Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NWS | |
Entity Registrant Name | NEWS CORP | |
Entity Central Index Key | 1,564,708 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 381,714,733 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 199,630,240 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||
Advertising | $ 670 | $ 735 |
Circulation and subscription | 621 | 639 |
Consumer | 374 | 392 |
Real estate | 172 | 145 |
Other | 128 | 103 |
Total revenues | 1,965 | 2,014 |
Operating expenses | (1,157) | (1,199) |
Selling, general and administrative | (678) | (650) |
Depreciation and amortization | (120) | (121) |
Restructuring charges | (20) | (17) |
Equity (losses) earnings of affiliates | (15) | 8 |
Interest, net | 7 | 12 |
Other, net | 17 | 5 |
(Loss) income from continuing operations before income tax benefit | (1) | 52 |
Income tax benefit | 1 | 91 |
Income from continuing operations | 0 | 143 |
Income from discontinued operations, net of tax | 0 | 46 |
Net income | 0 | 189 |
Less: Net income attributable to noncontrolling interests | (15) | (14) |
Net (loss) income attributable to News Corporation stockholders | $ (15) | $ 175 |
Basic and diluted (loss) earnings per share: | ||
(Loss) income from continuing operations available to News Corporation stockholders per share | $ (0.03) | $ 0.22 |
Income from discontinued operations available to News Corporation stockholders per share | 0 | 0.08 |
Net (loss) income available to News Corporation stockholders per share | $ (0.03) | $ 0.30 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 0 | $ 189 | |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 56 | (445) | |
Unrealized holding losses on securities | [1] | (26) | (25) |
Benefit plan adjustments | [2] | 11 | 15 |
Share of other comprehensive income from equity affiliates | [3] | 2 | 5 |
Other comprehensive income (loss) | 43 | (450) | |
Comprehensive income (loss) | 43 | (261) | |
Less: Net income attributable to noncontrolling interests | (15) | (14) | |
Less: Other comprehensive (income) loss attributable to noncontrolling interests | (2) | 7 | |
Comprehensive income (loss) attributable to News Corporation stockholders | $ 26 | $ (268) | |
[1] | Net of income tax benefit of $10 million and $12 million for the three months ended September 30, 2016 and 2015, respectively. | ||
[2] | Net of income tax expense of $3 million and $4 million for the three months ended September 30, 2016 and 2015, respectively. | ||
[3] | Net of income tax expense of $1 million and $2 million for the three months ended September 30, 2016 and 2015, respectively. |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized holding losses on securities, income tax benefit | $ 10 | $ 12 |
Benefit plan adjustments, income tax (expense) | 3 | 4 |
Share of other comprehensive income from equity affiliates, income tax(expense) | $ 1 | $ 2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 1,499 | $ 1,832 | |
Restricted cash | 0 | 315 | |
Receivables, net | 1,294 | 1,229 | |
Other current assets | 535 | 513 | |
Total current assets | 3,328 | 3,889 | |
Non-current assets: | |||
Investments | 2,269 | 2,270 | |
Property, plant and equipment, net | 2,367 | 2,405 | |
Intangible assets, net | 2,381 | 2,207 | |
Goodwill | 3,889 | 3,714 | |
Deferred income tax assets | 628 | 602 | |
Other non-current assets | 407 | 396 | |
Total assets | 15,269 | 15,483 | |
Current liabilities: | |||
Accounts payable | 240 | 217 | |
Accrued expenses | 1,136 | 1,371 | |
Deferred revenue | 401 | 388 | |
Other current liabilities | 510 | 466 | |
Total current liabilities | 2,287 | 2,442 | |
Non-current liabilities: | |||
Borrowings | 377 | 369 | |
Retirement benefit obligations | 332 | 350 | |
Deferred income tax liabilities | 171 | 171 | |
Other non-current liabilities | 336 | 349 | |
Commitments and contingencies | |||
Equity | |||
Additional paid-in capital | 12,434 | 12,434 | |
Retained earnings | 76 | 150 | |
Accumulated other comprehensive loss | (986) | (1,026) | |
Total News Corporation stockholders' equity | 11,530 | 11,564 | |
Noncontrolling interests | 216 | 218 | |
Total equity | 11,746 | 11,782 | |
Total liabilities and equity | 15,269 | 15,483 | |
Redeemable Preferred Stock [Member] | |||
Non-current liabilities: | |||
Redeemable preferred stock | 20 | 20 | |
Class A Common Stock [Member] | |||
Equity | |||
Common stock | [1] | 4 | 4 |
Class B Common Stock [Member] | |||
Equity | |||
Common stock | [2] | $ 2 | $ 2 |
[1] | Class A common stock, $0.01 par value per share ("Class A Common Stock"), 1,500,000,000 shares authorized, 381,685,162 and 380,490,770 shares issued and outstanding, net of 27,368,413 treasury shares at par, at September 30, 2016 and June 30, 2016, respectively. | ||
[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, 2016 and June 30, 2016, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Jun. 30, 2016 |
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 | 381,685,162 | 380,490,770 |
Common stock outstanding, net of treasury stock | 381,685,162 | 380,490,770 |
Common stock, treasury shares | 27,368,413 | 27,368,413 |
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 Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income | $ 0 | $ 189 |
Less: Income from discontinued operations, net of tax | 0 | 46 |
Income from continuing operations: | 0 | 143 |
Adjustments to reconcile income from continuing operations to cash (used in) provided by operating activities: | ||
Depreciation and amortization | 120 | 121 |
Equity losses (earnings) of affiliates | 15 | (8) |
Other, net | (17) | (5) |
Deferred income taxes and taxes payable | (35) | (109) |
Change in operating assets and liabilities, net of acquisitions: | ||
Receivables and other assets | (64) | (94) |
Inventories, net | (16) | 30 |
Accounts payable and other liabilities | (258) | 74 |
Pension and postretirement benefit plans | (13) | (11) |
Net cash (used in) provided by operating activities from continuing operations | (268) | 141 |
Investing activities: | ||
Capital expenditures | (49) | (63) |
Changes in restricted cash for Wireless Group acquisition | 315 | |
Acquisitions, net of cash acquired | (283) | (16) |
Investments in equity affiliates and other | (10) | (14) |
Proceeds from dispositions | 24 | 2 |
Other | (8) | 5 |
Net cash used in investing activities from continuing operations | (11) | (86) |
Financing activities: | ||
Repayment of borrowings acquired in the Wireless Group acquisition | (23) | 0 |
Repurchase of shares | 0 | (15) |
Dividends paid | (18) | (16) |
Other, net | (18) | (6) |
Net cash used in financing activities from continuing operations | (59) | (37) |
Net (decrease) increase in cash and cash equivalents from continuing operations | (338) | 18 |
Net decrease in cash and cash equivalents from discontinued operations | (3) | (35) |
Cash and cash equivalents, beginning of period | 1,832 | 1,951 |
Exchange movement on opening cash balance | 8 | (36) |
Cash and cash equivalents, end of period | $ 1,499 | $ 1,898 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Sep. 30, 2016 | |
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, digital real estate services, cable network programming in Australia and pay-TV distribution in Australia. During the first quarter of fiscal 2016, management approved a plan to dispose of the Company’s digital education business. As a result of the plan and the discontinuation of further significant business activities in the Digital Education segment, the assets and liabilities of this segment were classified as held for sale and the results of operations have been classified as discontinued operations for all periods presented. Unless indicated otherwise, the information in the notes to the Consolidated Financial Statements relates to the Company’s continuing operations. (See Note 3—Discontinued Operations). Basis of Presentation The accompanying unaudited consolidated financial statements of the Company, which are referred to herein as the “Consolidated Financial Statements,” have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair presentation have been reflected in these Consolidated Financial Statements. Operating results for the interim period presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the Consolidated Financial Statements and accompanying disclosures. Actual results could differ from those estimates. Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method. Investments in which the Company is not able to exercise significant influence over the investee are designated as available-for-sale if readily determinable fair values are available. If an investment’s fair value is not readily determinable, the Company accounts for its investment under the cost method. The consolidated statements of operations are referred to herein as the “Statements of Operations.” The consolidated balance sheets are referred to herein as the “Balance Sheets.” The consolidated statements of cash flows are referred to herein as the “Statements of Cash Flows.” The accompanying Consolidated Financial Statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 as filed with the Securities and Exchange Commission (“SEC”) on August 12, 2016 (the “2016 Form 10-K”). Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year presentation. During the three months ended September 30, 2016, the Company reclassified its listing revenues generated primarily from agents, brokers and developers from advertising revenue to real estate revenue to better reflect the Company’s revenue mix and how management reviews the performance of the Digital Real Estate Services segment. The Company’s fiscal year ends on the Sunday closest to June 30. Fiscal 2017 and fiscal 2016 include 52 and 53 weeks, respectively. All references to the three months ended September 30, 2016 and 2015 relate to the three months ended October 2, 2016 and September 27, 2015, respectively. For convenience purposes, the Company continues to date its consolidated financial statements as of September 30. Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify aspects relating to the identification of performance obligations and improve the operability and understandability of the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, “Update 2016-12—Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The amendments in ASU 2016-12 address certain issues identified on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date for all ASUs noted above is annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact these ASUs will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 clarifies guidance about whether a customer’s cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU was adopted on a prospective basis for arrangements entered into, or materially modified beginning July 1, 2016. The adoption did not have a material impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in ASU 2016-02 address certain aspects in lease accounting, with the most significant impact for lessees. The amendments in ASU 2016-02 require lessees to recognize all leases on the balance sheet by recording a right-of-use asset and a lease liability, and lessor accounting has been updated to align with the new requirements for lessees. The new standard also provides changes to the existing sale-leaseback guidance. ASU 2016-02 is effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 address several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for annual and interim reporting periods beginning July 1, 2017. The Company is currently evaluating the impact ASU 2016-09 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for the Company for annual and interim reporting periods beginning July 1, 2020. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact ASU 2016-15 will have on its consolidated financial statements. |
Acquisitions, Disposals and Oth
Acquisitions, Disposals and Other Transactions | 3 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions, Disposals and Other Transactions | NOTE 2. ACQUISITIONS, DISPOSALS AND OTHER TRANSACTIONS Fiscal 2017 Wireless Group plc In September 2016, the Company completed its acquisition of Wireless Group plc (“Wireless Group”) for a purchase price of 315 pence per share in cash, or approximately £220 million (approximately $285 million) in the aggregate, plus $23 million of assumed debt which was repaid subsequent to closing. Wireless Group operates talkSPORT, the leading sports radio network in the U.K., and a portfolio of radio stations in the U.K. and Ireland. The acquisition broadens the Company’s range of services in the U.K., Ireland and internationally, and the Company expects to closely align Wireless Group’s operations with those of The Sun The Times The total transaction value for the Wireless Group acquisition is set forth below (in millions): Cash paid for Wireless Group equity $ 285 Plus: Assumed debt 23 Total transaction value $ 308 Under the purchase method of accounting, the total consideration is allocated to net tangible and intangible assets based upon the fair value as of the date of completion of the acquisition. The excess of the total consideration over the fair value of the net tangible and intangible assets acquired was recorded as goodwill. The acquired intangible assets of approximately $193 million primarily relate to broadcast licenses which have an indefinite life. The Company recorded approximately $149 million of goodwill on the transaction. 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 may 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. Wireless Group’s results are included within the News and Information Services segment, and it is considered a separate reporting unit for purposes of the Company’s annual goodwill impairment review. Fiscal 2016 Checkout 51 Mobile Apps ULC In July 2015, the Company acquired Checkout 51 Mobile Apps ULC (“Checkout 51”) for approximately $13 million in cash at closing and approximately $10 million in deferred cash consideration which was paid during fiscal 2016. Checkout 51 is a data-driven digital incentives company that provides News America Marketing with a leading receipt recognition mobile app which enables packaged goods companies and brands to reach consumers with highly personalized marketing campaigns. Checkout 51’s results are included within the Company’s News and Information Services segment. Unruly Holdings Limited On September 30, 2015, the Company acquired Unruly Holdings Limited (“Unruly”) for approximately £60 million (approximately $90 million) in cash and up to £56 million (approximately $86 million) in future cash consideration related to payments primarily contingent upon the achievement of certain performance objectives. As a result of the acquisition, the Company recognized a liability of approximately $40 million related to the contingent consideration. The fair value of the contingent consideration was estimated by applying a probability-weighted income approach. In accordance with Accounting Standards Codification (ASC) 350, “Intangibles—Goodwill and Other” (“ASC 350”), $43 million of the purchase price has been allocated to acquired technology with a weighted-average useful life of 7 years, $21 million has been allocated to customer relationships and tradenames with a weighted-average useful life of 6 years and $68 million has been allocated to goodwill. Unruly is a leading global video distribution platform that is focused on delivering branded video advertising across websites and mobile devices. Unruly’s results of operations are included within the News and Information Services segment, and it is considered a separate reporting unit for purposes of the Company’s annual goodwill impairment review. DIAKRIT International Limited In February 2016, the Company acquired a 92% interest in DIAKRIT International Limited (“DIAKRIT”) for approximately $40 million in cash. The Company also has the option to purchase, and the minority shareholders have the option to sell to the Company, the remaining 8% in two tranches over the next six years at fair value. DIAKRIT is a digital visualization solutions company that helps homeowners see the potential in their future living environment with digital visualization solutions that enable them to plan, furnish and decorate their dream home, while also helping agents and developers generate more buyer inquiries and accelerate their property sale processes. DIAKRIT’s results are included within the Digital Real Estate Services segment, and it is considered a separate reporting unit for purposes of the Company’s annual goodwill impairment review. iProperty Group Limited In February 2016, REA Group Limited (“REA Group”), in which the Company holds a 61.6% interest, increased its investment in iProperty Group Limited (“iProperty”) from 22.7% to approximately 86.9% for A$482 million in cash (approximately $340 million). The remaining 13.1% not currently owned will become mandatorily redeemable during fiscal 2018. As a result, the Company recognized a liability of approximately $76 million, which reflects the present value of the amount expected to be paid for the remaining interest based on the formula specified in the acquisition agreement. The acquisition was funded primarily with the proceeds from borrowings under an unsecured syndicated revolving loan facility (the “REA Facility”). (Refer to Note 6—Borrowings). The acquisition of iProperty extends REA Group’s market leading business in Australia to attractive markets throughout Southeast Asia. iProperty is a subsidiary of REA Group, and its results are included within the Digital Real Estate Services segment. In accordance with ASC 805 “Business Combinations,” REA Group recognized a gain of $29 million resulting from the revaluation of its previously held equity interest in iProperty in Other, net in the Statement of Operations for the fiscal year ended June 30, 2016. The total fair value of iProperty at the acquisition date is set forth below (in millions): Cash paid for iProperty equity $ 340 Deferred consideration 76 Total consideration 416 Fair value of previously held iProperty investment 120 Total fair value $ 536 Under the purchase method of accounting, the total consideration is allocated to net tangible and intangible assets based upon the fair value as of the date of completion of the acquisition. The excess of the total consideration over the fair value of the net tangible and intangible assets acquired was recorded as goodwill. The allocation is as follows (in millions): Assets Acquired: Goodwill $ 498 Intangible assets 72 Net Liabilities (34 ) Net assets acquired $ 536 The acquired intangible assets primarily relate to tradenames which have an indefinite life. Flatmates.com.au Pty Ltd In May 2016, REA Group acquired Flatmates.com.au Pty Ltd (“Flatmates”) for $19 million in cash at closing and up to $15 million in future cash consideration related to payments contingent upon the achievement of certain performance objectives. Flatmates operates the Flatmates.com.au website, which is a market leading share accommodation site in Australia. The acquisition enhances REA Group’s Australian product offering by extending its reach into the quickly growing share accommodation business. Flatmates is a subsidiary of REA Group, and its results since acquisition are included within the Digital Real Estate Services segment. Australian Regional Media In June 2016, the Company entered into an agreement to purchase Australian Regional Media (“ARM”) from APN News and Media Limited (“APN”) for approximately $30 million. ARM operates a portfolio of regional print assets and websites and extends the reach of the Australian newspaper business to new customers in new geographic regions. The acquisition remains subject to regulatory approval. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 3. DISCONTINUED OPERATIONS During the first quarter of fiscal 2016, management approved a plan to dispose of the Company’s digital education business. As a result of the plan and the discontinuation of further significant business activities in the Digital Education segment, the assets and liabilities of this segment were classified as held for sale and the results of operations have been classified as discontinued operations for all periods presented in accordance with ASC 205-20, “Discontinued Operations.” In the first quarter of fiscal 2016, the Company recognized a pre-tax non-cash impairment charge of $76 million reflecting a write down of the digital education business to its fair value less costs to sell. The impairment charge is included within Loss before income tax benefit in the table below. In addition, the Company recognized a tax benefit of $151 million upon reclassification of the Digital Education segment to discontinued operations. The following table summarizes the results of operations from the discontinued segment: For the three months 2016 2015 (in millions) Revenues $ — $ 26 Loss before income tax benefit — (122 ) Income tax benefit — 168 Income from discontinued operations, net of tax $ — $ 46 The following table summarizes the cash flows from discontinued operations: For the three months ended 2016 2015 (in millions) Net cash used in operating activities $ (3 ) $ (35 ) Net cash used in investing activities — — Net cash used in financing activities — — Net decrease in cash and cash equivalents $ (3 ) $ (35 ) Liabilities held for sale related to discontinued operations as of September 30, 2016 and June 30, 2016 are included in Other current liabilities in the Balance Sheets as follows: As of As of (in millions) Current assets $ — $ 1 Non-current assets — — Total assets $ — $ 1 Current Liabilities 5 7 Non-current liabilities — — Total liabilities $ 5 $ 7 Net liabilities held for sale $ (5 ) $ (6 ) |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | NOTE 4. RESTRUCTURING CHARGES During the three months ended September 30, 2016 and 2015, the Company recorded restructuring charges of $20 million and $17 million, respectively, of which $19 million and $12 million, respectively, related to the News and Information Services segment. The restructuring charges recorded in fiscal 2017 and 2016 were for employee termination benefits. Changes in restructuring program liabilities were as follows: For the three months ended September 30, 2016 2015 One time employee termination benefits Facility related costs Other costs Total One time employee termination benefits Facility related costs Other costs Total (in millions) Balance, beginning of period $ 33 $ 5 $ 6 $ 44 $ 47 $ 5 $ 6 $ 58 Additions 20 — — 20 17 — — 17 Payments (22 ) — — (22 ) (26 ) — — (26 ) Other (1 ) — — (1 ) (4 ) — — (4 ) Balance, end of period $ 30 $ 5 $ 6 $ 41 $ 34 $ 5 $ 6 $ 45 As of September 30, 2016, restructuring liabilities of approximately $31 million were included in the Balance Sheet in Other current liabilities and $10 million were included in Other non-current liabilities. |
Investments
Investments | 3 Months Ended |
Sep. 30, 2016 | |
Investments Schedule [Abstract] | |
Investments | NOTE 5. INVESTMENTS The Company’s investments were comprised of the following: Ownership As of As of (in millions) Equity method investments: Foxtel (a) 50% $ 1,461 $ 1,437 Other equity method investments various 106 101 Loan receivable from Foxtel (b) N/A 346 338 Available-for-sale securities (c) various 139 189 Cost method investments (d) various 217 205 Total Investments $ 2,269 $ 2,270 (a) The change in the Foxtel investment for the three months ended September 30, 2016 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 pro rata capital contributions made by Foxtel shareholders in the form of subordinated shareholder notes based on their respective ownership interests. The Company’s share of the subordinated shareholder notes was approximately A$451 million ($346 million and $338 million as of September 30, 2016 and June 30, 2016, respectively). The subordinated shareholder notes can be repaid beginning in July 2022 provided that Foxtel’s senior debt has been repaid. The subordinated shareholder notes have a maturity date of July 15, 2027, with interest payable on June 30 each year and at maturity. On June 22, 2016, Foxtel and Foxtel’s shareholders agreed to modify the terms of the loan receivable to reduce the interest rate from 12% to 10.5%, to more closely align with current market rates. Upon maturity, the principal advanced will be repayable. (c) Available-for-sale securities primarily include the Company’s investments in APN and The Rubicon Project, Inc. During fiscal 2016, the Company participated in an entitlement offer to maintain its 14.99% interest in APN for $20 million. APN operates a portfolio of Australian radio and outdoor media assets. (d) Cost method investments primarily include the Company’s investment in SEEKAsia Limited and certain investments in China. The Company measures the fair market values of available-for-sale investments as Level 1 financial instruments under ASC 820, “Fair Value Measurement,” 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 (in millions) Cost basis of available-for-sale investments $ 144 $ 155 Accumulated gross unrealized gain 5 34 Accumulated gross unrealized loss (10 ) — Fair value of available-for-sale investments $ 139 $ 189 Net deferred tax (asset) liability $ (1 ) $ 13 Equity (Losses) Earnings of Affiliates The Company’s share of the (losses) earnings of its equity affiliates was as follows: For the three months ended 2016 2015 (in millions) Foxtel (a) $ (11 ) $ 9 Other equity affiliates (4 ) (1 ) Total Equity (losses) earnings of affiliates $ (15 ) $ 8 (a) In accordance with ASC 350, the Company amortized $19 million and $12 million, respectively, related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during the three months ended September 30, 2016 and 2015. Such amortization is reflected in Equity (losses) earnings of affiliates in the Statements of Operations. The increase in amortization expense recognized by the Company in the current year period was offset by a corresponding decrease in amortization expense recognized by Foxtel as certain intangible assets were fully amortized in fiscal 2016. Summarized financial information for Foxtel, presented in accordance with U.S. GAAP, was as follows: For the three months ended September 30, 2016 2015 (in millions) Revenues $ 618 $ 587 Operating income (a) 91 85 Net income 16 42 (a) Includes Depreciation and amortization of $52 million and $55 million for the three months ended September 30, 2016 and 2015, respectively. Operating income before depreciation and amortization was $143 million and $140 million for the three months ended September 30, 2016 and 2015, respectively. For the three months ended September 30, 2016, Foxtel’s revenues increased $31 million, or 5%, primarily as a result of the positive impact of foreign currency fluctuations as revenues increased modestly in local currency. Operating income increased primarily due to higher revenues as noted above, lower depreciation and amortization expense and the positive impact of foreign currency fluctuations, partially offset by higher programming spend. Net income decreased mainly due to the $21 million loss resulting from Foxtel management’s decision to cease Presto operations in January 2017. |
Borrowings
Borrowings | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | NOTE 6. BORROWINGS The Company’s total borrowings consist of the following: As of As of (in millions) Facility due December 2017 $ 92 $ 90 Facility due December 2018 92 90 Facility due December 2019 183 179 Other obligations 14 13 Total debt 381 372 Less: Current portion (4 ) (3 ) Total long-term debt $ 377 $ 369 REA Group Unsecured Revolving Loan Facility REA Group entered into a A$480 million unsecured syndicated revolving loan facility agreement in connection with the acquisition of iProperty. The REA Facility consists of three sub facilities of A$120 million, A$120 million and A$240 million which become due in December 2017, December 2018 and December 2019, respectively. In February 2016, REA Group drew down the full A$480 million (approximately $340 million as of such date) available under the REA Facility, and the proceeds, less lenders’ fees of $1 million, were used to fund the iProperty acquisition. Borrowings under the REA Facility bear interest at a floating rate of the Australian BBSY plus a margin in the range of 0.85% and 1.45% depending on REA Group’s net leverage ratio. As of September 30, 2016, REA Group was paying a margin of between 0.90% and 1.10%. REA Group paid approximately $3 million in interest for the three months ended September 30, 2016 at a weighted average interest rate of 2.9%. The REA Facility requires REA Group to maintain a net leverage ratio of not more than 3.25 to 1.0 and an interest coverage ratio of not less than 3.0 to 1.0. As of September 30, 2016, REA Group was in compliance with all of the applicable debt covenants. Revolving Credit Facility The Company’s Credit Agreement (as amended, the “Credit Agreement”) provides for an unsecured $650 million revolving credit facility (the “Facility”) that can be used for general corporate purposes. The Facility has a sublimit of $100 million available for issuances of letters of credit. Under the Credit Agreement, the Company may request increases in the amount of the Facility up to a maximum amount of $900 million. In October 2015, the Company entered into an amendment to the Credit Agreement (the “Amendment”) which, among other things, extended the original term of the Facility by two years and lowered the commitment fee payable by the Company. As a result of the Amendment, the lenders’ commitments now terminate on October 23, 2020, and any borrowings will be due at that time. The Company may request that the commitments be extended under certain circumstances as set forth in the Credit Agreement for up to two additional one-year periods. The Credit Agreement contains customary affirmative and negative covenants and events of default, with customary exceptions, including limitations on the ability of the Company and its subsidiaries to engage in transactions with affiliates, incur liens, merge into or consolidate with any other entity, incur subsidiary debt or dispose of all or substantially all of its assets or all or substantially all of the stock of its subsidiaries. In addition, the Credit Agreement requires the Company to maintain an adjusted operating income leverage ratio of not more than 3.0 to 1.0 and an interest coverage ratio of not less than 3.0 to 1.0. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreement may be declared immediately due and payable. As of September 30, 2016, the Company was in compliance with all of the applicable debt covenants. Interest on borrowings under the Facility is based on either (a) a Eurodollar Rate formula or (b) the Base Rate formula, each as set forth in the Credit Agreement. The applicable margin and the commitment fee are based on the pricing grid in the Credit Agreement, which varies based on the Company’s adjusted operating income leverage ratio. As of September 30, 2016, the Company was paying a commitment fee of 0.225% on any undrawn balance and an applicable margin of 0.50% for a Base Rate borrowing and 1.50% for a Eurodollar Rate borrowing. As of the date of this filing, the Company has not borrowed any funds under the Facility. |
Equity
Equity | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | NOTE 7. EQUITY The following table summarizes changes in equity: For the three months ended September 30, 2016 2015 News Corporation stockholders Noncontrolling Interests Total Equity News Corporation stockholders Noncontrolling Interests Total Equity (in millions) Balance, beginning of period $ 11,564 $ 218 $ 11,782 $ 11,945 $ 171 $ 12,116 Net (loss) income (15 ) 15 — 175 14 189 Other comprehensive income (loss) 41 2 43 (443 ) (7 ) (450 ) Dividends (59 ) (18 ) (77 ) (58 ) (15 ) (73 ) Stock repurchases — — — (13 ) — (13 ) Other (1 ) (1 ) (2 ) 10 2 12 Balance, end of period $ 11,530 $ 216 $ 11,746 $ 11,616 $ 165 $ 11,781 Stock Repurchases In May 2013, the Company’s Board of Directors (the “Board of Directors”) authorized the Company to repurchase up to an aggregate of $500 million of its Class A Common Stock. On May 10, 2015, the Company announced it had begun repurchasing shares of Class A Common Stock under the stock repurchase program. No stock repurchases were made during the three months ended September 30, 2016. Through October 31, 2016, the Company repurchased approximately 5.2 million shares of Class A Common Stock for an aggregate cost of approximately $71 million. The remaining authorized amount under the stock repurchase program as of October 31, 2016 was approximately $429 million. All decisions regarding any future stock repurchases are at the sole discretion of a duly appointed committee of the Board of Directors and management. The committee’s decisions regarding future stock repurchases will be evaluated from time to time in light of many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the committee may deem relevant. The stock repurchase authorization may be modified, extended, suspended or discontinued at any time by the Board of Directors and the Board of Directors cannot provide any assurances that any additional shares will be repurchased. Dividends In August 2016, the Board of Directors declared a semi-annual cash dividend of $0.10 per share for Class A Common Stock and Class B Common Stock. This dividend was paid on October 19, 2016 to stockholders of record at the close of business on September 14, 2016. The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and the Class B Common Stock: For the three months ended 2016 2015 Cash dividend per share $ 0.10 $ 0.10 The timing, declaration, amount and payment of future dividends to stockholders, if any, is within the discretion of the Board of Directors. The Board of Directors’ decisions regarding the payment of future dividends will depend on many factors, including the Company’s financial condition, earnings, capital requirements and debt facility covenants, other contractual restrictions, as well as legal requirements, regulatory constraints, industry practice, market volatility and other factors that the Board of Directors deems relevant. |
Equity Based Compensation
Equity Based Compensation | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Based Compensation | NOTE 8. 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 awards, restricted stock units (“RSUs”) and other types of awards can be granted. The Company has the ability to award up to 30 million shares of Class A Common Stock under the terms of the 2013 LTIP. Additionally, in connection with the acquisition of Move, the Company assumed Move’s equity incentive plans and substantially all of the awards outstanding under such plans. The Company recognized $20 million and $17 million of equity-based compensation expense for the three months ended September 30, 2016 and 2015, respectively. Performance Stock Units During the three months ended September 30, 2016 and 2015, the Company granted approximately 5.2 million and 3.7 million PSUs, respectively, at target, of which approximately 3.8 million and 2.6 million, respectively, will be settled in Class A Common Stock assuming performance conditions are met, with the remaining, having been granted to executive directors and to employees in certain foreign locations, being settled in cash assuming performance conditions are met. Cash settled awards are marked-to-market each reporting period. During the three months ended September 30, 2016 and 2015, approximately 2.8 million and 1.2 million PSUs, respectively, vested, of which approximately 1.8 million and 1.0 million, respectively, were settled in shares of Class A Common Stock before statutory tax withholdings. The remaining 1.0 million and 0.2 million PSUs, respectively, settled during the three months ended September 30, 2016 and 2015 were settled in cash for approximately $13.1 million and $3.3 million, respectively, before statutory tax withholdings. Restricted Stock Units During the three months ended September 30, 2016 and 2015, the Company granted nil and approximately 0.2 million RSUs, respectively, all of which will be settled in Class A Common Stock. During the three months ended September 30, 2016 and 2015, approximately 0.1 million and 0.1 million RSUs, respectively, vested, all of which were settled in shares of Class A Common Stock. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 9. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share under ASC 260, “Earnings per Share”: For the three months ended September 30, 2016 2015 (in millions, except per share amounts) Income from continuing operations $ — $ 143 Less: Net income attributable to noncontrolling interests (15 ) (14 ) (Loss) income from continuing operations available to News Corporation stockholders (15 ) 129 Income from discontinued operations, net of tax, available to News Corporation stockholders — 46 Net (Loss) income available to News Corporation stockholders $ (15 ) $ 175 Weighted-average number of shares of common stock outstanding—basic 580.8 581.0 Dilutive effect of equity awards (a) — 1.7 Weighted-average number of shares of common stock outstanding—diluted 580.8 582.7 (Loss) income from continuing operations available to News Corporation stockholders per share—basic and diluted $ (0.03 ) $ 0.22 Income from discontinued operations available to News Corporation stockholders per share—basic and diluted $ — $ 0.08 Net (loss) income available to News Corporation stockholders per share—basic and diluted $ (0.03 ) $ 0.30 (a) The dilutive impact of the Company’s PSUs, RSUs and stock options have been excluded from the calculation of diluted (loss) earnings per share for the three months ended September 30, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
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, 2016 have not changed significantly from the disclosures included in the 2016 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. The Company recognizes gain contingencies when the gain becomes realized or realizable. News America Marketing In-Store Marketing and FSI Purchasers On February 29, 2016, the parties agreed to settle the litigation in the U.S. 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 and BEF Foods, Inc. alleged 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”). Under the terms of the settlement, the NAM Group agreed, among other things, to pay the plaintiffs and their attorneys approximately $250 million, and the parties agreed to dismiss the litigation with prejudice. As required under the settlement agreement, the NAM Group delivered the proposed settlement amount into escrow during the three months ended September 30, 2016, to be held pending District Court approval. On October 31, 2016, the District Court approved the settlement, and the settlement payment will be released to the plaintiffs and their attorneys. The NAM Group also settled related claims for approximately $30 million in February 2016. Valassis Communications, Inc. On November 8, 2013, Valassis Communications, Inc. (“Valassis”) initiated legal proceedings against certain of the Company’s subsidiaries alleging violations of various antitrust laws. These proceedings are described in further detail below. • Valassis previously initiated an action against NAI, NAM FSI and NAM In-Store Services (collectively, the “NAM Parties”), captioned Valassis Communications, Inc. v. News America Incorporated, et al., No. 2:06-cv-10240 (E.D. Mich.) (“Valassis I”), alleging violations of federal antitrust laws, which was settled in February 2010. On November 8, 2013, Valassis filed a motion for expedited discovery in the previously settled case based on its belief that defendants had engaged in activities prohibited under an order issued by the U.S. District Court for the Eastern District of Michigan in connection with the parties’ settlement, which motion was granted by the magistrate judge. Valassis subsequently filed a Notice of Violation of the order issued by the District Court in Valassis I. The Notice contained allegations that were substantially similar to the allegations Valassis made in Valassis II, described below, and sought treble damages, injunctive relief and attorneys’ fees. The Notice also re-asserted claims of unlawful bundling and tying which the magistrate judge had previously recommended be dismissed from Valassis II on the grounds that such claims could only be brought before a panel of antitrust experts previously appointed in Valassis I (the “Antitrust Expert Panel”). On March 2, 2015, the NAM Parties filed a motion to refer the Notice to the Antitrust Expert Panel or, in the alternative, strike the Notice. The District Court granted the NAM Parties’ motion in part on March 30, 2016 and ordered that the Notice be referred to the Antitrust Expert Panel. The District Court further ordered that the case be administratively closed and that it may be re-opened following proceedings before the Antitrust Expert Panel. • On November 8, 2013, Valassis also filed a new complaint in the U.S. 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 (“Valassis II”). The complaint sought treble damages, injunctive relief and attorneys’ fees and costs. On December 19, 2013, the NAM Group filed a motion to dismiss the newly filed complaint. The District Court referred the NAM Group’s motion to dismiss to the magistrate judge for determination, and 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 regarding alleged bundling and tying conduct and stay the remainder of the action. On March 30, 2016, the District Court adopted in part the magistrate judge’s recommendation. The District Court ordered that Valassis’s bundling and tying claims be dismissed without prejudice to Valassis’s rights to pursue relief for those claims in Valassis I. The District Court sustained Valassis’s objection to the stay of Valassis II, but further ordered that all remaining claims in the NAM Group’s motion to dismiss be referred to the Antitrust Expert Panel. The District Court further ordered that the case be administratively closed and that it may be re-opened following proceedings before the Antitrust Expert Panel. The Antitrust Expert Panel was convened and, on September 24, 2016, issued a Report and Recommendation recommending that the NAM Group’s motion to dismiss the Valassis II complaint be denied. The Antitrust Expert Panel also scheduled a preliminary hearing in Valassis I for December 19, 2016 and ordered discovery to be completed by November 2017. 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 in both actions. U.K. Newspaper Matters and Related Investigations and Litigation A purported class action lawsuit captioned Wilder v. News Corp., et al. was previously filed against 21st Century Fox, Rupert Murdoch, James Murdoch, Rebekah Brooks, Les Hinton and the Company’s subsidiary, NI Group Limited (now known as News Corp UK & Ireland Limited) in the U.S. District Court for the Southern District of New York on behalf of all purchasers of 21st Century Fox’s common stock between July 8, 2009 and July 18, 2011 for claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended, alleging that false and misleading statements were issued regarding alleged acts of voicemail interception at The News of the World In addition, civil claims have been brought against the Company with respect to, among other things, voicemail interception and inappropriate payments to public officials at the Company’s former publication, The News of the World The Sun In connection with the Company’s separation of its businesses (the “Separation”) from 21st Century Fox on June 28, 2013 (the “Distribution Date”), the Company and 21st Century Fox agreed in the Separation and Distribution Agreement that 21st Century Fox would indemnify the Company for payments made after the Distribution Date arising out of civil claims and investigations relating to the U.K. Newspaper Matters as well as legal and professional fees and expenses paid in connection with the previously concluded criminal matters, other than fees, expenses and costs relating to employees (i) who are not directors, officers or certain designated employees or (ii) with respect to civil matters, who are not co-defendants with the Company or 21st Century Fox. 21st Century Fox’s indemnification obligations with respect to these matters will be settled on an after-tax basis. The net expense related to the U.K. Newspaper Matters in Selling, general and administrative expenses was $2 million and $5 million for the three months ended September 30, 2016 and 2015, respectively. As of September 30, 2016, the Company has provided for its best estimate of the liability for the claims that have been filed and costs incurred, including liabilities associated with employment taxes, and has accrued approximately $101 million, of which approximately $58 million will be indemnified by 21st Century Fox, and a corresponding receivable was recorded in Other current assets on the Balance Sheet as of September 30, 2016. It is not possible to estimate the liability or corresponding receivable for any additional claims that may be filed given the information that is currently available to the Company. If more claims are filed and additional information becomes available, the Company will update the liability provision and corresponding receivable for such matters. The Company is not able to predict the ultimate outcome or cost of the civil claims. It is possible that these proceedings and any adverse resolution thereof could damage its reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition. Other The Company’s 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 were a member of the 21st Century Fox consolidated group. Consequently, the Company could be liable in the event any such liability is incurred, and not discharged, by any other member of the 21st Century Fox consolidated group. In conjunction with the Separation, the Company entered into the Tax Sharing and Indemnification Agreement with 21st Century Fox, which requires 21st Century Fox to indemnify the Company for any such liability. Disputes or assessments could arise during future audits by the IRS or other taxing authorities in amounts that the Company cannot quantify. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 3 Months Ended |
Sep. 30, 2016 | |
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 For the three months ended September 30, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 2 $ 2 $ — $ — Interest costs on projected benefit obligations 3 4 7 11 1 1 Expected return on plan assets (4 ) (5 ) (14 ) (16 ) — — Amortization of deferred losses 1 1 4 4 — — Amortization of prior service (credits) — — — — (1 ) (1 ) Settlements, curtailments and other — — — (1 ) — — Net periodic benefit costs $ — $ — $ (1 ) $ — $ — $ — During the three months ended September 30, 2016 and 2015, the Company contributed approximately $12 million and $11 million, respectively, to its various pension and postretirement plans. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2016 | |
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 effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs. The Company’s effective income tax rate for the three months ended September 30, 2016 was higher than the U.S. statutory tax rate, primarily due to non-taxable book gains, which had a greater impact on the Company’s effective tax rate for the quarter due to the Company’s low pre-tax book loss. The Company’s effective income tax rate for the three months ended September 30, 2015 was lower than the U.S. statutory tax rate primarily due to a tax benefit of approximately $106 million related to the release of previously established valuation allowances related to certain U.S. federal net operating losses and state deferred tax assets. This benefit was recognized in conjunction with management’s plan to dispose of the Company’s digital education business as the Company expects to generate sufficient U.S. taxable income to utilize these deferred tax assets prior to expiration. In addition, the Company recognized a tax benefit of approximately $151 million upon reclassification of the Digital Education segment to discontinued operations in Income from discontinued operations, net of tax, in the Statement of Operations for the three months ended September 30, 2015. The Company’s tax returns are subject to on-going review and examination by various tax authorities. Tax authorities may not agree with the treatment of items reported in the Company’s tax returns, and therefore the outcome of tax reviews and examinations can be unpredictable. The Company believes it has appropriately accrued for the expected outcome of uncertain tax matters and believes such liabilities represent a reasonable provision for taxes ultimately expected to be paid, however, these liabilities may need to be adjusted as new information becomes known and as tax examinations continue to progress. The Company paid gross income taxes of $34 million and $19 million during the three months ended September 30, 2016 and 2015, respectively, and received income tax refunds of nil and $1 million, respectively. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13. SEGMENT INFORMATION The Company manages and reports its businesses in the following five segments: • News and Information Services The Wall Street Journal Barron’s The Australian, The Daily Telegraph, Herald Sun The Courier-Mail , The Times, The Sunday Times, The Sun The Sun on Sunday New York Post • Book Publishing The Hobbit Goodnight Moon To Kill a Mockingbird, Jesus Calling Divergent • Digital Real Estate Services Move is a leading provider of online real estate services in the U.S. and primarily operates realtor.com ® ® ® TM . The Company owns an 80% interest in Move, with the remaining 20% being held by REA Group. • Cable Network Programming • Other Segment EBITDA is defined as revenues less operating expenses, and selling, general and administrative expenses. Segment EBITDA does not include: Depreciation and amortization, restructuring charges, equity (losses) earnings of affiliates, interest, net, other, net, income tax benefit and net income attributable to noncontrolling interests. Segment EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in the calculation of Segment EBITDA. Segment EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate the performance of and allocate resources within the Company’s businesses. Segment EBITDA provides management, investors and equity analysts with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences). Total Segment EBITDA is a non-GAAP measure and should be considered in addition to, not as a substitute for, net (loss) income, cash flow and other measures of financial performance reported in accordance with GAAP. In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment and restructuring charges, which are significant components in assessing the Company’s financial performance. The Company believes that information about Total Segment EBITDA allows users of its Consolidated Financial Statements to evaluate changes in the operating results of the Company separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. The following table reconciles Total Segment EBITDA to income from continuing operations. For the three months ended 2016 2015 (in millions) Revenues: News and Information Services $ 1,222 $ 1,290 Book Publishing 389 409 Digital Real Estate Services 226 191 Cable Network Programming 128 124 Other — — Total revenues 1,965 2,014 Segment EBITDA: News and Information Services $ 46 $ 83 Book Publishing 48 42 Digital Real Estate Services 67 57 Cable Network Programming 14 28 Other (45 ) (45 ) Total Segment EBITDA 130 165 Depreciation and amortization (120 ) (121 ) Restructuring charges (20 ) (17 ) Equity (losses) earnings of affiliates (15 ) 8 Interest, net 7 12 Other, net 17 5 (Loss) income from continuing operations before income tax benefit (1 ) 52 Income tax benefit 1 91 Income from continuing operations $ — $ 143 As of September 30, 2016 As of June 30, 2016 (in millions) Total assets: News and Information Services $ 6,931 $ 6,728 Book Publishing 1,877 1,855 Digital Real Estate Services 2,152 2,158 Cable Network Programming 1,117 1,101 Other (a) 923 1,371 Investments 2,269 2,270 Total assets $ 15,269 $ 15,483 (a) The Other segment primarily includes Cash and cash equivalents. As of September 30, 2016 As of June 30, 2016 (in millions) Goodwill and intangible assets, net: News and Information Services $ 2,987 $ 2,651 Book Publishing 853 869 Digital Real Estate Services 1,513 1,499 Cable Network Programming 913 898 Other 4 4 Total goodwill and intangible assets, net $ 6,270 $ 5,921 |
Additional Financial Informatio
Additional Financial Information | 3 Months Ended |
Sep. 30, 2016 | |
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, 2016 June 30, 2016 (in millions) Receivables $ 1,511 $ 1,442 Allowances for doubtful accounts (175 ) (170 ) Allowance for sales returns (42 ) (43 ) Receivables, net $ 1,294 $ 1,229 The Company’s receivables did not contain significant concentrations of credit risk as of September 30, 2016 or June 30, 2016 due to the wide variety of customers, markets and geographic areas to which the Company’s products and services are sold. Other Current Assets The following table sets forth the components of Other current assets: As of September 30, 2016 As of June 30, 2016 (in millions) Inventory (a) $ 233 $ 218 Amounts due from 21st Century Fox (b) 58 55 Prepayments and other current assets 244 240 Total Other current assets $ 535 $ 513 (a) Inventory at September 30, 2016 and June 30, 2016 was primarily comprised of books, newsprint and programming rights. (b) Relates to costs incurred in connection with the U.K. Newspaper Matters which will be indemnified by 21st Century Fox. Other Non-Current Assets The following table sets forth the components of Other non-current assets: As of September 30, 2016 As of June 30, 2016 (in millions) Royalty advances to authors $ 317 $ 311 Other 90 85 Total Other non-current assets $ 407 $ 396 Other Current Liabilities The following table sets forth the components of Other current liabilities: As of September 30, 2016 As of June 30, 2016 (in millions) Current tax payable $ 44 $ 33 Royalties and commissions payable 196 179 Other 270 254 Total Other current liabilities $ 510 $ 466 Other, net The following table sets forth the components of Other, net: For the three months ended 2016 2015 (in millions) Gain on sale of available-for-sale securities $ 6 $ — Gain on sale of equity method investments 6 — Gain on sale of cost method investments 4 — Other, net 1 5 Total Other, net $ 17 $ 5 |
Description of Business and B22
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. 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. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” (“ASU 2016-08”). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”). The amendments in ASU 2016-10 clarify aspects relating to the identification of performance obligations and improve the operability and understandability of the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-12, “Update 2016-12—Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”). The amendments in ASU 2016-12 address certain issues identified on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The effective date for all ASUs noted above is annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact these ASUs will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”). ASU 2015-05 clarifies guidance about whether a customer’s cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This ASU was adopted on a prospective basis for arrangements entered into, or materially modified beginning July 1, 2016. The adoption did not have a material impact on the consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in ASU 2016-01 address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in ASU 2016-02 address certain aspects in lease accounting, with the most significant impact for lessees. The amendments in ASU 2016-02 require lessees to recognize all leases on the balance sheet by recording a right-of-use asset and a lease liability, and lessor accounting has been updated to align with the new requirements for lessees. The new standard also provides changes to the existing sale-leaseback guidance. ASU 2016-02 is effective for the Company for annual and interim reporting periods beginning July 1, 2019. The Company is currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The amendments in ASU 2016-09 address several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for the Company for annual and interim reporting periods beginning July 1, 2017. The Company is currently evaluating the impact ASU 2016-09 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for the Company for annual and interim reporting periods beginning July 1, 2020. The Company is currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). The amendments in ASU 2016-15 address eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for the Company for annual and interim reporting periods beginning July 1, 2018. The Company is currently evaluating the impact ASU 2016-15 will have on its consolidated financial statements. |
Acquisitions, Disposals and O23
Acquisitions, Disposals and Other Transactions (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
iProperty Group Limited [Member] | |
Schedule of Total Transaction Value/ Fair Value of Acquisition | The total fair value of iProperty at the acquisition date is set forth below (in millions): Cash paid for iProperty equity $ 340 Deferred consideration 76 Total consideration 416 Fair value of previously held iProperty investment 120 Total fair value $ 536 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Under the purchase method of accounting, the total consideration is allocated to net tangible and intangible assets based upon the fair value as of the date of completion of the acquisition. The excess of the total consideration over the fair value of the net tangible and intangible assets acquired was recorded as goodwill. The allocation is as follows (in millions): Assets Acquired: Goodwill $ 498 Intangible assets 72 Net Liabilities (34 ) Net assets acquired $ 536 |
Wireless Group plc [Member] | |
Schedule of Total Transaction Value/ Fair Value of Acquisition | The total transaction value for the Wireless Group acquisition is set forth below (in millions): Cash paid for Wireless Group equity $ 285 Plus: Assumed debt 23 Total transaction value $ 308 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Results of Operations from Discontinued Operations | The following table summarizes the results of operations from the discontinued segment: For the three months 2016 2015 (in millions) Revenues $ — $ 26 Loss before income tax benefit — (122 ) Income tax benefit — 168 Income from discontinued operations, net of tax $ — $ 46 |
Summary of Cash Flows from Discontinued Operations | The following table summarizes the cash flows from discontinued operations: For the three months ended 2016 2015 (in millions) Net cash used in operating activities $ (3 ) $ (35 ) Net cash used in investing activities — — Net cash used in financing activities — — Net decrease in cash and cash equivalents $ (3 ) $ (35 ) |
Summary of Liabilities Held for Sale Related to Discontinued Operations | Liabilities held for sale related to discontinued operations as of September 30, 2016 and June 30, 2016 are included in Other current liabilities in the Balance Sheets as follows: As of As of (in millions) Current assets $ — $ 1 Non-current assets — — Total assets $ — $ 1 Current Liabilities 5 7 Non-current liabilities — — Total liabilities $ 5 $ 7 Net liabilities held for sale $ (5 ) $ (6 ) |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
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, 2016 2015 One time employee termination benefits Facility related costs Other costs Total One time employee termination benefits Facility related costs Other costs Total (in millions) Balance, beginning of period $ 33 $ 5 $ 6 $ 44 $ 47 $ 5 $ 6 $ 58 Additions 20 — — 20 17 — — 17 Payments (22 ) — — (22 ) (26 ) — — (26 ) Other (1 ) — — (1 ) (4 ) — — (4 ) Balance, end of period $ 30 $ 5 $ 6 $ 41 $ 34 $ 5 $ 6 $ 45 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Investments Schedule [Abstract] | |
Schedule of Investments | The Company’s investments were comprised of the following: Ownership As of As of (in millions) Equity method investments: Foxtel (a) 50% $ 1,461 $ 1,437 Other equity method investments various 106 101 Loan receivable from Foxtel (b) N/A 346 338 Available-for-sale securities (c) various 139 189 Cost method investments (d) various 217 205 Total Investments $ 2,269 $ 2,270 (a) The change in the Foxtel investment for the three months ended September 30, 2016 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 pro rata capital contributions made by Foxtel shareholders in the form of subordinated shareholder notes based on their respective ownership interests. The Company’s share of the subordinated shareholder notes was approximately A$451 million ($346 million and $338 million as of September 30, 2016 and June 30, 2016, respectively). The subordinated shareholder notes can be repaid beginning in July 2022 provided that Foxtel’s senior debt has been repaid. The subordinated shareholder notes have a maturity date of July 15, 2027, with interest payable on June 30 each year and at maturity. On June 22, 2016, Foxtel and Foxtel’s shareholders agreed to modify the terms of the loan receivable to reduce the interest rate from 12% to 10.5%, to more closely align with current market rates. Upon maturity, the principal advanced will be repayable. (c) Available-for-sale securities primarily include the Company’s investments in APN and The Rubicon Project, Inc. During fiscal 2016, the Company participated in an entitlement offer to maintain its 14.99% interest in APN for $20 million. APN operates a portfolio of Australian radio and outdoor media assets. (d) Cost method investments primarily include the Company’s investment in SEEKAsia Limited and certain investments in China. |
Schedule of Available-for-Sale Investments | The cost basis, unrealized gains, unrealized losses and fair market value of available-for-sale investments are set forth below: As of As of (in millions) Cost basis of available-for-sale investments $ 144 $ 155 Accumulated gross unrealized gain 5 34 Accumulated gross unrealized loss (10 ) — Fair value of available-for-sale investments $ 139 $ 189 Net deferred tax (asset) liability $ (1 ) $ 13 |
Schedule of (Losses) Earnings of Equity Affiliates | The Company’s share of the (losses) earnings of its equity affiliates was as follows: For the three months ended 2016 2015 (in millions) Foxtel (a) $ (11 ) $ 9 Other equity affiliates (4 ) (1 ) Total Equity (losses) earnings of affiliates $ (15 ) $ 8 (a) In accordance with ASC 350, the Company amortized $19 million and $12 million, respectively, related to excess cost over the Company’s proportionate share of its investment’s underlying net assets allocated to finite-lived intangible assets during the three months ended September 30, 2016 and 2015. Such amortization is reflected in Equity (losses) earnings of affiliates in the Statements of Operations. The increase in amortization expense recognized by the Company in the current year period was offset by a corresponding decrease in amortization expense recognized by Foxtel as certain intangible assets were fully amortized in fiscal 2016. |
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, 2016 2015 (in millions) Revenues $ 618 $ 587 Operating income (a) 91 85 Net income 16 42 (a) Includes Depreciation and amortization of $52 million and $55 million for the three months ended September 30, 2016 and 2015, respectively. Operating income before depreciation and amortization was $143 million and $140 million for the three months ended September 30, 2016 and 2015, respectively. |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The Company’s total borrowings consist of the following: As of As of (in millions) Facility due December 2017 $ 92 $ 90 Facility due December 2018 92 90 Facility due December 2019 183 179 Other obligations 14 13 Total debt 381 372 Less: Current portion (4 ) (3 ) Total long-term debt $ 377 $ 369 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Summary of Changes in Equity | The following table summarizes changes in equity: For the three months ended September 30, 2016 2015 News Corporation stockholders Noncontrolling Interests Total Equity News Corporation stockholders Noncontrolling Interests Total Equity (in millions) Balance, beginning of period $ 11,564 $ 218 $ 11,782 $ 11,945 $ 171 $ 12,116 Net (loss) income (15 ) 15 — 175 14 189 Other comprehensive income (loss) 41 2 43 (443 ) (7 ) (450 ) Dividends (59 ) (18 ) (77 ) (58 ) (15 ) (73 ) Stock repurchases — — — (13 ) — (13 ) Other (1 ) (1 ) (2 ) 10 2 12 Balance, end of period $ 11,530 $ 216 $ 11,746 $ 11,616 $ 165 $ 11,781 |
Summary of Dividends Declared Per Share | The following table summarizes the dividends declared per share on both the Company’s Class A Common Stock and the Class B Common Stock: For the three months ended 2016 2015 Cash dividend per share $ 0.10 $ 0.10 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings per Share | The following tables set forth the computation of basic and diluted earnings per share under ASC 260, “Earnings per Share”: For the three months ended September 30, 2016 2015 (in millions, except per share amounts) Income from continuing operations $ — $ 143 Less: Net income attributable to noncontrolling interests (15 ) (14 ) (Loss) income from continuing operations available to News Corporation stockholders (15 ) 129 Income from discontinued operations, net of tax, available to News Corporation stockholders — 46 Net (Loss) income available to News Corporation stockholders $ (15 ) $ 175 Weighted-average number of shares of common stock outstanding—basic 580.8 581.0 Dilutive effect of equity awards (a) — 1.7 Weighted-average number of shares of common stock outstanding—diluted 580.8 582.7 (Loss) income from continuing operations available to News Corporation stockholders per share—basic and diluted $ (0.03 ) $ 0.22 Income from discontinued operations available to News Corporation stockholders per share—basic and diluted $ — $ 0.08 Net (loss) income available to News Corporation stockholders per share—basic and diluted $ (0.03 ) $ 0.30 (a) The dilutive impact of the Company’s PSUs, RSUs and stock options have been excluded from the calculation of diluted (loss) earnings per share for the three months ended September 30, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Pension and Other Postretirem30
Pension and Other Postretirement Benefits (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Components of Net Periodic Benefits Costs | The components of net periodic benefits costs were as follows: Pension benefits Postretirement Domestic Foreign For the three months ended September 30, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 2 $ 2 $ — $ — Interest costs on projected benefit obligations 3 4 7 11 1 1 Expected return on plan assets (4 ) (5 ) (14 ) (16 ) — — Amortization of deferred losses 1 1 4 4 — — Amortization of prior service (credits) — — — — (1 ) (1 ) Settlements, curtailments and other — — — (1 ) — — Net periodic benefit costs $ — $ — $ (1 ) $ — $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue and Segment EBITDA from Segments to Consolidated | The following table reconciles Total Segment EBITDA to income from continuing operations. For the three months ended 2016 2015 (in millions) Revenues: News and Information Services $ 1,222 $ 1,290 Book Publishing 389 409 Digital Real Estate Services 226 191 Cable Network Programming 128 124 Other — — Total revenues 1,965 2,014 Segment EBITDA: News and Information Services $ 46 $ 83 Book Publishing 48 42 Digital Real Estate Services 67 57 Cable Network Programming 14 28 Other (45 ) (45 ) Total Segment EBITDA 130 165 Depreciation and amortization (120 ) (121 ) Restructuring charges (20 ) (17 ) Equity (losses) earnings of affiliates (15 ) 8 Interest, net 7 12 Other, net 17 5 (Loss) income from continuing operations before income tax benefit (1 ) 52 Income tax benefit 1 91 Income from continuing operations $ — $ 143 |
Reconciliation of Assets from Segments to Consolidated | As of September 30, 2016 As of June 30, 2016 (in millions) Total assets: News and Information Services $ 6,931 $ 6,728 Book Publishing 1,877 1,855 Digital Real Estate Services 2,152 2,158 Cable Network Programming 1,117 1,101 Other (a) 923 1,371 Investments 2,269 2,270 Total assets $ 15,269 $ 15,483 (a) The Other segment primarily includes Cash and cash equivalents. |
Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated | As of September 30, 2016 As of June 30, 2016 (in millions) Goodwill and intangible assets, net: News and Information Services $ 2,987 $ 2,651 Book Publishing 853 869 Digital Real Estate Services 1,513 1,499 Cable Network Programming 913 898 Other 4 4 Total goodwill and intangible assets, net $ 6,270 $ 5,921 |
Additional Financial Informat32
Additional Financial Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Receivables, Net | Receivables, net consist of: As of As of September 30, 2016 June 30, 2016 (in millions) Receivables $ 1,511 $ 1,442 Allowances for doubtful accounts (175 ) (170 ) Allowance for sales returns (42 ) (43 ) Receivables, net $ 1,294 $ 1,229 |
Components of Other Current Assets | The following table sets forth the components of Other current assets: As of September 30, 2016 As of June 30, 2016 (in millions) Inventory (a) $ 233 $ 218 Amounts due from 21st Century Fox (b) 58 55 Prepayments and other current assets 244 240 Total Other current assets $ 535 $ 513 (a) Inventory at September 30, 2016 and June 30, 2016 was primarily comprised of books, newsprint and programming rights. (b) Relates to costs incurred in connection with the U.K. Newspaper Matters which will be indemnified by 21st Century Fox. |
Components of Other Non-Current Assets | The following table sets forth the components of Other non-current assets: As of September 30, 2016 As of June 30, 2016 (in millions) Royalty advances to authors $ 317 $ 311 Other 90 85 Total Other non-current assets $ 407 $ 396 |
Components of Other Current Liabilities | The following table sets forth the components of Other current liabilities: As of September 30, 2016 As of June 30, 2016 (in millions) Current tax payable $ 44 $ 33 Royalties and commissions payable 196 179 Other 270 254 Total Other current liabilities $ 510 $ 466 |
Components of Other, Net Included in Statements of Operations | The following table sets forth the components of Other, net: For the three months ended 2016 2015 (in millions) Gain on sale of available-for-sale securities $ 6 $ — Gain on sale of equity method investments 6 — Gain on sale of cost method investments 4 — Other, net 1 5 Total Other, net $ 17 $ 5 |
Acquisitions, Disposals and O33
Acquisitions, Disposals and Other Transactions - Additional Information (Detail) £ / shares in Units, £ in Millions, AUD in Millions | Sep. 30, 2015USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016GBP (£)£ / shares | May 31, 2016USD ($) | Feb. 29, 2016USD ($)Tranche | Feb. 29, 2016AUDTranche | Jul. 31, 2015USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2016 | Sep. 30, 2015GBP (£) |
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Restricted cash | $ 0 | $ 0 | $ 315,000,000 | |||||||||
Checkout 51 Mobile Apps ULC [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 13,000,000 | |||||||||||
Deferred cash consideration related to contingent payments | 10,000,000 | |||||||||||
DIAKRIT International Limited [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 40,000,000 | |||||||||||
Business acquisition, acquired interest percentage | 92.00% | |||||||||||
Non-controlling ownership percentage | 8.00% | |||||||||||
Number of tranches | Tranche | 2 | 2 | ||||||||||
Option to sell minority interest, period | 6 years | 6 years | ||||||||||
iProperty Group Limited [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 416,000,000 | |||||||||||
Business acquisition purchase price allocation, amortizable intangible assets | 72,000,000 | |||||||||||
Business acquisition, cost of acquired entity, cash paid | 340,000,000 | |||||||||||
iProperty Group Limited [Member] | REA Group [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Future consideration related to contingent payments | $ 76,000,000 | |||||||||||
Non-controlling ownership percentage | 13.10% | |||||||||||
Business acquisition, ownership percentage | 86.90% | 22.70% | ||||||||||
Company ownership percentage | 61.60% | 61.60% | ||||||||||
Business acquisition, cost of acquired entity, cash paid | $ 340,000,000 | AUD 482 | ||||||||||
Minority interest ownership redeemable year | 2,018 | |||||||||||
iProperty Group Limited [Member] | REA Group [Member] | Other, Net [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition recognized gain resulting from remeasurement of previously held equity interest | 29,000,000 | |||||||||||
Flatmates [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 19,000,000 | |||||||||||
Future cash consideration related to contingent payments | $ 15,000,000 | |||||||||||
Wireless Group plc [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | 285,000,000 | £ 220 | ||||||||||
Business acquisition, cost of acquired entity per share | £ / shares | £ 0.315 | |||||||||||
Assumed debt | 23,000,000 | $ 23,000,000 | ||||||||||
Restricted cash | 0 | 0 | ||||||||||
Business acquisition purchase price allocation, goodwill amount | 149,000,000 | |||||||||||
Business acquisition, cost of acquired entity, cash paid | 285,000,000 | |||||||||||
Wireless Group plc [Member] | Broadcast Licenses [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition purchase price allocation, non-amortizable intangible assets | $ 193,000,000 | $ 193,000,000 | ||||||||||
Unruly Holdings Limited [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 90,000,000 | £ 60 | ||||||||||
Business acquisition purchase price allocation, goodwill amount | 68,000,000 | |||||||||||
Future cash consideration related to contingent payments | 86,000,000 | £ 56 | ||||||||||
Future consideration related to contingent payments | 40,000,000 | |||||||||||
Unruly Holdings Limited [Member] | Acquired Technology [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition purchase price allocation, amortizable intangible assets | $ 43,000,000 | |||||||||||
Finite lived intangible assets, weighted average useful life | 7 years | 7 years | ||||||||||
Unruly Holdings Limited [Member] | Customer Relationships and Trade Names [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition purchase price allocation, amortizable intangible assets | $ 21,000,000 | |||||||||||
Finite lived intangible assets, weighted average useful life | 6 years | 6 years | ||||||||||
Australian Regional Media [Member] | ||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | ||||||||||||
Business acquisition, cost of acquired entity | $ 30,000,000 |
Acquisitions, Disposals and O34
Acquisitions, Disposals and Other Transactions - Schedule of Total Transaction Value/ Fair Value of Acquisition (Detail) - Wireless Group plc [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Business Acquisition [Line Items] | |
Cash paid for Wireless Group equity | $ 285 |
Plus: Assumed debt | 23 |
Total transaction value | $ 308 |
Acquisitions, Disposals and O35
Acquisitions, Disposals and Other Transactions - Schedule of Total Fair Value of iProperty at Acquisition Date (Detail) - iProperty Group Limited [Member] $ in Millions | 1 Months Ended |
Feb. 29, 2016USD ($) | |
Business Acquisition [Line Items] | |
Cash paid for iProperty equity | $ 340 |
Total consideration | 416 |
The fair value of the previously held equity investment subsequent to step acquisition remeasurement | 120 |
Total fair value | 536 |
Mandatorily Redeemable Noncontrolling Interests [Member] | |
Business Acquisition [Line Items] | |
Deferred consideration | $ 76 |
Acquisitions, Disposals and O36
Acquisitions, Disposals and Other Transactions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | Feb. 29, 2016 |
Assets acquired: | |||
Goodwill | $ 3,889 | $ 3,714 | |
iProperty Group Limited [Member] | |||
Assets acquired: | |||
Goodwill | $ 498 | ||
Intangible assets | 72 | ||
Net Liabilities | (34) | ||
Net assets acquired | $ 536 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - Assets of discontinued operations [Member] - Digital Education [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Discontinued operations, pre-tax non-cash impairment charge | $ 76 |
Income tax benefit discontinued operations | $ 151 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Operations from Discontinued Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income from discontinued operations, net of tax | $ 0 | $ 46 |
Digital Education [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenues | 0 | 26 |
Loss before income tax benefit | 0 | (122) |
Income tax benefit | 0 | 168 |
Income from discontinued operations, net of tax | $ 0 | $ 46 |
Discontinued Operations - Sum39
Discontinued Operations - Summary of Results of Operations and Cash Flows from Discontinued Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net decrease in cash and cash equivalents | $ (3) | $ (35) |
Digital Education [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net cash used in operating activities | (3) | (35) |
Net cash used in investing activities | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net decrease in cash and cash equivalents | $ (3) | $ (35) |
Discontinued Operations - Sum40
Discontinued Operations - Summary of Liabilities Held for Sale Related to Discontinued Operations (Detail) - Digital Education [Member] - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | $ 0 | $ 1 |
Non-current assets | 0 | 0 |
Total assets | 0 | 1 |
Current Liabilities | 5 | 7 |
Non-current liabilities | 0 | 0 |
Total liabilities | 5 | 7 |
Net liabilities held for sale | $ (5) | $ (6) |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 20 | $ 17 |
Other Current Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, current | 31 | |
Other Non-Current Liabilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liabilities, non-current | 10 | |
News and Information Services [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 19 | $ 12 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Changes in Restructuring Program Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Liabilities, Beginning Balance | $ 44 | $ 58 |
Additions | 20 | 17 |
Payments | (22) | (26) |
Other | (1) | (4) |
Restructuring Liabilities, Ending Balance | 41 | 45 |
One Time Employee Termination Benefits [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Liabilities, Beginning Balance | 33 | 47 |
Additions | 20 | 17 |
Payments | (22) | (26) |
Other | (1) | (4) |
Restructuring Liabilities, Ending Balance | 30 | 34 |
Facility Related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Liabilities, Beginning Balance | 5 | 5 |
Additions | 0 | 0 |
Payments | 0 | 0 |
Other | 0 | 0 |
Restructuring Liabilities, Ending Balance | 5 | 5 |
Other Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Liabilities, Beginning Balance | 6 | 6 |
Additions | 0 | 0 |
Payments | 0 | 0 |
Other | 0 | 0 |
Restructuring Liabilities, Ending Balance | $ 6 | $ 6 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Detail) AUD in Millions, $ in Millions | Sep. 30, 2016USD ($) | Sep. 30, 2016AUD | Jun. 30, 2016USD ($) | Jun. 30, 2016AUD | |||
Schedule of Investments [Line Items] | |||||||
Available-for-sale securities | [1] | $ 139 | $ 189 | ||||
Cost method investments | [2] | 217 | 205 | ||||
Total Investments | 2,269 | 2,270 | |||||
Other Equity Method Investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity method investments | 106 | 101 | |||||
Foxtel [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity method investments | [3] | 1,461 | 1,437 | ||||
Loan receivable from Foxtel | $ 346 | [4] | AUD 451 | $ 338 | [4] | AUD 451 | |
Equity method investment, ownership percentage | [3] | 50.00% | 50.00% | ||||
[1] | Available-for-sale securities primarily include the Company's investments in APN and The Rubicon Project, Inc. During fiscal 2016, the Company participated in an entitlement offer to maintain its 14.99% interest in APN for $20 million. APN operates a portfolio of Australian radio and outdoor media assets. | ||||||
[2] | Cost method investments primarily include the Company's investment in SEEKAsia Limited and certain investments in China. | ||||||
[3] | The change in the Foxtel investment for the three months ended September 30, 2016 was primarily due to the impact of foreign currency fluctuations. | ||||||
[4] | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and pro rata capital contributions made by Foxtel shareholders in the form of subordinated shareholder notes based on their respective ownership interests. The Company's share of the subordinated shareholder notes was approximately A$451 million ($346 million and $338 million as of September 30, 2016 and June 30, 2016, respectively). The subordinated shareholder notes can be repaid beginning in July 2022 provided that Foxtel's senior debt has been repaid. The subordinated shareholder notes have a maturity date of July 15, 2027, with interest payable on June 30 each year and at maturity. On June 22, 2016, Foxtel and Foxtel's shareholders agreed to modify the terms of the loan receivable to reduce the interest rate from 12% to 10.5%, to more closely align with current market rates. Upon maturity, the principal advanced will be repayable. |
Investments - Schedule of Inv44
Investments - Schedule of Investments (Parenthetical) (Detail) AUD in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Sep. 30, 2016AUD | Jun. 30, 2016AUD | Jun. 22, 2016 | Jun. 21, 2016 | |||
Foxtel [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Loan receivable from Foxtel | $ 346 | [1] | $ 338 | [1] | AUD 451 | AUD 451 | ||
APN [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Ownership interest percentage on investment | 14.99% | 14.99% | ||||||
Purchase price of ownership interest | $ 20 | |||||||
Foxtel Shareholder Notes [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Maturity date of subordinated note | Jul. 15, 2027 | |||||||
Foxtel Shareholder Notes [Member] | Foxtel [Member] | ||||||||
Schedule of Investments [Line Items] | ||||||||
Percentage of loan receivable | 10.50% | 12.00% | ||||||
[1] | In May 2012, Foxtel purchased Austar United Communications Ltd. The transaction was funded by Foxtel bank debt and pro rata capital contributions made by Foxtel shareholders in the form of subordinated shareholder notes based on their respective ownership interests. The Company's share of the subordinated shareholder notes was approximately A$451 million ($346 million and $338 million as of September 30, 2016 and June 30, 2016, respectively). The subordinated shareholder notes can be repaid beginning in July 2022 provided that Foxtel's senior debt has been repaid. The subordinated shareholder notes have a maturity date of July 15, 2027, with interest payable on June 30 each year and at maturity. On June 22, 2016, Foxtel and Foxtel's shareholders agreed to modify the terms of the loan receivable to reduce the interest rate from 12% to 10.5%, to more closely align with current market rates. Upon maturity, the principal advanced will be repayable. |
Investments - Schedule of Avail
Investments - Schedule of Available-for-Sale Investments (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Investments Schedule [Abstract] | |||
Cost basis of available-for-sale investments | $ 144 | $ 155 | |
Accumulated gross unrealized gain | 5 | 34 | |
Accumulated gross unrealized loss | (10) | 0 | |
Fair value of available-for-sale investments | [1] | 139 | 189 |
Net deferred tax (asset) liability | $ (1) | $ 13 | |
[1] | Available-for-sale securities primarily include the Company's investments in APN and The Rubicon Project, Inc. During fiscal 2016, the Company participated in an entitlement offer to maintain its 14.99% interest in APN for $20 million. APN operates a portfolio of Australian radio and outdoor media assets. |
Investments - Schedule of (Loss
Investments - Schedule of (Losses) Earnings of Equity Affiliates (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Schedule of Equity Method Investments [Line Items] | |||
Equity (losses) earnings of affiliates | $ (15) | $ 8 | |
Foxtel [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity (losses) earnings of affiliates | [1] | (11) | 9 |
Other Equity Affiliates [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity (losses) earnings of affiliates | $ (4) | $ (1) | |
[1] | In accordance with ASC 350, the Company amortized $19 million and $12 million, respectively, related to excess cost over the Company's proportionate share of its investment's underlying net assets allocated to finite-lived intangible assets during the three months ended September 30, 2016 and 2015. Such amortization is reflected in Equity (losses) earnings of affiliates in the Statements of Operations. The increase in amortization expense recognized by the Company in the current year period was offset by a corresponding decrease in amortization expense recognized by Foxtel as certain intangible assets were fully amortized in fiscal 2016. |
Investments - Schedule of (Lo47
Investments - Schedule of (Losses) Earnings of Equity Affiliates (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Foxtel [Member] | Equity Earnings Of Affiliates [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Amortization of excess basis allocated to finite-lived intangible assets | $ 19 | $ 12 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information (Detail) - Foxtel [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 618 | $ 587 | |
Operating income | [1] | 91 | 85 |
Net income | $ 16 | $ 42 | |
[1] | Includes Depreciation and amortization of $52 million and $55 million for the three months ended September 30, 2016 and 2015, respectively. Operating income before depreciation and amortization was $143 million and $140 million for the three months ended September 30, 2016 and 2015, respectively. |
Investments - Schedule of Sum49
Investments - Schedule of Summarized Financial Information (Parenthetical) (Detail) - Foxtel [Member] - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Depreciation and amortization | $ 52 | $ 55 |
Operating income before depreciation and amortization | $ 143 | $ 140 |
Investments - Additional Inform
Investments - Additional Information (Detail) - Foxtel [Member] $ in Millions | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Investment [Line Items] | |
Increase in revenues | $ 31 |
Percentage of increase in revenues | 5.00% |
Loss on unwinding of joint venture | $ 21 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Total debt | $ 381 | $ 372 |
Less: Current portion | (4) | (3) |
Total long-term debt | 377 | 369 |
Facility Due December 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 92 | 90 |
Facility Due December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 92 | 90 |
Facility Due December 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 183 | 179 |
Other Obligations [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 14 | $ 13 |
Borrowings - Additional Informa
Borrowings - Additional Information (Detail) | Sep. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Sep. 30, 2016USD ($) | Feb. 29, 2016AUD |
REA Group [Member] | ||||
Debt Instrument [Line Items] | ||||
Lenders' fees | $ 1,000,000 | |||
Weighted average interest rate | 2.90% | 2.90% | ||
Interest paid | $ 3,000,000 | |||
REA Group [Member] | Unsecured Revolving Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Amounts drawn under credit facility | $ 340,000,000 | AUD 480,000,000 | ||
REA Group [Member] | Maximum [Member] | Australian BBSY [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowing | 1.10% | 1.45% | ||
REA Group [Member] | Minimum [Member] | Australian BBSY [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowing | 0.90% | 0.85% | ||
REA Group [Member] | iProperty Group Limited [Member] | Unsecured Revolving Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of credit facility | AUD | 480,000,000 | |||
Credit Agreement [Member] | Unsecured Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of credit facility | $ 900,000,000 | 900,000,000 | ||
Amounts drawn under credit facility | 0 | 0 | ||
Unsecured revolving credit facility available amount | 650,000,000 | 650,000,000 | ||
Letters of credit sublimit under credit facility | $ 100,000,000 | $ 100,000,000 | ||
Credit Agreement due date | Oct. 23, 2020 | |||
Interest on borrowings, description | Either (a) a Eurodollar Rate formula or (b) the Base Rate formula, each as set forth in the Credit Agreement. | |||
Commitment fee percentage on undrawn balance | 0.225% | |||
Credit Agreement [Member] | Unsecured Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowing | 0.50% | |||
Credit Agreement [Member] | Unsecured Revolving Credit Facility [Member] | Eurodollar [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowing | 1.50% | |||
Credit Agreement [Member] | Maximum [Member] | Unsecured Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Operating income leverage ratio | 300.00% | |||
Credit Agreement [Member] | Minimum [Member] | Unsecured Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest coverage ratio | 300.00% | |||
Floating Rate Term Notes [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Net leverage ratio | 325.00% | 325.00% | ||
Floating Rate Term Notes [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest coverage ratio | 300.00% | |||
Facility Due December 2017 [Member] | REA Group [Member] | iProperty Group Limited [Member] | Unsecured Revolving Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of credit facility | AUD | 120,000,000 | |||
Credit Agreement maturity | 2017-12 | |||
Facility Due December 2018 [Member] | REA Group [Member] | iProperty Group Limited [Member] | Unsecured Revolving Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of credit facility | AUD | 120,000,000 | |||
Credit Agreement maturity | 2018-12 | |||
Facility Due December 2019 [Member] | REA Group [Member] | iProperty Group Limited [Member] | Unsecured Revolving Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Maximum amount of credit facility | AUD | AUD 240,000,000 | |||
Credit Agreement maturity | 2019-12 |
Equity - Summary of Changes in
Equity - Summary of Changes in Equity (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Changes In Equity [Line Items] | ||
Balance, beginning of period | $ 11,782 | $ 12,116 |
Net (loss) income | 0 | 189 |
Other comprehensive income (loss) | 43 | (450) |
Dividends | (77) | (73) |
Stock repurchases | 0 | (13) |
Other | (2) | 12 |
Balance, end of period | 11,746 | 11,781 |
News Corporation Stockholders [Member] | ||
Changes In Equity [Line Items] | ||
Balance, beginning of period | 11,564 | 11,945 |
Net (loss) income | (15) | 175 |
Other comprehensive income (loss) | 41 | (443) |
Dividends | (59) | (58) |
Stock repurchases | 0 | (13) |
Other | (1) | 10 |
Balance, end of period | 11,530 | 11,616 |
Noncontrolling Interests [Member] | ||
Changes In Equity [Line Items] | ||
Balance, beginning of period | 218 | 171 |
Net (loss) income | 15 | 14 |
Other comprehensive income (loss) | 2 | (7) |
Dividends | (18) | (15) |
Stock repurchases | 0 | 0 |
Other | (1) | 2 |
Balance, end of period | $ 216 | $ 165 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | Oct. 31, 2016 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | May 31, 2013 |
Class of Stock [Line Items] | |||||
Aggregate cost of shares repurchased | $ 0 | $ 13,000,000 | |||
Dividend declaration date | 2016-08 | ||||
Dividend payable date | Oct. 19, 2016 | ||||
Dividend record date | Sep. 14, 2016 | ||||
Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Remaining authorized amount under stock repurchase program | $ 429,000,000 | ||||
Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Aggregate amount of shares authorized to be repurchased | $ 500,000,000 | ||||
Number of shares repurchased | 0 | ||||
Cash dividend declared | $ 0.10 | $ 0.10 | $ 0.10 | ||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares repurchased | 5,200,000 | ||||
Aggregate cost of shares repurchased | $ 71,000,000 | ||||
Class B Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Cash dividend declared | $ 0.10 | $ 0.10 | $ 0.10 |
Equity - Summary of Dividends D
Equity - Summary of Dividends Declared Per Share (Detail) - $ / shares | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Cash dividend per share | $ 0.10 | $ 0.10 | $ 0.10 |
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Cash dividend per share | $ 0.10 | $ 0.10 | $ 0.10 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation | $ 20 | $ 17 |
Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units granted | 5,200,000 | 3,700,000 |
Stock based compensation award, vested | 2,800,000 | 1,200,000 |
Settled in Stock [Member] | Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units granted | 0 | 200,000 |
Stock based compensation award, vested | 100,000 | 100,000 |
Settled in Stock [Member] | Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock units granted | 3,800,000 | 2,600,000 |
Stock based compensation award, vested | 1,800,000 | 1,000,000 |
Settled in Cash [Member] | Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation award, vested | 1,000,000 | 200,000 |
Stock based compensation award | $ 13.1 | $ 3.3 |
2013 LTIP [Member] | Class A Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award shares authorized | 30,000,000 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Earnings Per Share [Abstract] | |||
Income from continuing operations | $ 0 | $ 143 | |
Less: Net income attributable to noncontrolling interests | (15) | (14) | |
(Loss) income from continuing operations available to News Corporation stockholders | (15) | 129 | |
Income from discontinued operations, net of tax, available to News Corporation stockholders | 0 | 46 | |
Net (Loss) income available to News Corporation stockholders | $ (15) | $ 175 | |
Weighted-average number of shares of common stock outstanding-basic | 580.8 | 581 | |
Dilutive effect of equity awards | [1] | 0 | 1.7 |
Weighted-average number of shares of common stock outstanding-diluted | 580.8 | 582.7 | |
(Loss) income from continuing operations available to News Corporation stockholders per share-basic and diluted | $ (0.03) | $ 0.22 | |
Income from discontinued operations available to News Corporation stockholders per share-basic and diluted | 0 | 0.08 | |
Net (loss) income available to News Corporation stockholders per share-basic and diluted | $ (0.03) | $ 0.30 | |
[1] | The dilutive impact of the Company's PSUs, RSUs and stock options have been excluded from the calculation of diluted (loss) earnings per share for the three months ended September 30, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Loss Contingencies [Line Items] | ||||
Selling, general and administrative expenses, net | $ 678 | $ 650 | ||
Other current assets | 535 | $ 513 | ||
Litigation amount payment to plaintiffs | 250 | |||
Litigation settlement | $ 30 | |||
U.K. Newspaper Matters [Member] | ||||
Loss Contingencies [Line Items] | ||||
Selling, general and administrative expenses, net | 2 | $ 5 | ||
Litigation liability accrued | 101 | |||
U.K. Newspaper Matters Indemnification [Member] | 21st Century Fox [Member] | ||||
Loss Contingencies [Line Items] | ||||
Other current assets | $ 58 |
Pension and Other Postretirem59
Pension and Other Postretirement Benefits - Schedule of Components of Net Periodic Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Domestic Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost benefits earned during the period | $ 0 | $ 0 |
Interest costs on projected benefit obligations | 3 | 4 |
Expected return on plan assets | (4) | (5) |
Amortization of deferred losses | 1 | 1 |
Amortization of prior service (credits) | 0 | 0 |
Settlements, curtailments and other | 0 | 0 |
Net periodic benefit costs | 0 | 0 |
Foreign Pension Benefits [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost benefits earned during the period | 2 | 2 |
Interest costs on projected benefit obligations | 7 | 11 |
Expected return on plan assets | (14) | (16) |
Amortization of deferred losses | 4 | 4 |
Amortization of prior service (credits) | 0 | 0 |
Settlements, curtailments and other | 0 | (1) |
Net periodic benefit costs | (1) | 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 | 1 |
Expected return on plan assets | 0 | 0 |
Amortization of deferred losses | 0 | 0 |
Amortization of prior service (credits) | (1) | (1) |
Settlements, curtailments and other | 0 | 0 |
Net periodic benefit costs | $ 0 | $ 0 |
Pension and Other Postretirem60
Pension and Other Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Pension and Postretirement Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Company contributions made to various plans | $ 12 | $ 11 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Contingency [Line Items] | ||
Change in valuation allowance tax benefit | $ 106,000,000 | |
Income taxes paid | $ 34,000,000 | 19,000,000 |
Income tax refunds | $ 0 | 1,000,000 |
Tax Benefits of Discontinued Operations [Member] | Digital Education [Member] | ||
Income Tax Contingency [Line Items] | ||
Income tax benefit discontinued operations | $ 151,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2016CountrySegmentBrandDistributor | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 5 |
Book Publishing [Member] | |
Segment Reporting Information [Line Items] | |
Number of countries | Country | 18 |
Book Publishing [Member] | Minimum [Member] | |
Segment Reporting Information [Line Items] | |
Number of branded publishing imprints | Brand | 120 |
Digital Real Estate Services [Member] | REA Group Inc [Member] | |
Segment Reporting Information [Line Items] | |
Company ownership percentage | 61.60% |
Digital Real Estate Services [Member] | Move Inc [Member] | |
Segment Reporting Information [Line Items] | |
Company ownership percentage | 80.00% |
Ownership percentage held by REA Group | 20.00% |
Cable Network Programming [Member] | |
Segment Reporting Information [Line Items] | |
Number of television channels distribution | Distributor | 7 |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue and Segment EBITDA from Segments to Consolidated (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,965 | $ 2,014 |
Total revenues | 1,965 | 2,014 |
Total Segment EBITDA | 130 | 165 |
Depreciation and amortization | (120) | (121) |
Restructuring charges | (20) | (17) |
Equity (losses) earnings of affiliates | (15) | 8 |
Interest, net | 7 | 12 |
Other, net | 17 | 5 |
(Loss) income from continuing operations before income tax benefit | (1) | 52 |
Income tax benefit | 1 | 91 |
Income from continuing operations | 0 | 143 |
News and Information Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,222 | 1,290 |
Total Segment EBITDA | 46 | 83 |
Restructuring charges | (19) | (12) |
Book Publishing [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 389 | 409 |
Total Segment EBITDA | 48 | 42 |
Digital Real Estate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 226 | 191 |
Total Segment EBITDA | 67 | 57 |
Cable Network Programming [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 128 | 124 |
Total Segment EBITDA | 14 | 28 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | 0 |
Total Segment EBITDA | $ (45) | $ (45) |
Segment Information - Reconci64
Segment Information - Reconciliation of Assets from Segments to Consolidated (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Investments | $ 2,269 | $ 2,270 | |
Total assets | 15,269 | 15,483 | |
News and Information Services [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 6,931 | 6,728 | |
Book Publishing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,877 | 1,855 | |
Digital Real Estate Services [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 2,152 | 2,158 | |
Cable Network Programming [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,117 | 1,101 | |
Other [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | [1] | $ 923 | $ 1,371 |
[1] | The Other segment primarily includes Cash and cash equivalents. |
Segment Information - Reconci65
Segment Information - Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | $ 6,270 | $ 5,921 |
News and Information Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 2,987 | 2,651 |
Book Publishing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 853 | 869 |
Digital Real Estate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 1,513 | 1,499 |
Cable Network Programming [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 913 | 898 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | $ 4 | $ 4 |
Additional Financial Informat66
Additional Financial Information - Components of Receivables, Net (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Receivables [Abstract] | ||
Receivables | $ 1,511 | $ 1,442 |
Allowances for doubtful accounts | (175) | (170) |
Allowance for sales returns | (42) | (43) |
Receivables, net | $ 1,294 | $ 1,229 |
Additional Financial Informat67
Additional Financial Information - Components of Other Current Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 | |
Assets, Current [Abstract] | |||
Inventory | [1] | $ 233 | $ 218 |
Amounts due from 21st Century Fox | [2] | 58 | 55 |
Prepayments and other current assets | 244 | 240 | |
Total Other current assets | $ 535 | $ 513 | |
[1] | Inventory at September 30, 2016 and June 30, 2016 was primarily comprised of books, newsprint and programming rights. | ||
[2] | Relates to costs incurred in connection with the U.K. Newspaper Matters which will be indemnified by 21st Century Fox. |
Additional Financial Informat68
Additional Financial Information - Components of Other Non-Current Assets (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Assets, Noncurrent [Abstract] | ||
Royalty advances to authors | $ 317 | $ 311 |
Other | 90 | 85 |
Total Other non-current assets | $ 407 | $ 396 |
Additional Financial Informat69
Additional Financial Information - Components of Other Current Liabilities (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Jun. 30, 2016 |
Liabilities, Current [Abstract] | ||
Current tax payable | $ 44 | $ 33 |
Royalties and commissions payable | 196 | 179 |
Other | 270 | 254 |
Total Other current liabilities | $ 510 | $ 466 |
Additional Financial Informat70
Additional Financial Information - Components of Other, Net Included in Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Other Income and Expenses [Abstract] | ||
Gain on sale of available-for-sale securities | $ 6 | $ 0 |
Gain on sale of equity method investments | 6 | 0 |
Gain on sale of cost method investments | 4 | 0 |
Other, net | 1 | 5 |
Total Other, net | $ 17 | $ 5 |