which have an indefinite life and approximately $180 million representing the goodwill on the transaction which also reflects the effect of a deferred tax liability of approximately $50 million associated with the intangible assets acquired. The values assigned to the acquired assets and liabilities are based on preliminary estimates of fair value available as of the date of this filing and will be adjusted upon completion of final valuations of certain assets and liabilities. Any changes in these fair values could potentially result in an adjustment to the goodwill recorded for this transaction. | |
Fiscal 2014 | |
In September 2013, the Company sold the Dow Jones Local Media Group (“LMG”), which operated eight daily and 15 weekly newspapers in seven states. The gain recognized on the sale of LMG was not significant as the carrying value of the assets held for sale on the date of sale approximated the proceeds received. |
Restructuring_and_Impairment
Restructuring and Impairment | 3 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||||||||||||||
Restructuring and Impairment | ' | ||||||||||||||||||||||||||||||||
NOTE 3. RESTRUCTURING AND IMPAIRMENT | |||||||||||||||||||||||||||||||||
During the three months ended September 30, 2014 and 2013, the Company recorded restructuring charges of $4 million and $27 million, respectively, of which $4 million and $23 million related to the newspaper businesses, respectively. The restructuring charges recorded in fiscal 2015 and 2014 were primarily for employee termination benefits. | |||||||||||||||||||||||||||||||||
Changes in restructuring program liabilities were as follows: | |||||||||||||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
One time | Facility | Other | Total | One time | Facility | Other | Total | ||||||||||||||||||||||||||
employee | related | costs | employee | related | costs | ||||||||||||||||||||||||||||
termination | costs | termination | costs | ||||||||||||||||||||||||||||||
benefits | benefits | ||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Balance, beginning of period | $ | 21 | $ | 7 | $ | — | $ | 28 | $ | 51 | $ | 6 | $ | 2 | $ | 59 | |||||||||||||||||
Additions | 4 | — | — | 4 | 23 | 3 | 1 | 27 | |||||||||||||||||||||||||
Payments | (11 | ) | (1 | ) | — | (12 | ) | (46 | ) | (2 | ) | (1 | ) | (49 | ) | ||||||||||||||||||
Other | — | — | — | — | 1 | — | (1 | ) | — | ||||||||||||||||||||||||
Balance, end of period | $ | 14 | $ | 6 | $ | — | $ | 20 | $ | 29 | $ | 7 | $ | 1 | $ | 37 | |||||||||||||||||
As of September 30, 2014, restructuring liabilities of approximately $16 million were included in the Balance Sheet in Other current liabilities and $4 million were included in Other non-current liabilities. |
Investments
Investments | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Investments Schedule [Abstract] | ' | ||||||||||
Investments | ' | ||||||||||
NOTE 4. INVESTMENTS | |||||||||||
The Company’s investments were comprised of the following: | |||||||||||
Ownership | As of | As of | |||||||||
Percentage | September 30, | June 30, | |||||||||
as of | 2014 | 2014 | |||||||||
September 30, | |||||||||||
2014 | |||||||||||
(in millions) | |||||||||||
Equity method investments: | |||||||||||
Foxtel(a) | 50% | $ | 1,767 | $ | 1,869 | ||||||
Other equity method investments | various | 41 | 24 | ||||||||
Loan receivable from Foxtel(b) | N/A | 396 | 425 | ||||||||
Available-for-sale securities(c) | various | 153 | 151 | ||||||||
Cost method investments(d) | various | 140 | 140 | ||||||||
Total Investments | $ | 2,497 | $ | 2,609 | |||||||
(a) | The change in the Foxtel investment for the three months ended September 30, 2014 was primarily due to the impact of foreign currency fluctuations. | ||||||||||
(b) | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and Foxtel’s shareholders made pro rata capital contributions in the form of subordinated shareholder notes based on their respective ownership interests. The Company’s share of the subordinated shareholder notes was approximately A$451 million ($396 million and $425 million as of September 30, 2014 and June 30, 2014, respectively). The subordinated shareholder note can be repaid beginning in July 2022 provided that Foxtel’s senior debt has been repaid. The subordinated shareholder note has a maturity date of July 15, 2027, with interest of 12% payable on June 30 each year and at maturity. Upon maturity, the principal advanced will be repayable. | ||||||||||
(c) | In August 2014, REA Group Limited (“REA Group”) completed the sale of a minority interest held in marketable securities for total cash consideration of $104 million. As a result of the sale, REA Group recognized a pre-tax gain of $29 million, which was reclassified out of accumulated other comprehensive income and included in Other, net in the Statement of Operations. | ||||||||||
In July 2014, REA Group purchased a 17.22% interest in iProperty Group Limited (ASX:IPP) (“iProperty”) for total cash consideration of approximately $100 million. iProperty has online property advertising operations primarily in Malaysia, Indonesia, Hong Kong, Macau and Singapore. In October 2014, REA Group agreed to sell Squarefoot, its Hong Kong based business, to iProperty in exchange for an additional 2.2% interest in iProperty. The transaction is expected to be completed in the second quarter of fiscal 2015 and is subject to customary closing conditions, including iProperty shareholder approval. Upon completion of the transaction and including an acquisition of additional shares of iProperty in October 2014, REA Group will hold an approximate 19.9% interest in iProperty, which it expects to account for as an equity method investment. | |||||||||||
(d) | Cost method investments primarily include the Company’s investment in SEEKAsia Limited (“SEEK Asia”) and certain investments in China. In February 2014, SEEK Asia, in which the Company owns a 12.1% interest, agreed to purchase the online employment businesses of JobStreet Corporation Berhad (“JobStreet”), which will be combined with JobsDB, Inc., SEEK Asia’s existing online employment business. The transaction will be funded primarily through additional contributions by SEEK Asia shareholders. The Company’s share of the funding contribution is expected to be approximately $60 million and is subject to the closing of the JobStreet acquisition. The Company will continue to hold a 12.1% investment in SEEK Asia following the transaction. | ||||||||||
The Company measures the fair market values of available-for-sale investments as Level 1 financial instruments under ASC 820 as such investments have quoted prices in active markets. The cost basis, unrealized gains, unrealized losses and fair market value of available-for-sale investments are set forth below: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Cost basis of available-for-sale investments | $ | 151 | $ | 113 | |||||||
Accumulated gross unrealized gain | 25 | 38 | |||||||||
Accumulated gross unrealized loss | (23 | ) | — | ||||||||
Fair value of available-for-sale investments | $ | 153 | $ | 151 | |||||||
Net deferred tax liability | $ | 2 | $ | 14 | |||||||
Equity Earnings of Affiliates | |||||||||||
The Company’s share of the earnings of its equity affiliates was as follows: | |||||||||||
For the three months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Foxtel(a) | $ | 25 | $ | 13 | |||||||
Other equity affiliates | — | — | |||||||||
Total Equity earnings of affiliates | $ | 25 | $ | 13 | |||||||
(a) | In accordance with ASC 350, the Company amortized $16 million related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during both the three months ended September 30, 2014 and 2013. Such amortization is reflected in Equity earnings of affiliates in the Statements of Operations. | ||||||||||
Summarized financial information for Foxtel, presented in accordance with U.S. GAAP, was as follows: | |||||||||||
For the three | |||||||||||
months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Revenues | $ | 728 | $ | 718 | |||||||
Operating income(a) | 137 | 135 | |||||||||
Net income | 81 | 58 | |||||||||
(a) | Includes Depreciation and amortization of $88 million and $86 million for the three months ended September 30, 2014 and 2013, respectively. Operating income before depreciation and amortization was $225 million and $221 million for the three months ended September 30, 2014 and 2013, respectively. | ||||||||||
For the three months ended September 30, 2014, Foxtel’s revenues increased $10 million, or 1%, primarily driven by the impact of foreign currency fluctuations and growth in subscriber revenues. Operating income increased due to subscriber revenue growth, partially offset by increased operating expenses resulting from the impact of foreign currency fluctuations. |
Credit_Facility
Credit Facility | 3 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Credit Facility | ' |
NOTE 5. CREDIT FACILITY | |
In October 2013, the Company entered into a Credit Agreement (the “Credit Agreement”) which provides for an unsecured $650 million five-year revolving credit facility (the “Facility”) to the Company for general corporate purposes. The Facility has a sublimit of $100 million available for issuances of letters of credit. Under the Credit Agreement, the Company may request increases in the amount of the Facility up to a total maximum amount of $900 million. Subject to certain conditions stated in the Credit Agreement, the Company may borrow, prepay and reborrow amounts under the Facility during the term of the Credit Agreement. All amounts under the Credit Agreement are due on October 23, 2018, unless the commitments are terminated earlier either at the request of the Company or, if an event of default occurs, by the designated agent at the request or with the consent of the lenders (or automatically in the case of certain bankruptcy-related events). The Company may request that the commitments be extended under certain circumstances as set forth in the Credit Agreement for up to two additional one-year periods. Additionally, interest on borrowings is based on either (a) a Eurodollar Rate formula or (b) the Base Rate formula, each as set forth in the Credit Agreement. | |
The Credit Agreement contains certain customary affirmative and negative covenants and events of default, with customary exceptions, including limitations on the ability of the Company and the Company’s subsidiaries to engage in transactions with affiliates, incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of its subsidiaries taken as a whole. In addition, the Credit Agreement requires the Company to maintain an adjusted operating income leverage ratio of not more than 3.0 to 1.0 and an interest coverage ratio of not less than 3.0 to 1.0. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable. As of September 30, 2014, the Company was in compliance with all of the applicable debt covenants. | |
The applicable margin and the commitment fee are based on the pricing grid in the Credit Agreement which varies based on the Company’s adjusted operating income leverage ratio. As of September 30, 2014, the Company is paying a commitment fee of 0.25% on any undrawn balance and an applicable margin of 0.50% for a Base Rate borrowing and 1.50% for a Eurodollar Rate borrowing. | |
As of the date of this filing, the Company has not borrowed any funds under the Facility. |
Equity
Equity | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Equity | ' | ||||||||||||||||||||||||
NOTE 6. EQUITY | |||||||||||||||||||||||||
The following table summarizes changes in equity: | |||||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
News | Noncontrolling | Total | News | Noncontrolling | Total | ||||||||||||||||||||
Corporation | Interests | Equity | Corporation | Interests | Equity | ||||||||||||||||||||
stockholders | stockholders | ||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Balance, beginning of period | $ | 13,243 | $ | 156 | $ | 13,399 | $ | 12,558 | $ | 118 | $ | 12,676 | |||||||||||||
Net income | 65 | 23 | 88 | 27 | 11 | 38 | |||||||||||||||||||
Other comprehensive (loss) income | (458 | ) | (17 | ) | (475 | ) | 218 | 2 | 220 | ||||||||||||||||
Dividends | — | (17 | ) | (17 | ) | — | (12 | ) | (12 | ) | |||||||||||||||
Other | (9 | ) | (4 | ) | (13 | ) | 18 | (1 | ) | 17 | |||||||||||||||
Balance, end of period | $ | 12,841 | $ | 141 | $ | 12,982 | $ | 12,821 | $ | 118 | $ | 12,939 | |||||||||||||
Equity_Based_Compensation
Equity Based Compensation | 3 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Equity Based Compensation | ' |
NOTE 7. EQUITY BASED COMPENSATION | |
Employees of the Company participate in the News Corporation 2013 Long-Term Incentive Plan (the “2013 LTIP”) under which equity-based compensation, including stock options, performance stock units (“PSUs”), restricted stock, restricted stock units (“RSUs”) and other types of awards can be granted. The Company has the ability to award up to 30 million shares under the terms of the 2013 LTIP. The Company recognized $12 million and $8 million of equity-based compensation expense for the three months ended September 30, 2014 and 2013, respectively. | |
Performance Stock Units | |
During the three months ended September 30, 2014, the Company granted 3.1 million PSUs at target, of which 2.0 million will be settled in Class A Common Stock of the Company with the remaining, having been granted to executive directors and to employees in certain foreign locations, being settled in cash. Cash settled awards are marked-to-market each reporting period. | |
During the three months ended September 30, 2014, approximately 2.0 million PSUs vested, of which approximately 1.5 million were settled in shares of Class A Common Stock before statutory tax withholdings. The remaining 0.5 million PSUs settled during the three months ended September 30, 2014 were settled in cash for approximately $8.2 million before statutory tax withholdings. | |
Restricted Stock Units | |
During the three months ended September 30, 2014, approximately 0.4 million RSUs vested, of which approximately 0.3 million were settled in shares of Class A Common Stock before statutory tax withholdings. The remaining 0.1 million RSUs settled during the three months ended September 30, 2014 were settled in cash for approximately $0.9 million before statutory tax withholdings. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Earnings Per Share | ' | ||||||||||
NOTE 8. EARNINGS PER SHARE | |||||||||||
Basic earnings per share for the Class A Common Stock and Class B Common Stock is calculated by dividing Net income available to News Corporation stockholders by the weighted average number of shares of Class A Common Stock and Class B Common Stock outstanding. Diluted earnings per share for Class A Common Stock and Class B Common Stock is calculated similarly, except that the calculation includes the dilutive effect of the assumed issuance of shares issuable under the Company’s equity-based compensation plans. | |||||||||||
For the three months | |||||||||||
ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions, except | |||||||||||
per share amounts) | |||||||||||
Net income available to News Corporation stockholders—basic and diluted | $ | 65 | $ | 27 | |||||||
Weighted-average number of shares of common stock outstanding—basic | 579.5 | 578.8 | |||||||||
Dilutive effect of equity awards | 0.4 | 0.7 | |||||||||
Weighted-average number of shares of common stock outstanding—diluted | 579.9 | 579.5 | |||||||||
Net income per share available to News Corporation stockholders—basic | $ | 0.11 | $ | 0.05 | |||||||
Net income per share available to News Corporation stockholders—diluted | $ | 0.11 | $ | 0.05 |
Relationship_between_News_Corp
Relationship between News Corp and 21st Century Fox | 3 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Relationship between News Corp and 21st Century Fox | ' |
NOTE 9. RELATIONSHIP BETWEEN NEWS CORP AND 21ST CENTURY FOX | |
The Separation and Distribution | |
On June 28, 2013 (the “Distribution Date”), the Company completed the separation of its businesses (the “Separation”) from Twenty-First Century Fox, Inc. (“21st Century Fox”). As of the effective time of the Separation, all of the outstanding shares of the Company were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Company Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. Following the Separation, the Company’s Class A and Class B Common Stock began trading independently on The NASDAQ Global Select Market (“NASDAQ”), and CHESS Depository Interests representing the Company’s Class A and Class B Common Stock began trading on the Australian Securities Exchange (“ASX”). | |
In conjunction with the Separation, the Company entered into the Separation and Distribution Agreement (the “Separation and Distribution Agreement”), Transition Services Agreement (“TSA”), Tax Sharing and Indemnification Agreement and other related agreements with 21st Century Fox to effect the Separation and to provide a framework for the Company’s relationship with 21st Century Fox subsequent to the Separation. | |
The Separation and Distribution Agreement between the Company and 21st Century Fox contains the key provisions relating to the separation of the Company’s business from 21st Century Fox and the distribution of the Company’s common stock to 21st Century Fox stockholders. The Separation and Distribution Agreement identifies the assets that were transferred and liabilities that were assumed by the Company from 21st Century Fox in the Separation and describes how these transfers and assumptions occurred. In accordance with the Separation and Distribution Agreement, the Company’s aggregate cash and cash equivalents balance at the Distribution Date was to approximate $2.6 billion. As of June 30, 2013, the Company had cash and cash equivalents of $2.4 billion. The remaining $0.2 billion was received from 21st Century Fox during the first quarter of fiscal 2014 as part of a cash true-up mechanism in accordance with the aforementioned agreement. | |
Also, as part of the Separation and Distribution Agreement, 21st Century Fox will indemnify the Company for payments, on an after-tax basis, made after the Distribution Date arising out of civil claims and investigations relating to voicemail interception, illegal data access, inappropriate payments to public officials and obstruction of justice at the Company’s former publication, The News of the World, and at The Sun, and related matters (the “U.K. Newspaper Matters”), as well as legal and professional fees and expenses paid in connection with the criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. (See Note 10—Commitments and Contingencies). | |
Amounts due from 21st Century Fox as of September 30, 2014 and June 30, 2014 included $60 million and $66 million, respectively, for amounts to be received relating to the indemnification of the U.K. Newspaper Matters. (See Note 10—Commitments and Contingencies for further information). | |
Under the TSA, the Company and 21st Century Fox provide each other with certain specified services on a transitional basis, including, among others, payroll, employee benefits and pension administration, information systems, insurance, legal and other corporate services, as well as procurement and sourcing support. The charges for the transition services are generally intended to allow the providing company to fully recover the allocated direct costs of providing the services, plus all out-of-pocket costs and expenses, generally without profit. The Company anticipates that it will generally be in a position to complete the transition of most services (excluding certain insurance, sourcing and other services) on or before 24 months following the Distribution Date. Services under the TSA began on July 1, 2013. Costs associated with these services were not material in the three months ended September 30, 2014. | |
The Tax Sharing and Indemnification Agreement governs the Company’s and 21st Century Fox’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, tax contests and other matters regarding income taxes, non-income taxes and related tax returns. Under the Tax Sharing and Indemnification Agreement, the Company will generally indemnify 21st Century Fox against taxes attributable to the Company’s assets or operations for all tax periods or portions thereof after the Separation. For taxable periods or portions thereof prior to the Separation, 21st Century Fox will generally indemnify the Company against U.S. consolidated and combined taxes attributable to such periods, and the Company will indemnify 21st Century Fox against the Company’s separately filed U.S. state and foreign taxes and foreign consolidated and combined taxes for such periods. The Tax Sharing and Indemnification Agreement also provides that the proceeds from the refund of certain foreign income taxes (plus interest) of a subsidiary of the Company that were claimed prior to the Separation be paid to 21st Century Fox, net of certain taxes. (See Note 12—Income Taxes). |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments and Contingencies | ' | ||||||||
NOTE 10. COMMITMENTS AND CONTINGENCIES | |||||||||
Commitments | |||||||||
The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The Company’s commitments as of September 30, 2014 have not changed significantly from the disclosures included in the 2014 Form 10-K. | |||||||||
Contingencies | |||||||||
The Company routinely is involved in various legal proceedings, claims and governmental inspections or investigations, including those discussed below. The outcome of these matters and claims is subject to significant uncertainty, and the Company often cannot predict what the eventual outcome of pending matters will be or the timing of the ultimate resolution of these matters. Fees, expenses, fines, penalties, judgments or settlement costs which might be incurred by the Company in connection with the various proceedings could adversely affect its results of operations and financial condition. | |||||||||
The Company establishes an accrued liability for legal claims when it determines that a loss is both probable and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of any loss ultimately incurred in relation to matters for which an accrual has been established may be higher or lower than the amounts accrued for such matters. Legal fees associated with litigation and similar proceedings are expensed as incurred. Except as otherwise provided below, for the contingencies disclosed for which there is at least a reasonable possibility that a loss may be incurred, the Company was unable to estimate the amount of loss or range of loss. | |||||||||
U.K. Newspaper Matters and Related Investigations and Litigation | |||||||||
On July 19, 2011, a purported class action lawsuit captioned Wilder v. News Corp., et al. was filed on behalf of all purchasers of 21st Century Fox’s common stock between March 3, 2011 and July 11, 2011, in the U.S. District Court for the Southern District of New York (the “Wilder Litigation”). 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 alleged acts of voicemail interception at The News of the World. The suit named as defendants 21st Century Fox, Rupert Murdoch, James Murdoch and Rebekah Brooks, and sought 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 in the litigation and Robbins Geller Rudman & Dowd as lead counsel. Avon filed an amended consolidated complaint on July 31, 2012, which among other things, added as defendants the Company’s subsidiary, NI Group Limited (now known as News Corp UK & Ireland Limited), and Les Hinton, and expanded the class period to comprise February 15, 2011 to July 18, 2011. 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 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 comprise July 8, 2009 to July 18, 2011. On August 11, 2014, defendants filed motions to dismiss the second amended consolidated complaint, and on October 24, 2014 plaintiffs opposed those motions. The Company’s management believes these claims are entirely without merit and intends to vigorously defend this action. As described below, the Company will be indemnified by 21st Century Fox for certain payments made by the Company that relate to, or arise from, the U.K. Newspaper Matters, including all payments in connection with the Wilder Litigation. | |||||||||
In addition, U.K. and U.S. regulators and governmental authorities continue to conduct investigations initiated in 2011 with respect to the U.K. Newspaper Matters. The investigation by the U.S. Department of Justice (the “DOJ”) is directed at conduct that occurred within 21st Century Fox prior to the creation of the Company. Accordingly, 21st Century Fox has been and continues to be responsible for responding to the DOJ investigation. The Company, together with 21st Century Fox, is cooperating with these investigations. | |||||||||
Civil claims have also been brought against the Company with respect to the U.K. Newspaper Matters. The Company has admitted liability in many civil cases and has settled a number of cases. The Company has also settled a number of claims through a private compensation scheme established by the Company under which parties could pursue claims against it. While additional civil lawsuits may be filed, no additional civil claims may be brought under the compensation scheme after April 8, 2013. | |||||||||
In connection with the Separation, the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox will indemnify the Company for payments made after the Distribution Date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. In addition, violations of law may result in criminal fines or penalties for which the Company will not be indemnified by 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters will be settled on an after-tax basis. | |||||||||
The Company incurred gross legal and professional fees related to the U.K. Newspaper Matters and costs for civil settlements totaling approximately $28 million and $40 million for the three months ended September 30, 2014 and 2013, respectively. These costs are included in Selling, general and administrative expenses in the Company’s Statements of Operations. With respect to the fees and costs incurred during the three months ended September 30, 2014 and 2013, the Company has been or will be indemnified by 21st Century Fox for $14 million, net of tax, and $23 million, net of tax, respectively, pursuant to the indemnification arrangements described above. Accordingly, the Company recorded a contra expense for the after-tax costs that were or will be indemnified of $14 million and $23 million in Selling, general and administrative expenses for the three months ended September 30, 2014 and 2013, respectively, and recorded a corresponding receivable from 21st Century Fox. Therefore, the net impact on Selling, general and administrative expenses was $14 million and $17 million for the three months ended September 30, 2014 and 2013, respectively. | |||||||||
Refer to the table below for the net impact of the U.K. Newspaper Matters on Selling, general and administrative expenses recorded in the Statements of Operations: | |||||||||
For the three months | |||||||||
ended September 30, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Gross legal and professional fees related to the U.K. Newspaper Matters | $ | 28 | $ | 40 | |||||
Indemnification from 21st Century Fox | (14 | ) | (23 | ) | |||||
Net impact on Selling, general and administrative expenses | $ | 14 | $ | 17 | |||||
As of September 30, 2014, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred and has accrued approximately $115 million, of which approximately $60 million will be indemnified by 21st Century Fox and a corresponding receivable was recorded in Amounts due from 21st Century Fox on the Balance Sheet as of September 30, 2014. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters. | |||||||||
The Company is not able to predict the ultimate outcome or cost of the civil claims or criminal matters. It is possible that these proceedings and any adverse resolution thereof, including any fines or other penalties associated with any plea, judgment or similar result for which the Company will not be indemnified, could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition. | |||||||||
Stockholder Rights Agreement Litigation | |||||||||
On July 7, 2014, Miramar Police Officers’ Retirement Plan, a purported stockholder of the Company, filed a complaint in the Court of Chancery of the State of Delaware against the Company and its Board of Directors, styled Miramar Police Officers’ Retirement Plan v. Murdoch et al., C.A. No. 9860-CB. The complaint alleges, among other things, that the Company and the Board of Directors breached the terms of a settlement agreement, dated April 12, 2006, by entering into a one-year extension to the Company’s stockholder rights agreement on June 18, 2014 without first seeking stockholder approval. The complaint further alleges that the Board of Directors breached its fiduciary duties in approving the one-year extension to the stockholder rights agreement, seeks a declaration that the extension is null and void and requests an award of attorneys’ fees and costs. | |||||||||
Defendants moved to dismiss the complaint, and on August 25, 2014, plaintiff amended the complaint to seek a declaratory judgment that the Company is bound and subject to the settlement agreement; that the agreement has been breached; that the Board of Directors acted in bad faith by adopting the stockholder rights agreement extension without stockholder approval; and, in the alternative, seeking reformation of the settlement agreement on the grounds of alleged mutual mistake. Thereafter, on September 9, 2014, all defendants moved to dismiss the amended complaint. | |||||||||
While it is not possible to predict with any degree of certainty the ultimate outcome of this action, the Company and the Board of Directors believe that the allegations in the complaint are without merit and intend to defend against them vigorously. | |||||||||
HarperCollins | |||||||||
In 2011 and 2012, various civil lawsuits and governmental investigations were commenced against certain publishers, including the Company’s subsidiary, HarperCollins Publishers L.L.C. (“HarperCollins”), relating to alleged violations of antitrust and unfair competition laws arising out of the decisions by those publishers to sell their e-books pursuant to an agency relationship. | |||||||||
The publishers, including HarperCollins, entered into various settlement agreements to resolve these matters. These included a settlement with the DOJ, which, among other things, required that HarperCollins terminate its agreements with certain e-book retailers and placed certain restrictions on any agreements subsequently entered into with such retailers. Additional information about this settlement can be found on the DOJ’s website. The publishers, including HarperCollins, also entered into substantially similar settlements with the European Commission and the Canadian Competition Bureau (“CCB”). The settlements with the DOJ and the European Commission received final approval in September and December 2012, respectively. The consent agreement with respect to the settlement with the CCB was registered with the Competition Tribunal on February 7, 2014. However, on February 21, 2014, Kobo Inc. (“Kobo”) filed an application to rescind or vary the consent agreement with the Competition Tribunal, and, on March 18, 2014, the Competition Tribunal issued an order staying the registration of the consent agreement. The stay will remain in effect pending further order of the Competition Tribunal or final disposition of Kobo’s application. | |||||||||
The publishers, including HarperCollins, also entered into settlements relating to an investigation led by certain state Attorneys General and a number of purported class action lawsuits filed in the U.S. and Canada arising out of similar claims. Final approvals of the settlements relating to the U.S. actions were granted in February and December 2013. In May 2014, the parties entered into a settlement agreement relating to the Canadian actions, and in October and November 2014, the settlement agreement was approved by the relevant courts. | |||||||||
The Company is not able to predict the ultimate outcome or cost of the unresolved HarperCollins matter described above. The legal and professional fees and settlement costs incurred in connection with the other settlements referred to above were not material. | |||||||||
News America Marketing | |||||||||
In-Store Marketing and FSI Purchasers | |||||||||
On April 8, 2014, in connection with a pending action in the United States District Court for the Southern District of New York in which The Dial Corporation, Henkel Consumer Goods, Inc., H.J. Heinz Company, H.J. Heinz Company, L.P., Foster Poultry Farms, Smithfield Foods, Inc., HP Hood LLC, BEF Foods, Inc., and Spectrum Brands, Inc. (“Spectrum”) allege various claims under federal and state antitrust law against News Corporation, News America Incorporated (“NAI”), News America Marketing FSI L.L.C. (“NAM FSI”), and News America Marketing In-Store Services L.L.C. (“NAM In-Store Services” and, together with News Corporation, NAI and NAM FSI, the “NAM Group”), plaintiffs filed a fourth amended complaint on consent of the parties. The fourth amended complaint asserts federal and state antitrust claims both individually and on behalf of two putative classes in connection with plaintiffs’ purchase of in-store marketing services and free-standing insert coupons. The complaint seeks treble damages, injunctive relief and attorneys’ fees. The NAM Group answered the fourth amended complaint and asserted counterclaims against The Dial Corporation, H.J. Heinz Company, H.J. Heinz Company, L.P., and Foster Poultry Farms on April 21, 2014, and discovery is proceeding. The District Court subsequently permitted Spectrum to voluntarily dismiss its claims without prejudice, subject to certain conditions. | |||||||||
On August 11, 2014, plaintiffs filed a motion seeking certification of a class of all persons residing in the United States who purchased in-store marketing services on or after April 5, 2008, and have not purchased those services pursuant to contracts with mandatory arbitration clauses. Plaintiffs did not, however, move to certify a class of purchasers of free-standing insert coupons. The NAM Group filed its opposition to plaintiffs’ motion on October 10, 2014. | |||||||||
While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the NAM Group believes it has been compliant with applicable antitrust laws and intends to defend itself vigorously. | |||||||||
Valassis Communications, Inc. | |||||||||
On November 8, 2013, Valassis Communications, Inc. (“Valassis”) filed a motion for expedited discovery in Valassis Communications, Inc. v. News America Incorporated, et al., No. 2:06-cv-10240 (E.D. Mich.), which previously settled in February 2010. Also on November 8, 2013, Valassis filed a complaint in the United States District Court for the Eastern District of Michigan against the NAM Group alleging violations of federal and state antitrust laws and common law business torts. The complaint seeks treble damages, injunctive relief and attorneys’ fees and costs. On December 19, 2013, NAI, NAM FSI and NAM In-Store Services opposed the motion for expedited discovery in the previously settled case, and the NAM Group filed a motion to dismiss the newly-filed complaint. | |||||||||
On February 4, 2014, the magistrate judge entered an order granting the motion for expedited discovery. NAI, NAM FSI and NAM In-Store Services filed their objections to the order before the District Court on February 11, 2014 and concurrently filed a motion to stay the decision of the magistrate judge pending the District Court’s consideration of their objections. On March 10, 2014, NAI, NAM FSI and NAM In-Store Services filed a motion to enforce the parties’ settlement agreement that sought an order that certain of Valassis’s claims, if they are allowed to proceed, must be considered by a three-member panel of antitrust experts pursuant to the parties’ agreements. On May 20, 2014, the District Court issued an order overruling the objections to the magistrate judge’s decision on Valassis’s motion for expedited discovery and determining that the motion to stay the magistrate judge’s decision was therefore moot. In the same order, the District Court terminated the motion to enforce the parties’ settlement agreement on the grounds that the issues raised in this motion would be addressed in the context of the NAM Group’s motion to dismiss Valassis’s newly-filed complaint, described below. | |||||||||
On March 11, 2014, the Court referred the NAM Group’s motion to dismiss Valsassis’s newly-filed complaint to the magistrate judge for determination. On July 16, 2014, the magistrate judge recommended that the District Court grant the NAM Group’s motion in part with respect to certain claims and stay the remainder of the action. Valassis objected to the magistrate judge’s recommendation that the action be stayed, and the NAM Group filed its opposition to Valassis’s objections on August 13, 2014. | |||||||||
On October 7, 2014, the NAM Group filed a motion for an order requiring Valassis to show cause why its allegations that the NAM Group engaged in unlawful bundling and tying of in-store marketing services and free-standing insert coupons should not be referred to a three-member panel of antitrust experts for resolution pursuant to the parties’ agreements. Valassis filed its response to that motion on October 24, 2014. | |||||||||
While it is not possible at this time to predict with any degree of certainty the ultimate outcome of these actions, the NAM Group believes it has been compliant with applicable laws and intends to defend itself vigorously. | |||||||||
Other | |||||||||
The Company’s operations are subject to tax in various domestic and international jurisdictions and as a matter of course, it 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 financial condition, future results of operations or liquidity. As subsidiaries of 21st Century Fox prior to the Separation, the Company and each of its domestic subsidiaries have joint and several liability with 21st Century Fox for the consolidated U.S. federal income taxes of the 21st Century Fox consolidated group relating to any taxable periods during which the Company or any of the Company’s domestic subsidiaries are or were a member of the 21st Century Fox consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21st Century Fox consolidated group. The Tax Sharing and Indemnification Agreement requires 21st Century Fox to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the IRS or other taxing authorities in amounts that the Company cannot quantify. |
Pension_and_Other_Postretireme
Pension and Other Postretirement Benefits | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Pension and Other Postretirement Benefits | ' | ||||||||||||||||||||||||
NOTE 11. PENSION AND OTHER POSTRETIREMENT BENEFITS | |||||||||||||||||||||||||
The Company provides pension, postretirement health care, defined contribution and medical benefits primarily in the U.S., U.K. and Australia to the Company’s eligible employees and retirees. The Company funds amounts, at a minimum, in accordance with statutory requirements for all plans. Plan assets consist principally of common stocks, marketable bonds and government securities. | |||||||||||||||||||||||||
The amortization of amounts related to unrecognized prior service (credits) and deferred losses were reclassified out of other comprehensive income as a component of net periodic benefit costs. The components of net periodic benefits costs were as follows: | |||||||||||||||||||||||||
Pension benefits | Postretirement | ||||||||||||||||||||||||
Domestic | Foreign | benefits | |||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Service cost benefits earned during the period | $ | — | $ | 2 | $ | 3 | $ | 3 | $ | — | $ | — | |||||||||||||
Interest costs on projected benefit obligations | 4 | 4 | 13 | 12 | 1 | 2 | |||||||||||||||||||
Expected return on plan assets | (5 | ) | (4 | ) | (19 | ) | (18 | ) | — | — | |||||||||||||||
Amortization of deferred losses | 1 | 1 | 3 | 3 | — | — | |||||||||||||||||||
Amortization of prior service (credits) | — | — | — | — | (3 | ) | (3 | ) | |||||||||||||||||
Settlements, curtailments and other | — | 3 | — | — | — | — | |||||||||||||||||||
Net periodic benefits costs | $ | — | $ | 6 | $ | — | $ | — | $ | (2 | ) | $ | (1 | ) | |||||||||||
During the three months ended September 30, 2014 and 2013, the Company contributed approximately $4 million and $11 million to its various pension and postretirement plans, respectively. In addition, during the first quarter of fiscal 2014 approximately $37 million of contributions were made by a third party in connection with the sale of a business in a prior period on behalf of former employees who retained certain pension benefits. This resulted in a gain being recognized in Other, net in the Statement of Operations during the three months ended September 30, 2013. | |||||||||||||||||||||||||
In the first quarter of fiscal 2014, the Company further reduced its Retirement benefit obligation by approximately $41 million due to changes made to the Company’s retiree medical plans. This reduction was recognized in other comprehensive income during the first quarter of fiscal 2014 and will be amortized over the remaining expected life of the plans’ participants as actuarially determined. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Income Taxes | ' | ||||
NOTE 12. INCOME TAXES | |||||
At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect, and are individually computed are recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs. | |||||
The Company’s effective income tax rate for the three months ended September 30, 2014 was lower than the U.S. statutory tax rate primarily due to the impact from foreign operations which are subject to lower tax rates partially offset by the impact of nondeductible items. The Company’s effective income tax rate for the three months ended September 30, 2013 was higher than the U.S. statutory rate primarily due to the impact of the refund received from a foreign jurisdiction, which is discussed below. | |||||
In the first quarter of fiscal 2014, the Company recorded a receivable related to a refund of taxes plus interest in a foreign jurisdiction of $555 million and recorded a tax benefit, net of applicable taxes on interest, of $483 million to Income tax benefit in the Statements of Operations for the three months ended September 30, 2013. Refunds received related to this matter were remitted to 21st Century Fox, net of applicable taxes on interest, in accordance with the terms of the Tax Sharing and Indemnification Agreement. Accordingly, for the three months ended September 30, 2013, the Company recorded an expense to Other, net of $483 million for the payable to 21st Century Fox in the Statements of Operations. Refer to the table below for the net impact of the tax refund and interest, net of tax, recorded in the Statements of Operations: | |||||
For the three | |||||
months ended | |||||
September 30, | |||||
2013 | |||||
(in millions) | |||||
Other, net | $ | (483 | ) | ||
Income tax benefit | 483 | ||||
Net impact to the Statement of Operations | $ | — | |||
The Company paid gross income taxes of $19 million during the three months ended September 30, 2014 and 2013, and received income tax refunds of $3 million and $17 million, respectively. |
Segment_Information
Segment Information | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Segment Reporting [Abstract] | ' | ||||||||||
Segment Information | ' | ||||||||||
NOTE 13. SEGMENT INFORMATION | |||||||||||
In the fourth quarter of fiscal 2014, the Company changed the composition of its reporting segments to present the digital education business separately as its own segment. As a result of the change, the Company reports its business in the following six segments: | |||||||||||
• | News and Information Services—The News and Information Services segment includes the global print and digital product offerings of The Wall Street Journal and Barron’s publications, Marketwatch.com, and the Company’s suite of professional information products, including Factiva, Dow Jones Risk & Compliance, Dow Jones Newswires, Dow Jones Private Markets and DJX. | ||||||||||
The Company also owns, among other publications, The Australian, The Daily Telegraph, Herald Sun and The Courier Mail in Australia, The Times, The Sunday Times, The Sun and The Sun on Sunday in the U.K. and the New York Post in the U.S. This segment also includes News America Marketing (“NAM”), a leading provider of free-standing inserts, in-store marketing products and services and digital marketing solutions. NAM’s customers include many of the largest consumer packaged goods advertisers in the U.S. and Canada. | |||||||||||
• | Book Publishing—The Book Publishing segment consists of HarperCollins which is one of the largest English-language consumer publishers in the world, with particular strengths in general fiction, nonfiction, children’s and religious publishing, and an industry leader in digital publishing. HarperCollins includes over 60 branded publishing imprints, including Avon, Harper, HarperCollins Children’s Publishers, William Morrow, Harlequin and Christian publishers Zondervan and Thomas Nelson, and publishes works by well-known authors such as Mitch Albom, Veronica Roth, Rick Warren and Agatha Christie and popular titles such as The Hobbit, Goodnight Moon, To Kill a Mockingbird and the Divergent series. | ||||||||||
• | Cable Network Programming—The Cable Network Programming segment consists of FOX SPORTS Australia, the leading sports programming provider in Australia, with seven television channels distributed via cable, satellite and IP, several interactive viewing applications and broadcast rights to live sporting events in Australia including: National Rugby League, the domestic football league, English Premier League, international cricket and the Rugby Union. | ||||||||||
• | Digital Real Estate Services—The Company owns 61.6% of REA Group Limited (“REA Group”), a publicly traded company listed on the ASX (ASX: REA) that is a leading digital advertising business specializing in real estate services. REA Group operates Australia’s largest residential property website, realestate.com.au, as well as Australia’s leading commercial property website, realcommercial.com.au. REA Group also operates a market-leading Italian property site, casa.it, and other property sites and apps in Europe and Asia. | ||||||||||
• | Digital Education—The Company’s Digital Education segment, which consists of Amplify, the brand for the Company’s digital education business, is dedicated to creating technology solutions that transform the way teachers teach and students learn in three areas: | ||||||||||
• | Amplify Insight, Amplify’s data and assessment business, which formerly operated under the brand Wireless Generation, Inc., commenced operations in 2000 and was acquired in fiscal 2011. Amplify Insight provides powerful assessment products and services to support teachers and school districts, including student assessment tools and analytic technologies, intervention programs, enterprise education information systems, and professional development and consulting services. | ||||||||||
• | Amplify Learning, Amplify’s curriculum business, is developing digital content for K-12 English Language Arts, Math and Science, including software that will combine interactive, game-like experiences, rich, immersive media and sophisticated analytics to make the classroom teaching and learning experience more engaging, rigorous, personalized and effective. Amplify Learning’s digital curriculum incorporates the new Common Core State Standards adopted by most states in the U.S. and is available for use on multiple platforms. | ||||||||||
• | Amplify Access, Amplify’s platform business, is delivering a tablet-based distribution system to facilitate personalized instruction and enable anytime, anywhere learning. Amplify Access offers a bundle that includes a tablet designed for the K-12 market, instructional software and curated third-party content, as well as implementation support. | ||||||||||
• | Other —The Other segment consists primarily of general corporate overhead expenses, the corporate Strategy and Creative Group, and costs related to the U.K. Newspaper Matters. The Company’s corporate Strategy and Creative Group was formed to identify new products and services across its businesses to increase revenues and profitability and to target and assess potential acquisitions and investments. | ||||||||||
The Company has determined its operating segments in accordance with its internal management structure, which is organized based on operating activities, and has aggregated its newspaper and information services business with its integrated marketing services business into one reportable segment due to their similarities. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment EBITDA. | |||||||||||
Segment EBITDA is defined as revenues less operating expenses and selling, general and administrative expenses. Segment EBITDA does not include: Depreciation and amortization; impairment and restructuring charges; equity earnings of affiliates; interest, net; other, net; income tax (expense) benefit and net income attributable to noncontrolling interests. The Company believes that information about Segment EBITDA assists all users of its 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 EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net income (loss), cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. | |||||||||||
Management believes that Segment EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business. Segment EBITDA provides management, investors and equity analysts with a measure to analyze operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Segment EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences). The following table reconciles Total Segment EBITDA to Net income attributable to News Corporation stockholders. | |||||||||||
For the three months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Revenues: | |||||||||||
News and Information Services | $ | 1,451 | $ | 1,495 | |||||||
Book Publishing | 406 | 328 | |||||||||
Cable Network Programming | 139 | 132 | |||||||||
Digital Real Estate Services | 112 | 90 | |||||||||
Digital Education | 42 | 27 | |||||||||
Other | — | — | |||||||||
Total Revenues | 2,150 | 2,072 | |||||||||
Segment EBITDA: | |||||||||||
News and Information Services | $ | 105 | $ | 133 | |||||||
Book Publishing | 55 | 43 | |||||||||
Cable Network Programming | 32 | 29 | |||||||||
Digital Real Estate Services | 57 | 44 | |||||||||
Digital Education | (24 | ) | (51 | ) | |||||||
Other | (55 | ) | (57 | ) | |||||||
Total Segment EBITDA | 170 | 141 | |||||||||
Depreciation and amortization | (131 | ) | (141 | ) | |||||||
Impairment and restructuring charges | (4 | ) | (27 | ) | |||||||
Equity earnings of affiliates | 25 | 13 | |||||||||
Interest, net | 17 | 17 | |||||||||
Other, net | 48 | (441 | ) | ||||||||
Income (loss) before income tax (expense) benefit | 125 | (438 | ) | ||||||||
Income tax (expense) benefit | (37 | ) | 476 | ||||||||
Net income | 88 | 38 | |||||||||
Less: Net income attributable to noncontrolling interests | (23 | ) | (11 | ) | |||||||
Net income (loss) attributable to News Corporation stockholders | $ | 65 | $ | 27 | |||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Total assets: | |||||||||||
News and Information Services | $ | 7,112 | $ | 7,379 | |||||||
Book Publishing | 2,032 | 1,852 | |||||||||
Cable Network Programming | 1,317 | 1,427 | |||||||||
Digital Real Estate Services | 399 | 438 | |||||||||
Digital Education | 522 | 481 | |||||||||
Other | 2,244 | 2,303 | |||||||||
Investments | 2,497 | 2,609 | |||||||||
Total assets | $ | 16,123 | $ | 16,489 | |||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Goodwill and intangible assets, net: | |||||||||||
News and Information Services | $ | 2,629 | $ | 2,646 | |||||||
Book Publishing | 972 | 619 | |||||||||
Cable Network Programming | 1,092 | 1,181 | |||||||||
Digital Real Estate Services | 88 | 95 | |||||||||
Digital Education | 374 | 378 | |||||||||
Other | — | — | |||||||||
Total goodwill and intangible assets, net | $ | 5,155 | $ | 4,919 | |||||||
Additional_Financial_Informati
Additional Financial Information | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||
Additional Financial Information | ' | ||||||||||
NOTE 14. ADDITIONAL FINANCIAL INFORMATION | |||||||||||
Receivables, net | |||||||||||
Receivables are presented net of an allowance for returns and doubtful accounts, which is an estimate of amounts that may not be collectible. In determining the allowance for returns, management analyzes historical returns, current economic trends and changes in customer demand and acceptance of the Company’s products. Based on this information, management reserves a certain portion of revenues that provide the customer with the right of return. The allowance for doubtful accounts is estimated based on historical experience, receivable aging, current economic trends and specific identification of certain receivables that are at risk of not being collected. | |||||||||||
Receivables, net consist of: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Receivables | $ | 1,658 | $ | 1,563 | |||||||
Allowances for returns and doubtful accounts | (247 | ) | (175 | ) | |||||||
Receivables, net | $ | 1,411 | $ | 1,388 | |||||||
The Company’s receivables did not contain significant concentrations of credit risk as of September 30, 2014 or June 30, 2014 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold. | |||||||||||
Other Current Assets | |||||||||||
The following table sets forth the components of Other current assets: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Inventory(a) | $ | 293 | $ | 310 | |||||||
Assets held for sale | 2 | 11 | |||||||||
Deferred tax assets | 77 | 76 | |||||||||
Prepayments and other current assets | 287 | 274 | |||||||||
Total Other current assets | $ | 659 | $ | 671 | |||||||
(a) | Inventory at September 30, 2014 and June 30, 2014 was primarily comprised of books, newsprint, printing ink, plate material and programming rights. | ||||||||||
Other Non-Current Assets | |||||||||||
The following table sets forth the components of Other non-current assets: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Royalty advances to authors | $ | 291 | $ | 267 | |||||||
Notes receivable(a) | 78 | 83 | |||||||||
Deferred tax assets | 152 | 146 | |||||||||
Other | 175 | 186 | |||||||||
Total Other non-current assets | $ | 696 | $ | 682 | |||||||
(a) | Notes receivable relates to the Company’s sale of its former U.K. newspaper division headquarters. | ||||||||||
Other Current Liabilities | |||||||||||
The following table sets forth the components of Other current liabilities: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Current tax payable | $ | 40 | $ | 25 | |||||||
Current deferred income tax | 38 | 36 | |||||||||
Royalties and commissions payable | 211 | 168 | |||||||||
Other | 196 | 202 | |||||||||
Total Other current liabilities | $ | 485 | $ | 431 | |||||||
Other, net | |||||||||||
The following table sets forth the components of Other, net: | |||||||||||
For the three | |||||||||||
months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Foreign tax refund payable to 21st Century Fox(a) | $ | — | $ | (483 | ) | ||||||
Gain on third party pension contribution(b) | — | 37 | |||||||||
Gain on sale of marketable securities(c) | 29 | — | |||||||||
Dividends received from cost method investments | 17 | — | |||||||||
Other, net | 2 | 5 | |||||||||
Total Other, net | $ | 48 | $ | (441 | ) | ||||||
(a) | See Note 12—Income Taxes | ||||||||||
(b) | See Note 11—Pension and Other Postretirement Benefits | ||||||||||
(c) | See Note 4—Investments |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 15. SUBSEQUENT EVENTS | |
On September 30, 2014, the Company entered into a definitive agreement to acquire all of the outstanding shares of Move, Inc. (“Move”) for $21.00 per share in cash pursuant to a tender offer and subsequent merger. The aggregate consideration is expected to be approximately $950 million, including the assumption of Move’s outstanding equity awards, settlement of outstanding indebtedness and net of cash acquired. The Company commenced its offer on October 15, 2014, and, unless the tender offer is extended, the offer and withdrawal rights will expire at the end of the day, 12:00 midnight, New York City time, on November 13, 2014. The transaction is expected to be completed in calendar year 2014, subject to the satisfaction of customary conditions, including a minimum tender of at least a majority of the outstanding Move shares. It is anticipated that immediately following the closing of the transaction contemplated by the acquisition agreement, REA Group will acquire a 20% stake in Move. Move is a leading provider of online real estate services and would become part of the Company’s Digital Real Estate Services segment. Move operates a network of sites, including realtor.com®, the official website for the National Association of Realtors®. Move also offers a number of software and services products, including ListHubTM, which provide real estate professionals with advertising systems, productivity and lead management tools and reporting. |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Recently issued accounting pronouncements | ' |
Recently issued accounting pronouncements | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” (“ASU 2013-04”). The objective of ASU 2013-04 is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation (within the scope of this guidance) is fixed at the reporting date. Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. ASU 2013-04 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-04 did not have an impact on the Company’s Financial Statements. | |
In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within 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 within a foreign entity. ASU 2013-05 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-05 did not have an impact on the Company’s Financial Statements. | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. ASU 2013-11 became effective for the Company for interim reporting periods beginning July 1, 2014. The adoption of ASU 2013-11 did not have an impact on the Company’s Financial Statements. | |
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 removes inconsistencies and differences in existing revenue requirements between GAAP and International Financial Reporting Standards (“IFRS”) and requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will require companies to use more judgment and make more estimates, such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation, when determining the amount of revenue to recognize. ASU 2014-09 is effective for the Company for annual and interim periods beginning after July 1, 2017. Once effective, ASU 2014-09 can be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initial adoption recognized at the date of initial application. The Company is currently evaluating the method of adoption to be utilized as well as the impact ASU 2014-09 will have on its Financial Statements. | |
In June 2014, the FASB issued ASU 2014-12, “Compensation—Stock Compensation (Topic 718)” (“ASU 2014-12”). ASU 2014-12 clarifies guidance and eliminates diversity in practice on how to account for share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. That is, the employee would be eligible to vest in the award regardless of whether the employee is rendering service on the date the performance target is achieved. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for the Company for annual and interim periods beginning after July 1, 2016, however, early adoption is permitted. The Company is currently evaluating the impact of ASU 2014-12, but does not expect the adoption to have a significant impact on its Financial Statements. | |
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40)” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. ASU 2014-15 is effective for the Company for annual and interim periods beginning after July 1, 2016, however, early adoption is permitted. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its Financial Statements. |
Restructuring_and_Impairment_T
Restructuring and Impairment (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Changes in Restructuring Program Liabilities | ' | ||||||||||||||||||||||||||||||||
Changes in restructuring program liabilities were as follows: | |||||||||||||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
One time | Facility | Other | Total | One time | Facility | Other | Total | ||||||||||||||||||||||||||
employee | related | costs | employee | related | costs | ||||||||||||||||||||||||||||
termination | costs | termination | costs | ||||||||||||||||||||||||||||||
benefits | benefits | ||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||
Balance, beginning of period | $ | 21 | $ | 7 | $ | — | $ | 28 | $ | 51 | $ | 6 | $ | 2 | $ | 59 | |||||||||||||||||
Additions | 4 | — | — | 4 | 23 | 3 | 1 | 27 | |||||||||||||||||||||||||
Payments | (11 | ) | (1 | ) | — | (12 | ) | (46 | ) | (2 | ) | (1 | ) | (49 | ) | ||||||||||||||||||
Other | — | — | — | — | 1 | — | (1 | ) | — | ||||||||||||||||||||||||
Balance, end of period | $ | 14 | $ | 6 | $ | — | $ | 20 | $ | 29 | $ | 7 | $ | 1 | $ | 37 | |||||||||||||||||
Investments_Tables
Investments (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Investments Schedule [Abstract] | ' | ||||||||||
Schedule of Investments | ' | ||||||||||
The Company’s investments were comprised of the following: | |||||||||||
Ownership | As of | As of | |||||||||
Percentage | September 30, | June 30, | |||||||||
as of | 2014 | 2014 | |||||||||
September 30, | |||||||||||
2014 | |||||||||||
(in millions) | |||||||||||
Equity method investments: | |||||||||||
Foxtel(a) | 50% | $ | 1,767 | $ | 1,869 | ||||||
Other equity method investments | various | 41 | 24 | ||||||||
Loan receivable from Foxtel(b) | N/A | 396 | 425 | ||||||||
Available-for-sale securities(c) | various | 153 | 151 | ||||||||
Cost method investments(d) | various | 140 | 140 | ||||||||
Total Investments | $ | 2,497 | $ | 2,609 | |||||||
(a) | The change in the Foxtel investment for the three months ended September 30, 2014 was primarily due to the impact of foreign currency fluctuations. | ||||||||||
(b) | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and Foxtel’s shareholders made pro rata capital contributions in the form of subordinated shareholder notes based on their respective ownership interests. The Company’s share of the subordinated shareholder notes was approximately A$451 million ($396 million and $425 million as of September 30, 2014 and June 30, 2014, respectively). The subordinated shareholder note can be repaid beginning in July 2022 provided that Foxtel’s senior debt has been repaid. The subordinated shareholder note has a maturity date of July 15, 2027, with interest of 12% payable on June 30 each year and at maturity. Upon maturity, the principal advanced will be repayable. | ||||||||||
(c) | In August 2014, REA Group Limited (“REA Group”) completed the sale of a minority interest held in marketable securities for total cash consideration of $104 million. As a result of the sale, REA Group recognized a pre-tax gain of $29 million, which was reclassified out of accumulated other comprehensive income and included in Other, net in the Statement of Operations. | ||||||||||
In July 2014, REA Group purchased a 17.22% interest in iProperty Group Limited (ASX:IPP) (“iProperty”) for total cash consideration of approximately $100 million. iProperty has online property advertising operations primarily in Malaysia, Indonesia, Hong Kong, Macau and Singapore. In October 2014, REA Group agreed to sell Squarefoot, its Hong Kong based business, to iProperty in exchange for an additional 2.2% interest in iProperty. The transaction is expected to be completed in the second quarter of fiscal 2015 and is subject to customary closing conditions, including iProperty shareholder approval. Upon completion of the transaction and including an acquisition of additional shares of iProperty in October 2014, REA Group will hold an approximate 19.9% interest in iProperty, which it expects to account for as an equity method investment. | |||||||||||
(d) | Cost method investments primarily include the Company’s investment in SEEKAsia Limited (“SEEK Asia”) and certain investments in China. In February 2014, SEEK Asia, in which the Company owns a 12.1% interest, agreed to purchase the online employment businesses of JobStreet Corporation Berhad (“JobStreet”), which will be combined with JobsDB, Inc., SEEK Asia’s existing online employment business. The transaction will be funded primarily through additional contributions by SEEK Asia shareholders. The Company’s share of the funding contribution is expected to be approximately $60 million and is subject to the closing of the JobStreet acquisition. The Company will continue to hold a 12.1% investment in SEEK Asia following the transaction. | ||||||||||
Schedule of Available-for-Sale Investments | ' | ||||||||||
The Company measures the fair market values of available-for-sale investments as Level 1 financial instruments under ASC 820 as such investments have quoted prices in active markets. The cost basis, unrealized gains, unrealized losses and fair market value of available-for-sale investments are set forth below: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Cost basis of available-for-sale investments | $ | 151 | $ | 113 | |||||||
Accumulated gross unrealized gain | 25 | 38 | |||||||||
Accumulated gross unrealized loss | (23 | ) | — | ||||||||
Fair value of available-for-sale investments | $ | 153 | $ | 151 | |||||||
Net deferred tax liability | $ | 2 | $ | 14 | |||||||
Schedule of Earnings of Equity Affiliates | ' | ||||||||||
The Company’s share of the earnings of its equity affiliates was as follows: | |||||||||||
For the three months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Foxtel(a) | $ | 25 | $ | 13 | |||||||
Other equity affiliates | — | — | |||||||||
Total Equity earnings of affiliates | $ | 25 | $ | 13 | |||||||
(a) | In accordance with ASC 350, the Company amortized $16 million related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during both the three months ended September 30, 2014 and 2013. Such amortization is reflected in Equity earnings of affiliates in the Statements of Operations. | ||||||||||
Schedule of Summarized Financial Information | ' | ||||||||||
Summarized financial information for Foxtel, presented in accordance with U.S. GAAP, was as follows: | |||||||||||
For the three | |||||||||||
months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Revenues | $ | 728 | $ | 718 | |||||||
Operating income(a) | 137 | 135 | |||||||||
Net income | 81 | 58 | |||||||||
(a) | Includes Depreciation and amortization of $88 million and $86 million for the three months ended September 30, 2014 and 2013, respectively. Operating income before depreciation and amortization was $225 million and $221 million for the three months ended September 30, 2014 and 2013, respectively. |
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||
Summary of Changes in Equity | ' | ||||||||||||||||||||||||
The following table summarizes changes in equity: | |||||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
News | Noncontrolling | Total | News | Noncontrolling | Total | ||||||||||||||||||||
Corporation | Interests | Equity | Corporation | Interests | Equity | ||||||||||||||||||||
stockholders | stockholders | ||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Balance, beginning of period | $ | 13,243 | $ | 156 | $ | 13,399 | $ | 12,558 | $ | 118 | $ | 12,676 | |||||||||||||
Net income | 65 | 23 | 88 | 27 | 11 | 38 | |||||||||||||||||||
Other comprehensive (loss) income | (458 | ) | (17 | ) | (475 | ) | 218 | 2 | 220 | ||||||||||||||||
Dividends | — | (17 | ) | (17 | ) | — | (12 | ) | (12 | ) | |||||||||||||||
Other | (9 | ) | (4 | ) | (13 | ) | 18 | (1 | ) | 17 | |||||||||||||||
Balance, end of period | $ | 12,841 | $ | 141 | $ | 12,982 | $ | 12,821 | $ | 118 | $ | 12,939 | |||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||
Computation of Basic and Diluted Earnings Per Share | ' | ||||||||||
For the three months | |||||||||||
ended September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions, except | |||||||||||
per share amounts) | |||||||||||
Net income available to News Corporation stockholders—basic and diluted | $ | 65 | $ | 27 | |||||||
Weighted-average number of shares of common stock outstanding—basic | 579.5 | 578.8 | |||||||||
Dilutive effect of equity awards | 0.4 | 0.7 | |||||||||
Weighted-average number of shares of common stock outstanding—diluted | 579.9 | 579.5 | |||||||||
Net income per share available to News Corporation stockholders—basic | $ | 0.11 | $ | 0.05 | |||||||
Net income per share available to News Corporation stockholders—diluted | $ | 0.11 | $ | 0.05 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Net Impact of U.K. Newspaper Matters on Selling, General and Administrative Expenses | ' | ||||||||
Refer to the table below for the net impact of the U.K. Newspaper Matters on Selling, general and administrative expenses recorded in the Statements of Operations: | |||||||||
For the three months | |||||||||
ended September 30, | |||||||||
2014 | 2013 | ||||||||
(in millions) | |||||||||
Gross legal and professional fees related to the U.K. Newspaper Matters | $ | 28 | $ | 40 | |||||
Indemnification from 21st Century Fox | (14 | ) | (23 | ) | |||||
Net impact on Selling, general and administrative expenses | $ | 14 | $ | 17 | |||||
Pension_and_Other_Postretireme1
Pension and Other Postretirement Benefits (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Components of Net Periodic Costs | ' | ||||||||||||||||||||||||
The components of net periodic benefits costs were as follows: | |||||||||||||||||||||||||
Pension benefits | Postretirement | ||||||||||||||||||||||||
Domestic | Foreign | benefits | |||||||||||||||||||||||
For the three months ended September 30, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||
Service cost benefits earned during the period | $ | — | $ | 2 | $ | 3 | $ | 3 | $ | — | $ | — | |||||||||||||
Interest costs on projected benefit obligations | 4 | 4 | 13 | 12 | 1 | 2 | |||||||||||||||||||
Expected return on plan assets | (5 | ) | (4 | ) | (19 | ) | (18 | ) | — | — | |||||||||||||||
Amortization of deferred losses | 1 | 1 | 3 | 3 | — | — | |||||||||||||||||||
Amortization of prior service (credits) | — | — | — | — | (3 | ) | (3 | ) | |||||||||||||||||
Settlements, curtailments and other | — | 3 | — | — | — | — | |||||||||||||||||||
Net periodic benefits costs | $ | — | $ | 6 | $ | — | $ | — | $ | (2 | ) | $ | (1 | ) | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Net Impact of Tax Refund and Interest, Net of Tax, Recorded in Statement of Operations | ' | ||||
Refer to the table below for the net impact of the tax refund and interest, net of tax, recorded in the Statements of Operations: | |||||
For the three | |||||
months ended | |||||
September 30, | |||||
2013 | |||||
(in millions) | |||||
Other, net | $ | (483 | ) | ||
Income tax benefit | 483 | ||||
Net impact to the Statement of Operations | $ | — | |||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Segment Reporting [Abstract] | ' | ||||||||||
Reconciliation of Revenue and Segment EBITDA from Segments to Consolidated | ' | ||||||||||
The following table reconciles Total Segment EBITDA to Net income attributable to News Corporation stockholders. | |||||||||||
For the three months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Revenues: | |||||||||||
News and Information Services | $ | 1,451 | $ | 1,495 | |||||||
Book Publishing | 406 | 328 | |||||||||
Cable Network Programming | 139 | 132 | |||||||||
Digital Real Estate Services | 112 | 90 | |||||||||
Digital Education | 42 | 27 | |||||||||
Other | — | — | |||||||||
Total Revenues | 2,150 | 2,072 | |||||||||
Segment EBITDA: | |||||||||||
News and Information Services | $ | 105 | $ | 133 | |||||||
Book Publishing | 55 | 43 | |||||||||
Cable Network Programming | 32 | 29 | |||||||||
Digital Real Estate Services | 57 | 44 | |||||||||
Digital Education | (24 | ) | (51 | ) | |||||||
Other | (55 | ) | (57 | ) | |||||||
Total Segment EBITDA | 170 | 141 | |||||||||
Depreciation and amortization | (131 | ) | (141 | ) | |||||||
Impairment and restructuring charges | (4 | ) | (27 | ) | |||||||
Equity earnings of affiliates | 25 | 13 | |||||||||
Interest, net | 17 | 17 | |||||||||
Other, net | 48 | (441 | ) | ||||||||
Income (loss) before income tax (expense) benefit | 125 | (438 | ) | ||||||||
Income tax (expense) benefit | (37 | ) | 476 | ||||||||
Net income | 88 | 38 | |||||||||
Less: Net income attributable to noncontrolling interests | (23 | ) | (11 | ) | |||||||
Net income (loss) attributable to News Corporation stockholders | $ | 65 | $ | 27 | |||||||
Reconciliation of Assets from Segments to Consolidated | ' | ||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Total assets: | |||||||||||
News and Information Services | $ | 7,112 | $ | 7,379 | |||||||
Book Publishing | 2,032 | 1,852 | |||||||||
Cable Network Programming | 1,317 | 1,427 | |||||||||
Digital Real Estate Services | 399 | 438 | |||||||||
Digital Education | 522 | 481 | |||||||||
Other | 2,244 | 2,303 | |||||||||
Investments | 2,497 | 2,609 | |||||||||
Total assets | $ | 16,123 | $ | 16,489 | |||||||
Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated | ' | ||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Goodwill and intangible assets, net: | |||||||||||
News and Information Services | $ | 2,629 | $ | 2,646 | |||||||
Book Publishing | 972 | 619 | |||||||||
Cable Network Programming | 1,092 | 1,181 | |||||||||
Digital Real Estate Services | 88 | 95 | |||||||||
Digital Education | 374 | 378 | |||||||||
Other | — | — | |||||||||
Total goodwill and intangible assets, net | $ | 5,155 | $ | 4,919 | |||||||
Additional_Financial_Informati1
Additional Financial Information (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||
Components of Receivables, Net | ' | ||||||||||
Receivables, net consist of: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Receivables | $ | 1,658 | $ | 1,563 | |||||||
Allowances for returns and doubtful accounts | (247 | ) | (175 | ) | |||||||
Receivables, net | $ | 1,411 | $ | 1,388 | |||||||
Components of Other Current Assets | ' | ||||||||||
The following table sets forth the components of Other current assets: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Inventory(a) | $ | 293 | $ | 310 | |||||||
Assets held for sale | 2 | 11 | |||||||||
Deferred tax assets | 77 | 76 | |||||||||
Prepayments and other current assets | 287 | 274 | |||||||||
Total Other current assets | $ | 659 | $ | 671 | |||||||
(a) | Inventory at September 30, 2014 and June 30, 2014 was primarily comprised of books, newsprint, printing ink, plate material and programming rights. | ||||||||||
Components of Other Non-Current Assets | ' | ||||||||||
The following table sets forth the components of Other non-current assets: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Royalty advances to authors | $ | 291 | $ | 267 | |||||||
Notes receivable(a) | 78 | 83 | |||||||||
Deferred tax assets | 152 | 146 | |||||||||
Other | 175 | 186 | |||||||||
Total Other non-current assets | $ | 696 | $ | 682 | |||||||
(a) | Notes receivable relates to the Company’s sale of its former U.K. newspaper division headquarters. | ||||||||||
Components of Other Current Liabilities | ' | ||||||||||
The following table sets forth the components of Other current liabilities: | |||||||||||
As of | As of | ||||||||||
September 30, | June 30, | ||||||||||
2014 | 2014 | ||||||||||
(in millions) | |||||||||||
Current tax payable | $ | 40 | $ | 25 | |||||||
Current deferred income tax | 38 | 36 | |||||||||
Royalties and commissions payable | 211 | 168 | |||||||||
Other | 196 | 202 | |||||||||
Total Other current liabilities | $ | 485 | $ | 431 | |||||||
Components of Other, Net | ' | ||||||||||
The following table sets forth the components of Other, net: | |||||||||||
For the three | |||||||||||
months ended | |||||||||||
September 30, | |||||||||||
2014 | 2013 | ||||||||||
(in millions) | |||||||||||
Foreign tax refund payable to 21st Century Fox(a) | $ | — | $ | (483 | ) | ||||||
Gain on third party pension contribution(b) | — | 37 | |||||||||
Gain on sale of marketable securities(c) | 29 | — | |||||||||
Dividends received from cost method investments | 17 | — | |||||||||
Other, net | 2 | 5 | |||||||||
Total Other, net | $ | 48 | $ | (441 | ) | ||||||
(a) | See Note 12—Income Taxes | ||||||||||
(b) | See Note 11—Pension and Other Postretirement Benefits | ||||||||||
(c) | See Note 4—Investments |
Description_of_Business_and_Ba2
Description of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2014 | |
Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of reportable segments | 6 |
Acquisitions_Disposals_and_Oth1
Acquisitions, Disposals and Other Transactions - Additional Information (Detail) (USD $) | 1 Months Ended | 1 Months Ended | ||||
In Millions, unless otherwise specified | Aug. 31, 2014 | Aug. 31, 2014 | Aug. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Harlequin Enterprises Limited [Member] | Harlequin Enterprises Limited [Member] | Harlequin Enterprises Limited [Member] | LMG [Member] | LMG [Member] | LMG [Member] | |
Publishing Rights [Member] | Imprints [Member] | State | Daily Newspapers [Member] | Weekly Newspapers [Member] | ||
Product | Product | |||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ' | ' | ' | ' | ' | ' |
Business acquisition, cost of acquired entity | $414 | ' | ' | ' | ' | ' |
Business acquisition purchase price allocation, cash | 19 | ' | ' | ' | ' | ' |
Business acquisition purchase price allocation, net tangible assets | 90 | ' | ' | ' | ' | ' |
Purchase price of goodwill and other intangible assets in excess of fair value | 320 | ' | ' | ' | ' | ' |
Business acquisition purchase price allocation, amortizable intangible assets | ' | 90 | ' | ' | ' | ' |
Useful life of amortizable intangible assets | ' | '8 years | ' | ' | ' | ' |
Business acquisition purchase price allocation, unamortizable intangible assets | ' | ' | 100 | ' | ' | ' |
Business acquisition purchase price allocation, deferred tax liability | 50 | ' | ' | ' | ' | ' |
Business acquisition purchase price allocation, goodwill amount | $180 | ' | ' | ' | ' | ' |
Number of products | ' | ' | ' | ' | 8 | 15 |
States of operation | ' | ' | ' | 7 | ' | ' |
Restructuring_and_Impairment_A
Restructuring and Impairment - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | $4 | $27 |
Other Current Liabilities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring liabilities, current | 16 | ' |
Other Non-Current Liabilities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring liabilities, non-current | 4 | ' |
Newspaper Businesses [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | $4 | $23 |
Restructuring_and_Impairment_S
Restructuring and Impairment - Schedule of Changes in Restructuring Program Liabilities (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Liabilities, Beginning Balance | $28 | $59 |
Additions | 4 | 27 |
Payments | -12 | -49 |
Other | 0 | 0 |
Restructuring Liabilities, Ending Balance | 20 | 37 |
One Time Employee Termination Benefits [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Liabilities, Beginning Balance | 21 | 51 |
Additions | 4 | 23 |
Payments | -11 | -46 |
Other | 0 | 1 |
Restructuring Liabilities, Ending Balance | 14 | 29 |
Facility Related Costs [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Liabilities, Beginning Balance | 7 | 6 |
Additions | 0 | 3 |
Payments | -1 | -2 |
Other | 0 | 0 |
Restructuring Liabilities, Ending Balance | 6 | 7 |
Other Costs [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring Liabilities, Beginning Balance | 0 | 2 |
Additions | 0 | 1 |
Payments | 0 | -1 |
Other | 0 | -1 |
Restructuring Liabilities, Ending Balance | $0 | $1 |
Investments_Schedule_of_Invest
Investments - Schedule of Investments (Detail) | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | ||||||
In Millions, unless otherwise specified | USD ($) | USD ($) | Loan Receivable from Foxtel [Member] | Loan Receivable from Foxtel [Member] | Loan Receivable from Foxtel [Member] | Foxtel [Member] | Foxtel [Member] | Other Equity Method Investments [Member] | Other Equity Method Investments [Member] | ||||||
USD ($) | AUD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||
Schedule of Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Equity method investments | ' | ' | ' | ' | ' | $1,767 | [1] | $1,869 | [1] | $41 | $24 | ||||
Other investments | ' | ' | 396 | [2] | 451 | 425 | [2] | ' | ' | ' | ' | ||||
Available-for-sale securities | 153 | [3] | 151 | [3] | ' | ' | ' | ' | ' | ' | ' | ||||
Cost method investments | 140 | [4] | 140 | [4] | ' | ' | ' | ' | ' | ' | ' | ||||
Total Investments | $2,497 | $2,609 | ' | ' | ' | ' | ' | ' | ' | ||||||
Equity method investment, ownership percentage | ' | ' | ' | ' | ' | 50.00% | [1] | ' | ' | ' | |||||
[1] | The change in the Foxtel investment for the three months ended September 30, 2014 was primarily due to the impact of foreign currency fluctuations. | ||||||||||||||
[2] | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and Foxtel's shareholders made pro rata capital contributions in the form of subordinated shareholder notes based on their respective ownership interests. The Company's share of the subordinated shareholder notes was approximately A$451 million ($396 million and $425 million as of September 30, 2014 and June 30, 2014, respectively). The subordinated shareholder note can be repaid beginning in July 2022 provided that Foxtel's senior debt has been repaid. The subordinated shareholder note has a maturity date of July 15, 2027, with interest of 12% payable on June 30 each year and at maturity. Upon maturity, the principal advanced will be repayable. | ||||||||||||||
[3] | In August 2014, REA Group Limited ("REA Group") completed the sale of a minority interest held in marketable securities for total cash consideration of $104 million. As a result of the sale, REA Group recognized a pre-tax gain of $29 million, which was reclassified out of accumulated other comprehensive income and included in Other, net in the Statement of Operations. In July 2014, REA Group purchased a 17.22% interest in iProperty Group Limited (ASX:IPP) ("iProperty") for total cash consideration of approximately $100 million. iProperty has online property advertising operations primarily in Malaysia, Indonesia, Hong Kong, Macau and Singapore. In October 2014, REA Group agreed to sell Squarefoot, its Hong Kong based business, to iProperty in exchange for an additional 2.21% interest in iProperty valued at approximately $13 million. The transaction is expected to be completed in the second quarter of fiscal 2015 and is subject to [customary closing conditions, including iProperty shareholder approval]. Also in October 2014, REA Group purchased an additional 0.5% interest in iProperty for approximately $2 million. Including the transactions noted above, REA Group will hold an approximate 19.9% interest in iProperty, which it expects to account for as an equity method investment. | ||||||||||||||
[4] | Cost method investments primarily include the Company's investment in SEEKAsia Limited ("SEEK Asia") and certain investments in China. In February 2014, SEEK Asia, in which the Company owns a 12.1% interest, agreed to purchase the online employment businesses of JobStreet Corporation Berhad ("JobStreet"), which will be combined with JobsDB, Inc., SEEK Asia's existing online employment business. The transaction, which is subject to certain conditions, including regulatory approval and JobStreet shareholder approval, will be funded primarily through additional contributions by SEEK Asia shareholders. The Company's share of the funding contribution is expected to be approximately $60 million and is subject to the closing of the JobStreet acquisition. The Company will continue to hold a 12.1% investment in SEEK Asia following the transaction. |
Investments_Schedule_of_Invest1
Investments - Schedule of Investments (Parenthetical) (Detail) | 1 Months Ended | 3 Months Ended | |||||||||||||
In Millions, unless otherwise specified | Aug. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Jul. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | ||||
USD ($) | USD ($) | USD ($) | Foxtel Shareholder Notes [Member] | Loan Receivable from Foxtel [Member] | Loan Receivable from Foxtel [Member] | Loan Receivable from Foxtel [Member] | SEEK Asia Limited [Member] | iProperty Group Limited [Member] | Scenario, Forecast [Member] | Subsequent Event [Member] | |||||
USD ($) | AUD | USD ($) | USD ($) | USD ($) | iProperty Group Limited [Member] | iProperty Group Limited [Member] | |||||||||
Schedule of Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Other investments | ' | ' | ' | ' | $396 | [1] | 451 | $425 | [1] | ' | ' | ' | ' | ||
Ability to repay subordinated note at earliest | ' | ' | ' | 1-Jul-22 | ' | ' | ' | ' | ' | ' | ' | ||||
Maturity date of subordinated note | ' | ' | ' | 15-Jul-27 | ' | ' | ' | ' | ' | ' | ' | ||||
Percentage of interest payable on subordinated note | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ||||
Cash consideration on sale of marketable securities | 104 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Gain on sale of marketable securities | ' | 29 | [2] | 0 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Ownership interest percentage on investment | ' | ' | ' | ' | ' | ' | ' | 12.10% | 17.22% | ' | ' | ||||
Cost method investment,cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ||||
Additional ownership interest percentage on investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.20% | ' | ||||
Cost method investment, future ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19.90% | ||||
Other investments, amount | ' | ' | ' | ' | ' | ' | ' | $60 | ' | ' | ' | ||||
[1] | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and Foxtel's shareholders made pro rata capital contributions in the form of subordinated shareholder notes based on their respective ownership interests. The Company's share of the subordinated shareholder notes was approximately A$451 million ($396 million and $425 million as of September 30, 2014 and June 30, 2014, respectively). The subordinated shareholder note can be repaid beginning in July 2022 provided that Foxtel's senior debt has been repaid. The subordinated shareholder note has a maturity date of July 15, 2027, with interest of 12% payable on June 30 each year and at maturity. Upon maturity, the principal advanced will be repayable. | ||||||||||||||
[2] | See Note 4-Investments |
Investments_Schedule_of_Availa
Investments - Schedule of Available-for-Sale Investments (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Millions, unless otherwise specified | ||||
Investments Schedule [Abstract] | ' | ' | ||
Cost basis of available-for-sale investments | $151 | $113 | ||
Accumulated gross unrealized gain | 25 | 38 | ||
Accumulated gross unrealized loss | -23 | 0 | ||
Fair value of available-for-sale investments | 153 | [1] | 151 | [1] |
Net deferred tax liability | $2 | $14 | ||
[1] | In August 2014, REA Group Limited ("REA Group") completed the sale of a minority interest held in marketable securities for total cash consideration of $104 million. As a result of the sale, REA Group recognized a pre-tax gain of $29 million, which was reclassified out of accumulated other comprehensive income and included in Other, net in the Statement of Operations. In July 2014, REA Group purchased a 17.22% interest in iProperty Group Limited (ASX:IPP) ("iProperty") for total cash consideration of approximately $100 million. iProperty has online property advertising operations primarily in Malaysia, Indonesia, Hong Kong, Macau and Singapore. In October 2014, REA Group agreed to sell Squarefoot, its Hong Kong based business, to iProperty in exchange for an additional 2.21% interest in iProperty valued at approximately $13 million. The transaction is expected to be completed in the second quarter of fiscal 2015 and is subject to [customary closing conditions, including iProperty shareholder approval]. Also in October 2014, REA Group purchased an additional 0.5% interest in iProperty for approximately $2 million. Including the transactions noted above, REA Group will hold an approximate 19.9% interest in iProperty, which it expects to account for as an equity method investment. |
Investments_Schedule_of_Earnin
Investments - Schedule of Earnings of Equity Affiliates (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity earnings of affiliates | $25 | $13 | ||
Foxtel [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity earnings of affiliates | 25 | [1] | 13 | [1] |
Other Equity Affiliates, Net [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Equity earnings of affiliates | $0 | $0 | ||
[1] | In accordance with ASC 350, the Company amortized $16 million related to excess cost over the Company's proportionate share of its investment's underlying net assets allocated to finite-lived intangible assets during both the three months ended September 30, 2014 and 2013. Such amortization is reflected in Equity earnings of affiliates in the Statements of Operations. |
Investments_Schedule_of_Earnin1
Investments - Schedule of Earnings of Equity Affiliates (Parenthetical) (Detail) (Equity Earnings [Member], Foxtel [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Equity Earnings [Member] | Foxtel [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Amortization of intangible asset | $16 | $16 |
Investments_Schedule_of_Summar
Investments - Schedule of Summarized Financial Information (Detail) (Foxtel [Member], USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Foxtel [Member] | ' | ' | ||
Schedule of Equity Method Investments [Line Items] | ' | ' | ||
Revenues | $728 | $718 | ||
Operating income | 137 | [1] | 135 | [1] |
Net income | $81 | $58 | ||
[1] | Includes Depreciation and amortization of $88 million and $86 million for the three months ended September 30, 2014 and 2013, respectively. Operating income before depreciation and amortization was $225 million and $221 million for the three months ended September 30, 2014 and 2013, respectively. |
Investments_Schedule_of_Summar1
Investments - Schedule of Summarized Financial Information (Parenthetical) (Detail) (Foxtel [Member], USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Foxtel [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Depreciation and amortization | $88 | $86 |
Operating income before depreciation and amortization | $225 | $221 |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Investment [Line Items] | ' |
Percentage of subscriber revenues | 1.00% |
Foxtel [Member] | ' |
Investment [Line Items] | ' |
Increase in net income | $10 |
Credit_Facility_Additional_Inf
Credit Facility - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 | Oct. 31, 2013 | Sep. 30, 2014 |
Line of Credit Facility [Line Items] | ' | ' | ' |
Interest on borrowings, description | ' | ' | 'Either (a) a Eurodollar Rate formula or (b) the Base Rate formula, each as set forth in the Credit Agreement. |
Five-year Unsecured Revolving Credit Facility [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Unsecured revolving credit facility available amount | ' | $650 | ' |
Credit Agreement term | ' | '5 years | ' |
Letters of credit sublimit under credit facility | ' | 100 | ' |
Maximum amount of credit facility | ' | $900 | ' |
Credit Agreement due date | ' | ' | 23-Oct-18 |
Commitment fee percentage on undrawn balance | 0.25% | ' | ' |
Five-year Unsecured Revolving Credit Facility [Member] | Base Rate [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin for borrowing | 0.50% | ' | ' |
Five-year Unsecured Revolving Credit Facility [Member] | Eurodollar [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Applicable margin for borrowing | 1.50% | ' | ' |
Five-year Unsecured Revolving Credit Facility [Member] | Maximum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Operating income leverage ratio | ' | 3 | ' |
Five-year Unsecured Revolving Credit Facility [Member] | Minimum [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Interest coverage ratio | ' | 3 | ' |
Equity_Summary_of_Changes_in_E
Equity - Summary of Changes in Equity (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Changes In Equity [Line Items] | ' | ' |
Balance, beginning of period | $13,399 | $12,676 |
Net income | 88 | 38 |
Other comprehensive (loss) income | -475 | 220 |
Dividends | -17 | -12 |
Other | -13 | 17 |
Balance, end of period | 12,982 | 12,939 |
News Corporation Stockholders [Member] | ' | ' |
Changes In Equity [Line Items] | ' | ' |
Balance, beginning of period | 13,243 | 12,558 |
Net income | 65 | 27 |
Other comprehensive (loss) income | -458 | 218 |
Dividends | 0 | 0 |
Other | -9 | 18 |
Balance, end of period | 12,841 | 12,821 |
Noncontrolling Interests [Member] | ' | ' |
Changes In Equity [Line Items] | ' | ' |
Balance, beginning of period | 156 | 118 |
Net income | 23 | 11 |
Other comprehensive (loss) income | -17 | 2 |
Dividends | -17 | -12 |
Other | -4 | -1 |
Balance, end of period | $141 | $118 |
Equity_Based_Compensation_Addi
Equity Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Equity-based compensation | $12 | $8 |
Performance Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock units granted | 3.1 | ' |
Stock based compensation award, vested | 2 | ' |
Stock based compensation award, settled in cash | 8.2 | ' |
Performance Stock Units [Member] | Settled in Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock based compensation award, vested | 1.5 | ' |
Performance Stock Units [Member] | Settled in Cash [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock based compensation award, vested | 0.5 | ' |
Performance Stock Units [Member] | Settled in Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock units granted | 2 | ' |
Restricted Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock based compensation award, vested | 0.4 | ' |
Stock based compensation award, settled in cash | $0.90 | ' |
Restricted Stock Units [Member] | Settled in Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock based compensation award, vested | 0.3 | ' |
Restricted Stock Units [Member] | Settled in Cash [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock based compensation award, vested | 0.1 | ' |
2013 LTIP [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Award shares authorized | 30 | ' |
Earnings_Per_Share_Computation
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Net income available to News Corporation stockholders-basic and diluted | $65 | $27 |
Weighted-average number of shares of common stock outstanding-basic | 579.5 | 578.8 |
Dilutive effect of equity awards | 0.4 | 0.7 |
Weighted-average number of shares of common stock outstanding-diluted | 579.9 | 579.5 |
Net income per share available to News Corporation stockholders-basic | $0.11 | $0.05 |
Net income per share available to News Corporation stockholders-diluted | $0.11 | $0.05 |
Relationship_between_News_Corp1
Relationship between News Corp and 21st Century Fox - Additional Information (Detail) (USD $) | 3 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 28, 2013 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Estimated cash and cash equivalents at distribution date | ' | ' | ' | ' | $2,600,000,000 |
Cash and cash equivalents | 2,735,000,000 | 2,688,000,000 | 3,145,000,000 | 2,381,000,000 | ' |
Cash distribution from related party | 0 | 217,000,000 | ' | ' | ' |
Spinoff [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Distribution date | 28-Jun-13 | ' | ' | ' | ' |
Distribution terms | 'As of the effective time of the Separation, all of the outstanding shares of the Company were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Company Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. | ' | ' | ' | ' |
21st Century Fox [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Cash distribution from related party | ' | 200,000,000 | ' | ' | ' |
Accounts due from related party | 60,000,000 | ' | 66,000,000 | ' | ' |
21st Century Fox [Member] | U.K. Newspaper Matters Indemnification [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Accounts due from related party | $60,000,000 | ' | $66,000,000 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 |
21st Century Fox [Member] | 21st Century Fox [Member] | U.K. Newspaper Matters Indemnification [Member] | U.K. Newspaper Matters Indemnification [Member] | U.K. Newspaper Matters Indemnification [Member] | U.K. Newspaper Matters Indemnification [Member] | U.K. Newspaper Matters [Member] | U.K. Newspaper Matters [Member] | |||
21st Century Fox [Member] | 21st Century Fox [Member] | |||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross legal and professional fees related to the U.K. Newspaper Matters | ' | ' | ' | ' | ' | ' | ' | ' | $28 | $40 |
Indemnification from 21st Century Fox | ' | ' | ' | ' | 14 | 23 | ' | ' | ' | ' |
Net impact on Selling, general and administrative expenses | 666 | 636 | ' | ' | ' | ' | ' | ' | 14 | 17 |
Litigation liability accrued | ' | ' | ' | ' | ' | ' | ' | ' | 115 | ' |
Due from related party | ' | ' | $60 | $66 | ' | ' | $60 | $66 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Net Impact of U.K. Newspaper Matters on Selling, General and Administrative Expenses (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Commitments and Contingencies [Line Items] | ' | ' |
Net impact on Selling, general and administrative expenses | $666 | $636 |
U.K. Newspaper Matters Indemnification [Member] | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Indemnification from 21st Century Fox | -14 | -23 |
U.K. Newspaper Matters [Member] | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Gross legal and professional fees related to the U.K. Newspaper Matters | 28 | 40 |
Net impact on Selling, general and administrative expenses | $14 | $17 |
Pension_and_Other_Postretireme2
Pension and Other Postretirement Benefits - Schedule of Components of Net Periodic Costs (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Domestic Pension Benefits [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost benefits earned during the period | $0 | $2 |
Interest costs on projected benefit obligations | 4 | 4 |
Expected return on plan assets | -5 | -4 |
Amortization of deferred losses | 1 | 1 |
Amortization of prior service (credits) | 0 | 0 |
Settlements, curtailments and other | 0 | 3 |
Net periodic benefits costs | 0 | 6 |
Foreign Pension Benefits [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost benefits earned during the period | 3 | 3 |
Interest costs on projected benefit obligations | 13 | 12 |
Expected return on plan assets | -19 | -18 |
Amortization of deferred losses | 3 | 3 |
Amortization of prior service (credits) | 0 | 0 |
Settlements, curtailments and other | 0 | 0 |
Net periodic benefits costs | 0 | 0 |
Postretirement Benefits [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Service cost benefits earned during the period | 0 | 0 |
Interest costs on projected benefit obligations | 1 | 2 |
Expected return on plan assets | 0 | 0 |
Amortization of deferred losses | 0 | 0 |
Amortization of prior service (credits) | -3 | -3 |
Settlements, curtailments and other | 0 | 0 |
Net periodic benefits costs | ($2) | ($1) |
Pension_and_Other_Postretireme3
Pension and Other Postretirement Benefits - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Third party contributions made to pension plans | $37 | ' |
Pension and Postretirement Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Company contributions made to various plans | 4 | 11 |
Retiree Medical Plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Reduction in Retirement benefit obligation due to changes made in defined benefit pension and retiree medical plans | $41 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||
Foreign Tax Authority [Member] | Foreign Tax Authority [Member] | 21st Century Fox [Member] | 21st Century Fox [Member] | |||||
Foreign Tax Authority [Member] | ||||||||
Tax Indemnification [Member] | ||||||||
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ||
Refund of taxes plus interest in foreign jurisdiction | ' | ' | $555 | ' | ' | ' | ||
Tax benefit, net | ' | ' | ' | 483 | 483 | ' | ||
Tax expenses to others, net | 0 | [1] | 483 | [1] | ' | ' | 483 | 483 |
Income taxes paid gross | 19 | 19 | ' | ' | ' | ' | ||
Income tax refunds | $3 | $17 | ' | ' | ' | ' | ||
[1] | See Note 12-Income Taxes |
Income_Taxes_Net_Impact_of_Tax
Income Taxes - Net Impact of Tax Refund and Interest, Net of Tax, Recorded in Statement of Operations (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Components Of Income Tax Expense Benefit [Line Items] | ' | ' | ||
Other, net | $0 | [1] | ($483) | [1] |
21st Century Fox [Member] | ' | ' | ||
Components Of Income Tax Expense Benefit [Line Items] | ' | ' | ||
Other, net | ' | -483 | ||
Income tax benefit | ' | 483 | ||
Net impact to the Statement of Operations | ' | $0 | ||
[1] | See Note 12-Income Taxes |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2014 | |
Distributor | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 6 |
Number of television channels distribution | 7 |
Book Publishing [Member] | Minimum [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Number of branded publishing imprints | 60 |
Digital Real Estate Services [Member] | REA Group Inc [Member] | ' |
Segment Reporting Information [Line Items] | ' |
Company ownership percentage | 61.60% |
Segment_Information_Reconcilia
Segment Information - Reconciliation of Revenue and Segment EBITDA from Segments to Consolidated (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | $2,150 | $2,072 |
Total Segment EBITDA | 170 | 141 |
Depreciation and amortization | -131 | -141 |
Impairment and restructuring charges | -4 | -27 |
Equity earnings of affiliates | 25 | 13 |
Interest, net | 17 | 17 |
Other, net | 48 | -441 |
Income (loss) before income tax (expense) benefit | 125 | -438 |
Income tax (expense) benefit | -37 | 476 |
Net income | 88 | 38 |
Less: Net income attributable to noncontrolling interests | -23 | -11 |
Net income (loss) attributable to News Corporation stockholders | 65 | 27 |
News and Information Services [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 1,451 | 1,495 |
Total Segment EBITDA | 105 | 133 |
Book Publishing [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 406 | 328 |
Total Segment EBITDA | 55 | 43 |
Cable Network Programming [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 139 | 132 |
Total Segment EBITDA | 32 | 29 |
Digital Real Estate Services [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 112 | 90 |
Total Segment EBITDA | 57 | 44 |
Digital Education [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 42 | 27 |
Total Segment EBITDA | -24 | -51 |
Other [Member] | ' | ' |
Reconciliation of Earnings Before Interest Taxes Depreciation Amortization from Segments to Consolidated [Line Items] | ' | ' |
Revenues | 0 | 0 |
Total Segment EBITDA | ($55) | ($57) |
Segment_Information_Reconcilia1
Segment Information - Reconciliation of Assets from Segment to Consolidated (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | $16,123 | $16,489 |
Investments [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 2,497 | 2,609 |
News and Information Services [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 7,112 | 7,379 |
Book Publishing [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 2,032 | 1,852 |
Cable Network Programming [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 1,317 | 1,427 |
Digital Real Estate Services [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 399 | 438 |
Digital Education [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | 522 | 481 |
Other [Member] | ' | ' |
Segment Reporting, Asset Reconciling Item [Line Items] | ' | ' |
Total assets | $2,244 | $2,303 |
Segment_Information_Reconcilia2
Segment Information - Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | $5,155 | $4,919 |
News and Information Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | 2,629 | 2,646 |
Book Publishing [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | 972 | 619 |
Cable Network Programming [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | 1,092 | 1,181 |
Digital Real Estate Services [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | 88 | 95 |
Digital Education [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | 374 | 378 |
Other [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total goodwill and intangible assets, net | $0 | $0 |
Additional_Financial_Informati2
Additional Financial Information - Components of Receivables, Net (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | ||
Receivables [Abstract] | ' | ' |
Receivables | $1,658 | $1,563 |
Allowances for returns and doubtful accounts | -247 | -175 |
Receivables, net | $1,411 | $1,388 |
Additional_Financial_Informati3
Additional Financial Information - Components of Other Current Assets (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Millions, unless otherwise specified | ||||
Assets, Current [Abstract] | ' | ' | ||
Inventory | $293 | [1] | $310 | [1] |
Assets held for sale | 2 | 11 | ||
Deferred tax assets | 77 | 76 | ||
Prepayments and other current assets | 287 | 274 | ||
Total Other current assets | $659 | $671 | ||
[1] | Inventory at September 30, 2014 and June 30, 2014 was primarily comprised of books, newsprint, printing ink, plate material and programming rights. |
Additional_Financial_Informati4
Additional Financial Information - Components of Other Non-Current Assets (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | ||
In Millions, unless otherwise specified | ||||
Assets, Noncurrent [Abstract] | ' | ' | ||
Royalty advances to authors | $291 | $267 | ||
Notes receivable | 78 | [1] | 83 | [1] |
Deferred tax assets | 152 | 146 | ||
Other | 175 | 186 | ||
Total Other non-current assets | $696 | $682 | ||
[1] | Notes receivable relates to the Company's sale of its former U.K. newspaper division headquarters. |
Additional_Financial_Informati5
Additional Financial Information - Components of Other Current Liabilities (Detail) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Millions, unless otherwise specified | ||
Liabilities, Current [Abstract] | ' | ' |
Current tax payable | $40 | $25 |
Current deferred income tax | 38 | 36 |
Royalties and commissions payable | 211 | 168 |
Other | 196 | 202 |
Total Other current liabilities | $485 | $431 |
Additional_Financial_Informati6
Additional Financial Information - Components of Other, Net (Detail) (USD $) | 3 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | ||
Other Income and Expenses [Abstract] | ' | ' | ||
Foreign tax refund payable to 21st Century Fox | $0 | [1] | ($483) | [1] |
Gain on third party pension contribution | 0 | [2] | 37 | [2] |
Gain on sale of marketable securities | 29 | [3] | 0 | [3] |
Dividends received from cost method investments | 17 | 0 | ||
Other, net | 2 | 5 | ||
Total Other, net | $48 | ($441) | ||
[1] | See Note 12-Income Taxes | |||
[2] | See Note 11-Pension and Other Postretirement Benefits | |||
[3] | See Note 4-Investments |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Move Inc [Member], USD $) | 0 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Subsequent Event [Line Items] | ' | ' |
Shares purchase price | ' | $21 |
Cash consideration, expected to be paid | $950 | ' |
REA Group Inc [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Percentage of share held by consolidated subsidiary | 20.00% | 20.00% |