Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2016 | Feb. 03, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | 381,860,792 | |
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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||||
Advertising | $ 748 | $ 816 | $ 1,418 | $ 1,551 |
Circulation and subscription | 595 | 621 | 1,216 | 1,260 |
Consumer | 450 | 429 | 824 | 821 |
Real estate | 185 | 160 | 357 | 305 |
Other | 138 | 135 | 266 | 238 |
Total Revenues | 2,116 | 2,161 | 4,081 | 4,175 |
Operating expenses | (1,126) | (1,193) | (2,283) | (2,392) |
Selling, general and administrative | (665) | (688) | (1,343) | (1,338) |
Depreciation and amortization | (120) | (123) | (240) | (244) |
Impairment and restructuring charges | (356) | (22) | (376) | (39) |
Equity (losses) earnings of affiliates | (238) | 15 | (253) | 23 |
Interest, net | 15 | 11 | 22 | 23 |
Other, net | 123 | (6) | 140 | (1) |
(Loss) income from continuing operations before income tax benefit (expense) | (251) | 155 | (252) | 207 |
Income tax benefit (expense) | 32 | (49) | 33 | 42 |
(Loss) income from continuing operations | (219) | 106 | (219) | 249 |
(Loss) income from discontinued operations, net of tax | 0 | (24) | 0 | 22 |
Net (loss) income | (219) | 82 | (219) | 271 |
Less: Net income attributable to noncontrolling interests | (70) | (19) | (85) | (33) |
Net (loss) income attributable to News Corporation stockholders | $ (289) | $ 63 | $ (304) | $ 238 |
Basic and diluted (loss) earnings per share: | ||||
(Loss) income from continuing operations available to News Corporation stockholders per share | $ (0.50) | $ 0.15 | $ (0.52) | $ 0.37 |
(Loss) income from discontinued operations available to News Corporation stockholders per share | 0 | (0.04) | 0 | 0.04 |
Net (loss) income available to News Corporation stockholders per share | $ (0.50) | $ 0.11 | $ (0.52) | $ 0.41 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net (loss) income | $ (219) | $ 82 | $ (219) | $ 271 | |
Other comprehensive (loss) income: | |||||
Foreign currency translation adjustments | (347) | 89 | (291) | (356) | |
Unrealized holding gains (losses) on securities, net | [1] | 7 | 9 | (19) | (16) |
Benefit plan adjustments, net | [2] | 20 | 10 | 31 | 25 |
Share of other comprehensive income (loss) from equity affiliates, net | [3] | 9 | (3) | 11 | 2 |
Other comprehensive (loss) income | (311) | 105 | (268) | (345) | |
Comprehensive (loss) income | (530) | 187 | (487) | (74) | |
Less: Net income attributable to noncontrolling interests | (70) | (19) | (85) | (33) | |
Less: Other comprehensive loss (income) attributable to noncontrolling interests | 9 | (3) | 7 | 4 | |
Comprehensive (loss) income attributable to News Corporation stockholders | $ (591) | $ 165 | $ (565) | $ (103) | |
[1] | (a) Net of income tax expense (benefit) of $2 million and $5 million for the three months ended December 31, 2016 and 2015, respectively, and income tax (benefit) expense of ($8) million and ($7) million for the six months ended December 31, 2016 and 2015, respectively. | ||||
[2] | Net of income tax expense of $5 million and $2 million for the three months ended December 31, 2016 and 2015, respectively, and income tax expense of $8 million and $6 million for the six months ended December 31, 2016 and 2015, respectively. | ||||
[3] | Net of income tax expense (benefit) of $4 million and ($1) million for the three months ended December 31, 2016 and 2015, respectively, and income tax expense of $5 million and $1 million for the six months ended December 31, 2016 and 2015, respectively. |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized holding (losses) gains on securities, income tax expense(benefit) | $ 2 | $ 5 | $ (8) | $ (7) |
Benefit plan adjustments, income tax expense | 5 | 2 | 8 | 6 |
Share of other comprehensive income (loss) from equity affiliates, income tax expense (benefit) | $ 4 | $ (1) | $ 5 | $ 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Current assets: | |||
Cash and cash equivalents | $ 1,564 | $ 1,832 | |
Restricted cash | 0 | 315 | |
Receivables, net | 1,528 | 1,229 | |
Other current assets | 499 | 513 | |
Total current assets | 3,591 | 3,889 | |
Non-current assets: | |||
Investments | 1,932 | 2,270 | |
Property, plant and equipment, net | 1,981 | 2,405 | |
Intangible assets, net | 2,298 | 2,207 | |
Goodwill | 3,791 | 3,714 | |
Deferred income tax assets | 549 | 602 | |
Other non-current assets | 385 | 396 | |
Total assets | 14,527 | 15,483 | |
Current liabilities: | |||
Accounts payable | 240 | 217 | |
Accrued expenses | 1,121 | 1,371 | |
Deferred revenue | 404 | 388 | |
Other current liabilities | 560 | 466 | |
Total current liabilities | 2,325 | 2,442 | |
Non-current liabilities: | |||
Borrowings | 268 | 369 | |
Retirement benefit obligations | 315 | 350 | |
Deferred income tax liabilities | 40 | 171 | |
Other non-current liabilities | 331 | 349 | |
Commitments and contingencies | |||
Equity | |||
Additional paid-in capital | 12,451 | 12,434 | |
Retained earnings | (213) | 150 | |
Accumulated other comprehensive loss | (1,289) | (1,026) | |
Total News Corporation stockholders' equity | 10,955 | 11,564 | |
Noncontrolling interests | 273 | 218 | |
Total equity | 11,228 | 11,782 | |
Total liabilities and equity | 14,527 | 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, 381,774,810 and 380,490,770 shares issued and outstanding, net of 27,368,413 treasury shares at par, at December 31, 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 December 31, 2016 and June 30, 2016, respectively. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 381,774,810 | 380,490,770 |
Common stock outstanding, net of treasury stock | 381,774,810 | 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 | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities: | ||
Net (loss) income | $ (219) | $ 271 |
Less: Income from discontinued operations, net of tax | 0 | 22 |
(Loss) income from continuing operations | (219) | 249 |
Adjustments to reconcile (loss) income from continuing operations to cash provided by operating activities: | ||
Depreciation and amortization | 240 | 244 |
Equity losses (earnings) of affiliates | 253 | (23) |
Cash distributions received from affiliates | 0 | 30 |
Impairment charges | 310 | 0 |
Other, net | (140) | 1 |
Deferred income taxes and taxes payable | (102) | (98) |
Change in operating assets and liabilities, net of acquisitions: | ||
Receivables and other assets | (131) | (97) |
Inventories, net | (9) | 72 |
Accounts payable and other liabilities | 52 | (32) |
NAM Group settlement | (250) | 0 |
Net cash provided by operating activities from continuing operations | 4 | 346 |
Investing activities: | ||
Capital expenditures | (108) | (120) |
Changes in restricted cash for Wireless Group acquisition | 315 | 0 |
Acquisitions, net of cash acquired | (342) | (101) |
Investments in equity affiliates and other | (39) | (36) |
Proceeds from dispositions | 59 | 2 |
Other, net | (3) | 5 |
Net cash used in investing activities from continuing operations | (118) | (250) |
Financing activities: | ||
Repayment of borrowings acquired in Wireless Group acquisition | (23) | 0 |
Repurchase of shares | 0 | (18) |
Dividends paid | (77) | (74) |
Other, net | (21) | (7) |
Net cash used in financing activities from continuing operations | (121) | (99) |
Net decrease in cash and cash equivalents from continuing operations | (235) | (3) |
Net decrease in cash and cash equivalents from discontinued operations | (3) | (40) |
Cash and cash equivalents, beginning of period | 1,832 | 1,951 |
Exchange movement on opening cash balance | (30) | (25) |
Cash and cash equivalents, end of period | $ 1,564 | $ 1,883 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Dec. 31, 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 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 S-X. 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 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 10-K”). Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year presentation. Specifically, the Company reclassified its listing revenues generated primarily from agents, brokers and developers from advertising revenue to real estate revenue for all periods presented 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 December 31, 2016 and 2015 relate to the three months ended January 1, 2017 and December 27, 2015, respectively. For convenience purposes, the Company continues to date its consolidated financial statements as of December 31. Recently issued accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, 2014-09”). 2014-09 2014-09 2016-08, 2016-08”). 2016-08 2016-10, 2016-10”). 2016-10 2016-12, 2016-12—Revenue 2016-12”). 2016-12 In January 2016, the FASB issued ASU 2016-01, 825-10): 2016-01”). 2016-01 2016-01 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02”). 2016-02 2016-02 right-of-use 2016-02 2016-02 In March 2016, the FASB issued ASU 2016-09, 2016-09”). 2016-09 2016-09 2016-09 In June 2016, the FASB issued ASU 2016-13, 2016-13”). 2016-13 2016-13 2016-13 In August 2016, the FASB issued ASU 2016-15, 2016-15”). 2016-15 2016-15 2016-15 In October 2016, the FASB issued ASU 2016-16, 2016-16”). 2016-16 2016-16 2016-16 2016-16 In October 2016, the FASB issued ASU 2016-17, 2016-17”). 2016-17 2016-17 2016-17 In November 2016, the FASB issued ASU 2016-18, 2016-18”). 2016-18 beginning-of-period end-of-period 2016-18 2016-18 |
Acquisitions, Disposals and Oth
Acquisitions, Disposals and Other Transactions | 6 Months Ended |
Dec. 31, 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 acquisition 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: Intangible assets $ 213 Goodwill 121 Net liabilities (49 ) Total net assets acquired $ 285 The acquired intangible assets primarily relate to broadcast licenses, which have a fair value of approximately $178 million, tradenames, which have a fair value of approximately $27 million, and customer relationships with a fair value of approximately $8 million. The broadcast licenses and tradenames have indefinite lives and the customer relationship will be amortized over a weighted-average useful life of approximately 6 years. 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. Australian Regional Media In December 2016, the Company acquired 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. ARM is a subsidiary of News Corp Australia, and its results are included within the News and Information Services segment. REA Group European Business In December 2016, REA Group Limited (“REA Group”), in which the Company holds a 61.6% interest, sold its European business for approximately $140 million (approximately €133 million) in cash which resulted in a pre-tax 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 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 reflected 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 acquisition 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 ) Total 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 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Dec. 31, 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, In the first quarter of fiscal 2016, the Company recognized a pre-tax non-cash On September 30, 2015, the Company sold the Amplify Insight and Amplify Learning businesses. Included within Loss before income tax benefit for the three and six months ended December 31, 2015 was approximately $17 million in severance and lease termination costs which were incurred in conjunction with the sale. The following table summarizes the results of operations from the discontinued segment: For the three months For the six months 2016 2015 2016 2015 (in millions) Revenues $ — $ 1 $ — $ 27 Loss before income tax benefit — (29 ) — (151 ) Income tax benefit — 5 — 173 (Loss) income from discontinued operations, net of tax $ — $ (24 ) $ — $ 22 The following table summarizes the cash flows from discontinued operations: For the six months ended 2016 2015 (in millions) Net cash used in operating activities $ (3 ) $ (59 ) Net cash used in investing activities — 19 Net cash used in financing activities — — Net decrease in cash and cash equivalents $ (3 ) $ (40 ) Liabilities held for sale related to discontinued operations as of December 31, 2016 and June 30, 2016 are included in Other current liabilities in the Balance Sheets as follows: As of December 31, 2016 As of June 30, 2016 (in millions) Current assets $ 1 $ 1 Non-current — — Total assets $ 1 $ 1 Current liabilities 5 7 Non-current — — Total liabilities $ 5 $ 7 Net liabilities held for sale $ (4 ) $ (6 ) |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 6 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Impairment and Restructuring Charges | NOTE 4. IMPAIRMENT AND RESTRUCTURING CHARGES Fiscal 2017 During the three and six months ended December 31, 2016, the Company recorded restructuring charges of $47 million and $67 million, respectively, of which $47 million and $66 million, respectively, related to the News and Information Services segment. The restructuring charges recorded in fiscal 2017 were for employee termination benefits. Additionally, in connection with a reorganization at Dow Jones, the Company expects to incur approximately $30 to $40 million in restructuring charges during the remainder of fiscal 2017. The reorganization is expected to reduce the Company’s costs by approximately $100 million on an annualized basis by the end of fiscal 2018. During the three months ended December 31, 2016, the Company recognized a non-cash The Company continually evaluates whether current factors or indicators require the performance of an interim impairment assessment of goodwill, long-lived assets and investments. The valuation of goodwill and long-lived assets requires assumptions and estimates of many factors, including revenue and market growth, operating cash flows, market multiples and discount rates. In the quarter ended December 31, 2016, the Company revised its future outlook for a reporting unit within the News and Information Services segment due to the acceleration of declines in the global print advertising markets during the first half of fiscal 2017. As a result, the Company determined that this reporting unit has goodwill and indefinite-lived intangible assets that are considered to be at risk for future impairment because the fair value of the reporting unit exceeded its carrying value by less than 5% as of December 31, 2016. Significant unobservable inputs utilized in the income approach valuation method for this reporting unit and the related indefinite-lived intangible assets were discount rates (ranging from 9.0%-10.0%), 1.6%-3.0%) 1.5%-2.5%). Form 10-K, Fiscal 2016 During the three and six months ended December 31, 2015, the Company recorded restructuring charges of $22 million and $39 million, respectively, of which $20 million and $32 million, respectively, related to the News and Information Services segment. The restructuring charges recorded in fiscal 2016 were primarily for employee termination benefits. Changes in restructuring program liabilities were as follows: For the three months ended December 31, 2016 2015 One time Facility Other costs Total One time Facility Other costs Total (in millions) Balance, beginning of period $ 30 $ 5 $ 6 $ 41 $ 34 $ 5 $ 6 $ 45 Additions 47 — — 47 21 1 — 22 Payments (36 ) — — (36 ) (28 ) — — (28 ) Other — — — — — — — — Balance, end of period $ 41 $ 5 $ 6 $ 52 $ 27 $ 6 $ 6 $ 39 For the six months ended December 31, 2016 2015 One time Facility Other costs Total One time Facility Other costs Total (in millions) Balance, beginning of period $ 33 $ 5 $ 6 $ 44 $ 47 $ 5 $ 6 $ 58 Additions 67 — — 67 38 1 — 39 Payments (58 ) — — (58 ) (54 ) — — (54 ) Other (1 ) — — (1 ) (4 ) — — (4 ) Balance, end of period $ 41 $ 5 $ 6 $ 52 $ 27 $ 6 $ 6 $ 39 As of December 31, 2016, restructuring liabilities of approximately $42 million were included in the Balance Sheet in Other current liabilities and $10 million were included in Other non-current |
Investments
Investments | 6 Months Ended |
Dec. 31, 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% $ 1,162 $ 1,437 Other equity method investments various 105 101 Loan receivable from Foxtel (b) N/A 325 338 Available-for-sale (c) various 126 189 Cost method investments (d) various 214 205 Total Investments $ 1,932 $ 2,270 (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash pay-TV In November 2012, the Company acquired CMH, a media investment company that operates in Australia. CMH owned a 25% interest in Foxtel through its 50% interest in FOX SPORTS Australia. The CMH acquisition was accounted for in accordance with ASC 805 “Business Combinations” which requires an acquirer to remeasure its previously held equity interest in an acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The carrying amount of the Company’s previously held equity interest in FOX SPORTS Australia, through which the Company held its indirect 25% interest in Foxtel, was revalued to fair value as of the acquisition date, resulting in a step-up non-cash Following the write-down, the carrying value of the Foxtel investment was approximately $1.2 billion at December 31, 2016. Any significant shortfall of the expected future cash flows of Foxtel could result in additional write-downs for which non-cash (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 ($325 million and $338 million as of December 31, 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 (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 available-for-sale As of As of (in millions) Cost basis of available-for-sale $ 125 $ 155 Accumulated gross unrealized gain 1 34 Accumulated gross unrealized loss — — Fair value of available-for-sale $ 126 $ 189 Net deferred tax (asset) liability $ — $ 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 For the six months ended 2016 2015 2016 2015 (in millions) (in millions) Foxtel (a) $ (233 ) $ 13 $ (244 ) $ 22 Other equity affiliates, net (5 ) 2 (9 ) 1 Total Equity (losses) earnings of affiliates $ (238 ) $ 15 $ (253 ) $ 23 (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash Additionally, in accordance with ASC 350, the Company amortized $18 million and $37 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 and six months ended December 31, 2016, respectively, and $13 million and $25 million in the corresponding periods of fiscal 2016, respectively. 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 six months ended 2016 2015 (in millions) Revenues $ 1,220 $ 1,185 Operating income (a) 184 184 Net income 40 94 (a) Includes Depreciation and amortization of $103 million and $111 million for the six months ended December 31, 2016 and 2015, respectively. Operating income before depreciation and amortization was $287 million and $295 million for the six months ended December 31, 2016 and 2015, respectively. For the six months ended December 31, 2016, Foxtel’s revenues increased $35 million, or 3%, as a result of the positive impact of foreign currency fluctuations as revenues decreased modestly in local currency. Operating income was flat primarily due to the positive impact of foreign currency fluctuations and lower depreciation and amortization expense, which offset the lower revenues in local currency and planned increases in programming spend. Net income decreased mainly due to losses associated with Presto of $26 million, primarily resulting from Foxtel management’s decision to cease Presto operations in January 2017, and $22 million in losses associated with the change in the fair value of Foxtel’s investment in Ten Network Holdings. During the first quarter of fiscal 2017, Foxtel was deemed to have significant influence over its investment in Ten Network Holdings. As a result, Foxtel is required to treat this as an equity method investment. Foxtel has elected the fair value option under ASC 825, Financial Instruments, and will adjust the carrying value of the Ten Network Holdings investment to fair value each reporting period. This adjustment will be recorded as a component of Foxtel’s net income. |
Borrowings
Borrowings | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Borrowings | NOTE 6. BORROWINGS The Company’s total borrowings consist of the following: As of December 31, 2016 As of June 30, 2016 (in millions) Facility due December 2017 $ 86 $ 90 Facility due December 2018 86 90 Facility due December 2019 172 179 Other obligations 11 13 Total debt 355 372 Less: Current portion (a) (87 ) (3 ) Total long-term debt $ 268 $ 369 (a) The current portion of long term debt is included in Other current liabilities. See Note 14—Additional Financial Information. 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 December 31, 2016, REA Group was paying a margin of between 0.90% and 1.10%. REA Group paid approximately $2 million and $5 million in interest for the three and six months ended December 31, 2016, respectively, at a weighted average interest rate of 2.7% and 2.8%, respectively. 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 December 31, 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 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 December 31, 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 December 31, 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 | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | NOTE 7. EQUITY The following table summarizes changes in equity: For the six months ended December 31, 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 (304 ) 85 (219 ) 238 33 271 Other comprehensive loss (261 ) (7 ) (268 ) (341 ) (4 ) (345 ) Dividends (59 ) (18 ) (77 ) (59 ) (15 ) (74 ) Stock repurchases — — — (16 ) — (16 ) Other 15 (5 ) 10 25 2 27 Balance, end of period $ 10,955 $ 273 $ 11,228 $ 11,792 $ 187 $ 11,979 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 six months ended December 31, 2016. Through February 3, 2017, 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 February 3, 2017 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 six 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 | 6 Months Ended |
Dec. 31, 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, Inc. (“Move”), the Company assumed Move’s equity incentive plans and substantially all of the awards outstanding under such plans. The Company recognized $11 million and $31 million of equity-based compensation expense for the three and six months ended December 31, 2016, respectively, and $14 million and $31 million for the corresponding periods of fiscal 2016, respectively. Performance Stock Units Fiscal 2017 During the three and six months ended December 31, 2016, the Company granted approximately 0.1 million and 5.3 million PSUs, respectively, including dividend equivalents, at target, of which approximately 0.1 million and 3.9 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. Cash settled awards are marked-to-market During the six months ended December 31, 2016, approximately 2.8 million PSUs vested, of which approximately 1.8 million were settled in shares of Class A Common Stock before statutory tax withholdings. The remaining 1.0 million PSUs that vested during the six months ended December 31, 2016 were settled in cash for approximately $13.1 million before statutory tax withholdings. Fiscal 2016 During the three and six months ended December 31, 2015, the Company granted approximately 0.3 million and 4.0 million PSUs, respectively, at target, of which approximately 0.3 million and 2.9 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. Cash settled awards are marked-to-market During the six months ended December 31, 2015, approximately 1.2 million PSUs vested, of which approximately 1.0 million were settled in shares of Class A Common Stock before statutory tax withholdings. The remaining 0.2 million PSUs that vested during the six months ended December 31, 2015 were settled in cash for approximately $3.3 million before statutory tax withholdings. Restricted Stock Units Fiscal 2017 During the six months ended December 31, 2016, approximately 0.1 million RSUs vested, all of which were settled in shares of Class A Common Stock. Fiscal 2016 During the six months ended December 31, 2015, the Company granted approximately 0.2 million RSUs, all of which will be settled in Class A Common Stock. During the six months ended December 31, 2015, approximately 0.1 million RSUs vested, all of which were settled in shares of Class A Common Stock. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 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 For the six months 2016 2015 2016 2015 (in millions, except per share amounts) (Loss) income from continuing operations $ (219 ) $ 106 $ (219 ) $ 249 Less: Net income attributable to noncontrolling interests (70 ) (19 ) (85 ) (33 ) Less: Redeemable preferred stock dividends (a) (1 ) (1 ) (1 ) (1 ) (Loss) income from continuing operations available to News Corporation stockholders (290 ) 86 (305 ) 215 (Loss) income from discontinued operations, net of tax, available to News Corporation stockholders — (24 ) — 22 Net (loss) income available to News Corporation stockholders $ (290 ) $ 62 $ (305 ) $ 237 Weighted-average number of shares of common stock outstanding—basic 581.4 581.2 581.1 581.1 Dilutive effect of equity awards (b) — 1.5 — 1.6 Weighted-average number of shares of common stock outstanding—diluted 581.4 582.7 581.1 582.7 (Loss) income from continuing operations available to News Corporation stockholders per share—basic and diluted $ (0.50 ) $ 0.15 $ (0.52 ) $ 0.37 (Loss) income from discontinued operations available to News Corporation stockholders per share—basic and diluted $ — $ (0.04 ) $ — $ 0.04 Net (loss) income available to News Corporation stockholders per share—basic and diluted $ (0.50 ) $ 0.11 $ (0.52 ) $ 0.41 (a) In connection with the Separation, as defined in Note 10, Twenty-First Century Fox, Inc. (“21st Century Fox”) sold 4,000 shares of cumulative redeemable preferred stock with a par value of $5,000 per share of a newly formed U.S. subsidiary of the Company. The preferred stock pays dividends at a rate of 9.5% per annum, payable quarterly. The preferred stock is callable by the Company at any time after the fifth year and is puttable at the option of the holder after 10 years. (b) The dilutive impact of the Company’s PSUs, RSUs and stock options has been excluded from the calculation of diluted (loss) earnings per share for the three and six months ended December 31, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 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 December 31, 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 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 In-Store 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 No. 2:06-cv-10240 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 re-opened • 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 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. In November 2016, the NAM Group filed its answer and counterclaims in Valassis II, which Valassis moved to dismiss. The Antitrust Expert Panel also held a preliminary hearing in Valassis I on December 19, 2016 as to whether Valassis’s case should be allowed to proceed further. On February 8, 2017, the Antitrust Expert Panel issued a Report and Recommendation that the Notice of Violation in Valassis I be dismissed and a Report and Recommendation that the NAM Group’s counterclaims in Valassis II be dismissed with leave to replead three of the four counterclaims. 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 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 after-tax The net expense related to the U.K. Newspaper Matters in Selling, general and administrative expenses was $2 million and $7 million for the three months ended December 31, 2016 and 2015, respectively, and $4 million and $12 million for the six months ended December 31, 2016 and 2015, respectively. As of December 31, 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 $97 million, of which approximately $53 million will be indemnified by 21st Century Fox, and a corresponding receivable was recorded in Other current assets on the Balance Sheet as of December 31, 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 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. 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 | 6 Months Ended |
Dec. 31, 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 (loss) 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 December 31, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 2 $ 3 $ — $ — Interest costs on projected benefit obligations 3 4 8 12 1 1 Expected return on plan assets (5 ) (5 ) (14 ) (16 ) — — Amortization of deferred losses 1 1 4 3 — — Amortization of prior service (credits) — — — — (1 ) (2 ) Settlements, curtailments and other — — — — — — Net periodic benefit costs $ (1 ) $ — $ — $ 2 $ — $ (1 ) Pension benefits Postretirement Domestic Foreign For the six months ended December 31, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 4 $ 5 $ — $ — Interest costs on projected benefit obligations 6 8 15 23 2 2 Expected return on plan assets (9 ) (10 ) (28 ) (32 ) — — Amortization of deferred losses 2 2 8 7 — — Amortization of prior service (credits) — — — — (2 ) (3 ) Settlements, curtailments and other — — — (1 ) — — Net periodic benefits costs $ (1 ) $ — $ (1 ) $ 2 $ — $ (1 ) During the six months ended December 31, 2016 and 2015, the Company contributed approximately $19 million and $18 million, respectively, to its various pension and postretirement plans, of which $7 million was contributed in each of the three months ended December 31, 2016 and 2015. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12. INCOME TAXES At the end of each interim period, the Company estimates the annual effective 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. For the three months ended December 31, 2016, the Company recorded a tax benefit of $32 million on a pre-tax For the six months ended December 31, 2016, the Company recorded a tax benefit of $33 million on a pre-tax Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. Due to adverse trends in future expected performance of the Australian newspapers and the downward revision of Foxtel’s future outlook, management determined it was more likely than not that certain deferred tax assets in Australia would not be realized. The Company’s effective tax rate for the three months ended December 31, 2015 was lower than the U.S. statutory tax rate primarily due to the impact from foreign operations which are subject to lower tax rates, partially offset by the impact of nondeductible items. The Company’s effective tax rate for the six months ended December 31, 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 in the first quarter of fiscal 2016, as the Company now 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 $144 million upon reclassification of the Digital Education segment to discontinued operations in (Loss) income from discontinued operations, net of tax, in the Statement of Operations for the six months ended December 31, 2015. The Company’s tax returns are subject to on-going The Company paid gross income taxes of $69 million and $57 million during the six months ended December 31, 2016 and 2015, respectively, and received income tax refunds of nil and $1 million, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 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 in-store • 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 ® Co-brokerage SM ® TM • 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, impairment and restructuring charges, equity (losses) earnings of affiliates, interest, net, other, net, income tax benefit (expense) 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 non-operational For the three months For the six months 2016 2015 2016 2015 (in millions) Revenues: News and Information Services $ 1,303 $ 1,400 $ 2,525 $ 2,690 Book Publishing 466 446 855 855 Digital Real Estate Services 242 208 468 399 Cable Network Programming 104 106 232 230 Other 1 1 1 1 Total Revenues 2,116 2,161 4,081 4,175 Segment EBITDA: News and Information Services $ 142 $ 158 $ 188 $ 241 Book Publishing 75 57 123 99 Digital Real Estate Services 95 73 162 130 Cable Network Programming 51 39 65 67 Other (38 ) (47 ) (83 ) (92 ) Total Segment EBITDA 325 280 455 445 Depreciation and amortization (120 ) (123 ) (240 ) (244 ) Impairment and restructuring charges (356 ) (22 ) (376 ) (39 ) Equity (losses) earnings of affiliates (238 ) 15 (253 ) 23 Interest, net 15 11 22 23 Other, net 123 (6 ) 140 (1 ) (Loss) income from continuing operations before income tax benefit (expense) (251 ) 155 (252 ) 207 Income tax benefit (expense) 32 (49 ) 33 42 (Loss) income from continuing operations $ (219 ) $ 106 $ (219 ) $ 249 As of December 31, 2016 As of June 30, 2016 (in millions) Total assets: News and Information Services $ 6,527 $ 6,728 Book Publishing 1,870 1,855 Digital Real Estate Services 2,203 2,158 Cable Network Programming 1,093 1,101 Other (a) 902 1,371 Investments 1,932 2,270 Total assets $ 14,527 $ 15,483 (a) The Other segment primarily includes Cash and cash equivalents. As of December 31, 2016 As of June 30, 2016 (in millions) Goodwill and intangible assets, net: News and Information Services $ 2,953 $ 2,651 Book Publishing 825 869 Digital Real Estate Services 1,443 1,499 Cable Network Programming 864 898 Other 4 4 Total goodwill and intangible assets, net $ 6,089 $ 5,921 |
Additional Financial Informatio
Additional Financial Information | 6 Months Ended |
Dec. 31, 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 December 31, 2016 As of June 30, 2016 (in millions) Receivables $ 1,615 $ 1,442 Receivable associated with sale of REA Group’s European business (a) 140 — Allowance for sales returns (187 ) (170 ) Allowances for doubtful accounts (40 ) (43 ) Receivables, net $ 1,528 $ 1,229 (a) See Note 2—Acquisitions, Disposals and Other Transactions. The Company’s receivables did not contain significant concentrations of credit risk as of December 31, 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 As of (in millions) Inventory (a) $ 226 $ 218 Amounts due from 21st Century Fox (b) 53 55 Prepayments and other current assets 220 240 Total Other current assets $ 499 $ 513 (a) Inventory at December 31, 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 The following table sets forth the components of Other non-current As of As of (in millions) Royalty advances to authors $ 300 $ 311 Other 85 85 Total Other non-current $ 385 $ 396 Other Current Liabilities The following table sets forth the components of Other current liabilities: As of As of (in millions) Current tax payable $ 38 $ 33 Royalties and commissions payable 185 179 Current portion of long term debt 87 3 Other 250 251 Total Other current liabilities $ 560 $ 466 Other, net The following table sets forth the components of Other, net: For the three months ended For the six months ended 2016 2015 2016 2015 (in millions) Gain on sale of REA Group’s European business (a) $ 120 $ — $ 120 $ — Write-down of marketable securities (21 ) (21 ) Gain on sale of other businesses 11 — 11 — Gain on sale of equity method investments 11 — 17 — Other, net 2 (6 ) 13 (1 ) Total Other, net $ 123 $ (6 ) $ 140 $ (1 ) (a) The Company recorded a $120 million gain resulting from the sale of REA Group’s European business. See Note 2—Acquisitions, Disposals and Other Transactions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15. SUBSEQUENT EVENTS In January 2017, REA Group acquired an approximately 15% interest in Elara Technologies Pte. Ltd., a leading online real estate services provider in India (“Elara”), for $50 million. Elara operates PropTiger.com, Makaan.com and the recently acquired Housing.com, and the investment further strengthens REA Group’s presence in Asia. Following the completion of the investment and certain related transactions, including Elara’s acquisition of Housing.com, News Corporation’s pre-existing In February 2017, 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 is payable on April 19, 2017 to stockholders of record as of March 15, 2017. |
Description of Business and B23
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Dec. 31, 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, 2014-09”). 2014-09 2014-09 2016-08, 2016-08”). 2016-08 2016-10, 2016-10”). 2016-10 2016-12, 2016-12—Revenue 2016-12”). 2016-12 In January 2016, the FASB issued ASU 2016-01, 825-10): 2016-01”). 2016-01 2016-01 2016-01 In February 2016, the FASB issued ASU 2016-02, 2016-02”). 2016-02 2016-02 right-of-use 2016-02 2016-02 In March 2016, the FASB issued ASU 2016-09, 2016-09”). 2016-09 2016-09 2016-09 In June 2016, the FASB issued ASU 2016-13, 2016-13”). 2016-13 2016-13 2016-13 In August 2016, the FASB issued ASU 2016-15, 2016-15”). 2016-15 2016-15 2016-15 In October 2016, the FASB issued ASU 2016-16, 2016-16”). 2016-16 2016-16 2016-16 2016-16 In October 2016, the FASB issued ASU 2016-17, 2016-17”). 2016-17 2016-17 2016-17 In November 2016, the FASB issued ASU 2016-18, 2016-18”). 2016-18 beginning-of-period end-of-period 2016-18 2016-18 |
Acquisitions, Disposals and O24
Acquisitions, Disposals and Other Transactions (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
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 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Under the acquisition 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: Intangible assets $ 213 Goodwill 121 Net liabilities (49 ) Total net assets acquired $ 285 |
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 acquisition 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 ) Total net assets acquired $ 536 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Dec. 31, 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 For the six months 2016 2015 2016 2015 (in millions) Revenues $ — $ 1 $ — $ 27 Loss before income tax benefit — (29 ) — (151 ) Income tax benefit — 5 — 173 (Loss) income from discontinued operations, net of tax $ — $ (24 ) $ — $ 22 |
Summary of Cash Flows from Discontinued Operations | The following table summarizes the cash flows from discontinued operations: For the six months ended 2016 2015 (in millions) Net cash used in operating activities $ (3 ) $ (59 ) Net cash used in investing activities — 19 Net cash used in financing activities — — Net decrease in cash and cash equivalents $ (3 ) $ (40 ) |
Summary of Liabilities Held for Sale Related to Discontinued Operations | Liabilities held for sale related to discontinued operations as of December 31, 2016 and June 30, 2016 are included in Other current liabilities in the Balance Sheets as follows: As of December 31, 2016 As of June 30, 2016 (in millions) Current assets $ 1 $ 1 Non-current — — Total assets $ 1 $ 1 Current liabilities 5 7 Non-current — — Total liabilities $ 5 $ 7 Net liabilities held for sale $ (4 ) $ (6 ) |
Impairment and Restructuring 26
Impairment and Restructuring Charges (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2016 2015 One time Facility Other costs Total One time Facility Other costs Total (in millions) Balance, beginning of period $ 30 $ 5 $ 6 $ 41 $ 34 $ 5 $ 6 $ 45 Additions 47 — — 47 21 1 — 22 Payments (36 ) — — (36 ) (28 ) — — (28 ) Other — — — — — — — — Balance, end of period $ 41 $ 5 $ 6 $ 52 $ 27 $ 6 $ 6 $ 39 For the six months ended December 31, 2016 2015 One time Facility Other costs Total One time Facility Other costs Total (in millions) Balance, beginning of period $ 33 $ 5 $ 6 $ 44 $ 47 $ 5 $ 6 $ 58 Additions 67 — — 67 38 1 — 39 Payments (58 ) — — (58 ) (54 ) — — (54 ) Other (1 ) — — (1 ) (4 ) — — (4 ) Balance, end of period $ 41 $ 5 $ 6 $ 52 $ 27 $ 6 $ 6 $ 39 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Dec. 31, 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% $ 1,162 $ 1,437 Other equity method investments various 105 101 Loan receivable from Foxtel (b) N/A 325 338 Available-for-sale (c) various 126 189 Cost method investments (d) various 214 205 Total Investments $ 1,932 $ 2,270 (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash pay-TV In November 2012, the Company acquired CMH, a media investment company that operates in Australia. CMH owned a 25% interest in Foxtel through its 50% interest in FOX SPORTS Australia. The CMH acquisition was accounted for in accordance with ASC 805 “Business Combinations” which requires an acquirer to remeasure its previously held equity interest in an acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The carrying amount of the Company’s previously held equity interest in FOX SPORTS Australia, through which the Company held its indirect 25% interest in Foxtel, was revalued to fair value as of the acquisition date, resulting in a step-up non-cash Following the write-down, the carrying value of the Foxtel investment was approximately $1.2 billion at December 31, 2016. Any significant shortfall of the expected future cash flows of Foxtel could result in additional write-downs for which non-cash (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 ($325 million and $338 million as of December 31, 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 (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 As of As of (in millions) Cost basis of available-for-sale $ 125 $ 155 Accumulated gross unrealized gain 1 34 Accumulated gross unrealized loss — — Fair value of available-for-sale $ 126 $ 189 Net deferred tax (asset) liability $ — $ 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 For the six months ended 2016 2015 2016 2015 (in millions) (in millions) Foxtel (a) $ (233 ) $ 13 $ (244 ) $ 22 Other equity affiliates, net (5 ) 2 (9 ) 1 Total Equity (losses) earnings of affiliates $ (238 ) $ 15 $ (253 ) $ 23 (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash Additionally, in accordance with ASC 350, the Company amortized $18 million and $37 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 and six months ended December 31, 2016, respectively, and $13 million and $25 million in the corresponding periods of fiscal 2016, respectively. 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 six months ended 2016 2015 (in millions) Revenues $ 1,220 $ 1,185 Operating income (a) 184 184 Net income 40 94 (a) Includes Depreciation and amortization of $103 million and $111 million for the six months ended December 31, 2016 and 2015, respectively. Operating income before depreciation and amortization was $287 million and $295 million for the six months ended December 31, 2016 and 2015, respectively. |
Borrowings (Tables)
Borrowings (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | The Company’s total borrowings consist of the following: As of December 31, 2016 As of June 30, 2016 (in millions) Facility due December 2017 $ 86 $ 90 Facility due December 2018 86 90 Facility due December 2019 172 179 Other obligations 11 13 Total debt 355 372 Less: Current portion (a) (87 ) (3 ) Total long-term debt $ 268 $ 369 (a) The current portion of long term debt is included in Other current liabilities. See Note 14—Additional Financial Information. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Changes in Equity | The following table summarizes changes in equity: For the six months ended December 31, 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 (304 ) 85 (219 ) 238 33 271 Other comprehensive loss (261 ) (7 ) (268 ) (341 ) (4 ) (345 ) Dividends (59 ) (18 ) (77 ) (59 ) (15 ) (74 ) Stock repurchases — — — (16 ) — (16 ) Other 15 (5 ) 10 25 2 27 Balance, end of period $ 10,955 $ 273 $ 11,228 $ 11,792 $ 187 $ 11,979 |
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 six months ended 2016 2015 Cash dividend per share $ 0.10 $ 0.10 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 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 For the six months 2016 2015 2016 2015 (in millions, except per share amounts) (Loss) income from continuing operations $ (219 ) $ 106 $ (219 ) $ 249 Less: Net income attributable to noncontrolling interests (70 ) (19 ) (85 ) (33 ) Less: Redeemable preferred stock dividends (a) (1 ) (1 ) (1 ) (1 ) (Loss) income from continuing operations available to News Corporation stockholders (290 ) 86 (305 ) 215 (Loss) income from discontinued operations, net of tax, available to News Corporation stockholders — (24 ) — 22 Net (loss) income available to News Corporation stockholders $ (290 ) $ 62 $ (305 ) $ 237 Weighted-average number of shares of common stock outstanding—basic 581.4 581.2 581.1 581.1 Dilutive effect of equity awards (b) — 1.5 — 1.6 Weighted-average number of shares of common stock outstanding—diluted 581.4 582.7 581.1 582.7 (Loss) income from continuing operations available to News Corporation stockholders per share—basic and diluted $ (0.50 ) $ 0.15 $ (0.52 ) $ 0.37 (Loss) income from discontinued operations available to News Corporation stockholders per share—basic and diluted $ — $ (0.04 ) $ — $ 0.04 Net (loss) income available to News Corporation stockholders per share—basic and diluted $ (0.50 ) $ 0.11 $ (0.52 ) $ 0.41 (a) In connection with the Separation, as defined in Note 10, Twenty-First Century Fox, Inc. (“21st Century Fox”) sold 4,000 shares of cumulative redeemable preferred stock with a par value of $5,000 per share of a newly formed U.S. subsidiary of the Company. The preferred stock pays dividends at a rate of 9.5% per annum, payable quarterly. The preferred stock is callable by the Company at any time after the fifth year and is puttable at the option of the holder after 10 years. (b) The dilutive impact of the Company’s PSUs, RSUs and stock options has been excluded from the calculation of diluted (loss) earnings per share for the three and six months ended December 31, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Pension and Other Postretirem31
Pension and Other Postretirement Benefits (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 2 $ 3 $ — $ — Interest costs on projected benefit obligations 3 4 8 12 1 1 Expected return on plan assets (5 ) (5 ) (14 ) (16 ) — — Amortization of deferred losses 1 1 4 3 — — Amortization of prior service (credits) — — — — (1 ) (2 ) Settlements, curtailments and other — — — — — — Net periodic benefit costs $ (1 ) $ — $ — $ 2 $ — $ (1 ) Pension benefits Postretirement Domestic Foreign For the six months ended December 31, 2016 2015 2016 2015 2016 2015 (in millions) Service cost benefits earned during the period $ — $ — $ 4 $ 5 $ — $ — Interest costs on projected benefit obligations 6 8 15 23 2 2 Expected return on plan assets (9 ) (10 ) (28 ) (32 ) — — Amortization of deferred losses 2 2 8 7 — — Amortization of prior service (credits) — — — — (2 ) (3 ) Settlements, curtailments and other — — — (1 ) — — Net periodic benefits costs $ (1 ) $ — $ (1 ) $ 2 $ — $ (1 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue and Segment EBITDA from Segments to Consolidated | The following table reconciles Total Segment EBITDA to (Loss) Income from continuing operations. For the three months For the six months 2016 2015 2016 2015 (in millions) Revenues: News and Information Services $ 1,303 $ 1,400 $ 2,525 $ 2,690 Book Publishing 466 446 855 855 Digital Real Estate Services 242 208 468 399 Cable Network Programming 104 106 232 230 Other 1 1 1 1 Total Revenues 2,116 2,161 4,081 4,175 Segment EBITDA: News and Information Services $ 142 $ 158 $ 188 $ 241 Book Publishing 75 57 123 99 Digital Real Estate Services 95 73 162 130 Cable Network Programming 51 39 65 67 Other (38 ) (47 ) (83 ) (92 ) Total Segment EBITDA 325 280 455 445 Depreciation and amortization (120 ) (123 ) (240 ) (244 ) Impairment and restructuring charges (356 ) (22 ) (376 ) (39 ) Equity (losses) earnings of affiliates (238 ) 15 (253 ) 23 Interest, net 15 11 22 23 Other, net 123 (6 ) 140 (1 ) (Loss) income from continuing operations before income tax benefit (expense) (251 ) 155 (252 ) 207 Income tax benefit (expense) 32 (49 ) 33 42 (Loss) income from continuing operations $ (219 ) $ 106 $ (219 ) $ 249 |
Reconciliation of Assets from Segments to Consolidated | As of December 31, 2016 As of June 30, 2016 (in millions) Total assets: News and Information Services $ 6,527 $ 6,728 Book Publishing 1,870 1,855 Digital Real Estate Services 2,203 2,158 Cable Network Programming 1,093 1,101 Other (a) 902 1,371 Investments 1,932 2,270 Total assets $ 14,527 $ 15,483 (a) The Other segment primarily includes Cash and cash equivalents. |
Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated | As of December 31, 2016 As of June 30, 2016 (in millions) Goodwill and intangible assets, net: News and Information Services $ 2,953 $ 2,651 Book Publishing 825 869 Digital Real Estate Services 1,443 1,499 Cable Network Programming 864 898 Other 4 4 Total goodwill and intangible assets, net $ 6,089 $ 5,921 |
Additional Financial Informat33
Additional Financial Information (Tables) | 6 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Receivables, Net | Receivables, net consist of: As of December 31, 2016 As of June 30, 2016 (in millions) Receivables $ 1,615 $ 1,442 Receivable associated with sale of REA Group’s European business (a) 140 — Allowance for sales returns (187 ) (170 ) Allowances for doubtful accounts (40 ) (43 ) Receivables, net $ 1,528 $ 1,229 (a) See Note 2—Acquisitions, Disposals and Other Transactions. |
Components of Other Current Assets | The following table sets forth the components of Other current assets: As of As of (in millions) Inventory (a) $ 226 $ 218 Amounts due from 21st Century Fox (b) 53 55 Prepayments and other current assets 220 240 Total Other current assets $ 499 $ 513 (a) Inventory at December 31, 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 As of As of (in millions) Royalty advances to authors $ 300 $ 311 Other 85 85 Total Other non-current $ 385 $ 396 |
Components of Other Current Liabilities | The following table sets forth the components of Other current liabilities: As of As of (in millions) Current tax payable $ 38 $ 33 Royalties and commissions payable 185 179 Current portion of long term debt 87 3 Other 250 251 Total Other current liabilities $ 560 $ 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 For the six months ended 2016 2015 2016 2015 (in millions) Gain on sale of REA Group’s European business (a) $ 120 $ — $ 120 $ — Write-down of marketable securities (21 ) (21 ) Gain on sale of other businesses 11 — 11 — Gain on sale of equity method investments 11 — 17 — Other, net 2 (6 ) 13 (1 ) Total Other, net $ 123 $ (6 ) $ 140 $ (1 ) (a) The Company recorded a $120 million gain resulting from the sale of REA Group’s European business. See Note 2—Acquisitions, Disposals and Other Transactions. |
Acquisitions, Disposals and O34
Acquisitions, Disposals and Other Transactions - Additional Information (Detail) £ / shares in Units, € in Millions, £ in Millions, AUD in Millions | Sep. 30, 2015USD ($) | Sep. 30, 2015GBP (£) | Sep. 30, 2016USD ($) | Sep. 30, 2016GBP (£)£ / shares | May 31, 2016USD ($) | Feb. 29, 2016USD ($)Tranche | Feb. 29, 2016AUDTranche | Jul. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2016 | Sep. 30, 2015GBP (£) | |||
Schedule Of Business Acquisitions And Divestitures [Line Items] | |||||||||||||||||||
Restricted cash | $ 0 | $ 0 | $ 315,000,000 | ||||||||||||||||
Pre-tax gain of sale of business | [1] | 120,000,000 | $ 0 | $ 120,000,000 | $ 0 | ||||||||||||||
REA Group [Member] | |||||||||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | |||||||||||||||||||
Company ownership percentage | 61.60% | 61.60% | |||||||||||||||||
Cash consideration of sale of business | $ 140,000,000 | [2] | € 133 | 0 | [2] | ||||||||||||||
Pre-tax gain of sale of business | 120,000,000 | $ 120,000,000 | |||||||||||||||||
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% | |||||||||||||||||
Business acquisition, cost of acquired entity, cash paid | $ 340,000,000 | AUD 482 | |||||||||||||||||
Minority interest ownership redeemable year | 2,018 | 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 | $ 23,000,000 | ||||||||||||||||
Restricted cash | 0 | 0 | |||||||||||||||||
Business acquisition purchase price allocation, amortizable intangible assets | $ 213,000,000 | ||||||||||||||||||
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 | 178,000,000 | 178,000,000 | |||||||||||||||||
Wireless Group plc [Member] | Trademarks [Member] | |||||||||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | |||||||||||||||||||
Business acquisition purchase price allocation, non-amortizable intangible assets | 27,000,000 | 27,000,000 | |||||||||||||||||
Wireless Group plc [Member] | Customer Relationships [Member] | |||||||||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | |||||||||||||||||||
Business acquisition purchase price allocation, amortizable intangible assets | 8,000,000 | $ 8,000,000 | |||||||||||||||||
Finite lived intangible assets, weighted average useful life | 6 years | 6 years | |||||||||||||||||
Unruly Holdings Limited [Member] | |||||||||||||||||||
Schedule Of Business Acquisitions And Divestitures [Line Items] | |||||||||||||||||||
Business acquisition, cost of acquired entity | $ 90,000,000 | £ 60 | |||||||||||||||||
Future cash consideration related to contingent payments | 86,000,000 | £ 56 | |||||||||||||||||
Future consideration related to contingent payments | 40,000,000 | ||||||||||||||||||
Business acquisition purchase price allocation, goodwill amount | 68,000,000 | ||||||||||||||||||
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 | $ 30,000,000 | |||||||||||||||||
[1] | The Company recorded a $120 million gain resulting from the sale of REA Group's European business. See Note 2-Acquisitions, Disposals and Other Transactions. | ||||||||||||||||||
[2] | See Note 2-Acquisitions, Disposals and Other Transactions. |
Acquisitions, Disposals and O35
Acquisitions, Disposals and Other Transactions - Schedule of Total Transaction Value/ Fair Value of Acquisition (Detail) - Wireless Group plc [Member] - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Cash paid for Wireless Group equity | $ 285 | |
Plus: Assumed debt | 23 | $ 23 |
Total transaction value | $ 308 |
Acquisitions, Disposals and O36
Acquisitions, Disposals and Other Transactions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Feb. 29, 2016 |
Assets acquired: | ||||
Goodwill | $ 3,791 | $ 3,714 | ||
Wireless Group plc [Member] | ||||
Assets acquired: | ||||
Intangible assets | $ 213 | |||
Goodwill | 121 | |||
Net liabilities | (49) | |||
Total net assets acquired | $ 285 | |||
iProperty Group Limited [Member] | ||||
Assets acquired: | ||||
Intangible assets | $ 72 | |||
Goodwill | 498 | |||
Net liabilities | (34) | |||
Total net assets acquired | $ 536 |
Acquisitions, Disposals and O37
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 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Pre-tax non-cash impairment charge | $ 310 | $ 0 | |||
Severance and Lease Termination Costs [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss before income tax benefit | $ 17 | 17 | |||
Digital Education [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss before income tax benefit | $ 0 | $ (29) | $ 0 | $ (151) | |
Assets of discontinued operations [Member] | Digital Education [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Pre-tax non-cash impairment charge | $ 76 | ||||
Income tax benefit discontinued operations | $ 144 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results of Operations from Discontinued Segment (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) income from discontinued operations, net of tax | $ 0 | $ (24) | $ 0 | $ 22 |
Digital Education [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 0 | 1 | 0 | 27 |
Loss before income tax benefit | 0 | (29) | 0 | (151) |
Income tax benefit | 0 | 5 | 0 | 173 |
(Loss) income from discontinued operations, net of tax | $ 0 | $ (24) | $ 0 | $ 22 |
Discontinued Operations - Sum40
Discontinued Operations - Summary of Results of Operations and Cash Flows from Discontinued Operations (Detail) - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net decrease in cash and cash equivalents | $ (3) | $ (40) |
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) | (59) |
Net cash used in investing activities | 0 | 19 |
Net cash used in financing activities | 0 | 0 |
Net decrease in cash and cash equivalents | $ (3) | $ (40) |
Discontinued Operations - Sum41
Discontinued Operations - Summary of Liabilities Held for Sale Related to Discontinued Operations (Detail) - Digital Education [Member] - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets | $ 1 | $ 1 |
Non-current assets | 0 | 0 |
Total assets | 1 | 1 |
Current liabilities | 5 | 7 |
Non-current liabilities | 0 | 0 |
Total liabilities | 5 | 7 |
Net liabilities held for sale | $ (4) | $ (6) |
Impairment and Restructuring 42
Impairment and Restructuring Charges - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 47,000,000 | $ 22,000,000 | $ 67,000,000 | $ 39,000,000 | |
Non-cash impairment charge | 310,000,000 | 0 | |||
Long lived assets | 1,981,000,000 | $ 1,981,000,000 | $ 2,405,000,000 | ||
Fair value control premium | 10.00% | ||||
Goodwill and indefinite lived intangible assets as risk | $ 2,400,000,000 | ||||
Australian Newspapers [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash impairment charge | 310,000,000 | ||||
Long lived assets | 420,000,000 | 420,000,000 | |||
Long lived assets | 375,000,000 | 375,000,000 | |||
Long lived assets | 30,000,000 | $ 30,000,000 | |||
Discount rates | 11.50% | ||||
Trade Names [Member] | Australian Newspapers [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash impairment charge | 18,000,000 | $ 18,000,000 | |||
Presses and Print Related Equipment [Member] | Australian Newspapers [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash impairment charge | 149,000,000 | 149,000,000 | |||
Capitalized Software [Member] | Australian Newspapers [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash impairment charge | $ 66,000,000 | $ 66,000,000 | |||
Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Discount rates | 9.00% | ||||
Long-term growth rates | 1.60% | ||||
Royalty rates | 1.50% | ||||
Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Discount rates | 10.00% | ||||
Goodwill, fair value in excess of carrying value | 5.00% | 5.00% | |||
Long-term growth rates | 3.00% | ||||
Royalty rates | 2.50% | ||||
Dow Jones [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Expected annualized cost reduction | $ 100,000,000 | ||||
Dow Jones [Member] | Minimum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 30,000,000 | ||||
Dow Jones [Member] | Maximum [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 40,000,000 | ||||
Facilities [Member] | Australian Newspapers [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Non-cash impairment charge | $ 77,000,000 | 77,000,000 | |||
Other Current Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities, current | 42,000,000 | 42,000,000 | |||
Other Non-Current Liabilities [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liabilities, non-current | 10,000,000 | 10,000,000 | |||
News and Information Services [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 47,000,000 | $ 20,000,000 | 66,000,000 | $ 32,000,000 | |
Goodwill and indefinite lived intangible assets as risk | 1,900,000,000 | ||||
Cable Network Programming [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill and indefinite lived intangible assets as risk | $ 500,000,000 |
Impairment and Restructuring 43
Impairment and Restructuring Charges - Schedule of Changes in Restructuring Program Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Liabilities, Beginning Balance | $ 41 | $ 45 | $ 44 | $ 58 |
Additions | 47 | 22 | 67 | 39 |
Payments | (36) | (28) | (58) | (54) |
Other | 0 | 0 | (1) | (4) |
Restructuring Liabilities, Ending Balance | 52 | 39 | 52 | 39 |
One Time Employee Termination Benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Liabilities, Beginning Balance | 30 | 34 | 33 | 47 |
Additions | 47 | 21 | 67 | 38 |
Payments | (36) | (28) | (58) | (54) |
Other | 0 | 0 | (1) | (4) |
Restructuring Liabilities, Ending Balance | 41 | 27 | 41 | 27 |
Facility Related Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Liabilities, Beginning Balance | 5 | 5 | 5 | 5 |
Additions | 0 | 1 | 0 | 1 |
Payments | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Restructuring Liabilities, Ending Balance | 5 | 6 | 5 | 6 |
Other Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Liabilities, Beginning Balance | 6 | 6 | 6 | 6 |
Additions | 0 | 0 | 0 | 0 |
Payments | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Restructuring Liabilities, Ending Balance | $ 6 | $ 6 | $ 6 | $ 6 |
Investments - Schedule of Inves
Investments - Schedule of Investments (Detail) AUD in Millions, $ in Millions | Dec. 31, 2016USD ($) | Dec. 31, 2016AUD | Jun. 30, 2016USD ($) | Jun. 30, 2016AUD | |||
Schedule of Investments [Line Items] | |||||||
Available-for-sale securities | [1] | $ 126 | $ 189 | ||||
Cost method investments | [2] | 214 | 205 | ||||
Total Investments | 1,932 | 2,270 | |||||
Foxtel [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity method investment carrying value | [3] | 1,162 | 1,437 | ||||
Loan receivable from Foxtel | $ 325 | [4] | AUD 451 | 338 | [4] | AUD 451 | |
Equity method investment, ownership percentage | [3] | 50.00% | 50.00% | ||||
Other Equity Method Investments [Member] | |||||||
Schedule of Investments [Line Items] | |||||||
Equity method investment carrying value | $ 105 | $ 101 | |||||
[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. During the three months ended December 31, 2016, the Company participated in an entitlement offer for $21 million and its interest was diluted from 14.99% to 13.23%. 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] | (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash write-down of the carrying value of its investment in Foxtel to fair value. As a result of Foxtel's performance in the first half of fiscal 2017 and the competitive operating environment in the Australian pay-TV market, the Company revised its future outlook for the business, which resulted in a reduction in expected future cash flows. Based on the revised projections, the Company determined that the fair value of its investment in Foxtel declined below its $1.4 billion carrying value, which includes the gain recognized in connection with the acquisition of Consolidated Media Holdings Ltd. ("CMH"). Significant unobservable inputs utilized in the income approach valuation method were a discount rate of 9.0% and a long-term growth rate of 2.5%. Significant unobservable inputs utilized in the market approach valuation methods were EBITDA multiples from guideline public companies operating in similar industries and a control premium of 10%. In November 2012, the Company acquired CMH, a media investment company that operates in Australia. CMH owned a 25% interest in Foxtel through its 50% interest in FOX SPORTS Australia. The CMH acquisition was accounted for in accordance with ASC 805 "Business Combinations" which requires an acquirer to remeasure its previously held equity interest in an acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The carrying amount of the Company's previously held equity interest in FOX SPORTS Australia, through which the Company held its indirect 25% interest in Foxtel, was revalued to fair value as of the acquisition date, resulting in a step-up and non-cash gain of approximately $1.3 billion for the fiscal year ended June 30, 2013, of which $0.9 billion related to Foxtel. Following the write-down, the carrying value of the Foxtel investment was approximately $1.2 billion at December 31, 2016. Any significant shortfall of the expected future cash flows of Foxtel could result in additional write-downs for which non-cash charges would be required. | ||||||
[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 ($325 million and $338 million as of December 31, 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 Inv45
Investments - Schedule of Investments (Parenthetical) (Detail) AUD in Millions, $ in Millions | Jun. 30, 2013USD ($) | Nov. 30, 2012 | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016AUD | Jun. 30, 2016AUD | Jun. 22, 2016 | Jun. 21, 2016 | ||||
Schedule of Investments [Line Items] | |||||||||||||
Fair value control premium | 10.00% | ||||||||||||
Foxtel [Member] | |||||||||||||
Schedule of Investments [Line Items] | |||||||||||||
Investments written-off | $ 227 | $ 227 | |||||||||||
Equity investment carrying value prior to impairment | $ 1,400 | $ 1,400 | |||||||||||
Discount rates | 9.00% | ||||||||||||
Long-term growth rates | 2.50% | ||||||||||||
Fair value control premium | 10.00% | ||||||||||||
Equity method investment ownership percentage | [1] | 50.00% | 50.00% | 50.00% | |||||||||
Equity method investment carrying value | [1] | $ 1,162 | $ 1,162 | $ 1,437 | |||||||||
Loan receivable from Foxtel | $ 325 | [2] | $ 325 | [2] | $ 338 | [2] | AUD 451 | AUD 451 | |||||
Foxtel [Member] | Consolidated Media Holdings Ltd. [Member] | |||||||||||||
Schedule of Investments [Line Items] | |||||||||||||
Business acquisition date | Nov. 30, 2012 | ||||||||||||
Equity method investment ownership percentage | 25.00% | ||||||||||||
Fox Sports [Member] | Consolidated Media Holdings Ltd. [Member] | |||||||||||||
Schedule of Investments [Line Items] | |||||||||||||
Equity method investment ownership percentage | 50.00% | ||||||||||||
Business acquisition recognized gain resulting from remeasurement of previously held equity interest | $ 1,300 | ||||||||||||
Ownership percentage | 25.00% | ||||||||||||
Fox Sports Foxtel CMH [Member] | |||||||||||||
Schedule of Investments [Line Items] | |||||||||||||
Business acquisition recognized gain resulting from remeasurement of previously held equity interest | $ 900 | ||||||||||||
APN [Member] | |||||||||||||
Schedule of Investments [Line Items] | |||||||||||||
Ownership interest percentage on investment | 13.23% | 13.23% | 14.99% | 13.23% | 14.99% | ||||||||
Purchase price of ownership interest | $ 21 | $ 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] | (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash write-down of the carrying value of its investment in Foxtel to fair value. As a result of Foxtel's performance in the first half of fiscal 2017 and the competitive operating environment in the Australian pay-TV market, the Company revised its future outlook for the business, which resulted in a reduction in expected future cash flows. Based on the revised projections, the Company determined that the fair value of its investment in Foxtel declined below its $1.4 billion carrying value, which includes the gain recognized in connection with the acquisition of Consolidated Media Holdings Ltd. ("CMH"). Significant unobservable inputs utilized in the income approach valuation method were a discount rate of 9.0% and a long-term growth rate of 2.5%. Significant unobservable inputs utilized in the market approach valuation methods were EBITDA multiples from guideline public companies operating in similar industries and a control premium of 10%. In November 2012, the Company acquired CMH, a media investment company that operates in Australia. CMH owned a 25% interest in Foxtel through its 50% interest in FOX SPORTS Australia. The CMH acquisition was accounted for in accordance with ASC 805 "Business Combinations" which requires an acquirer to remeasure its previously held equity interest in an acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The carrying amount of the Company's previously held equity interest in FOX SPORTS Australia, through which the Company held its indirect 25% interest in Foxtel, was revalued to fair value as of the acquisition date, resulting in a step-up and non-cash gain of approximately $1.3 billion for the fiscal year ended June 30, 2013, of which $0.9 billion related to Foxtel. Following the write-down, the carrying value of the Foxtel investment was approximately $1.2 billion at December 31, 2016. Any significant shortfall of the expected future cash flows of Foxtel could result in additional write-downs for which non-cash charges would be required. | ||||||||||||
[2] | 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 ($325 million and $338 million as of December 31, 2016 and June 30, 2016, respectively). The subordinated shareholder notes can be repaid beginning in July 2022 provided that Foxtel's senior debt has been repaid. The subordinated shareholder notes have a maturity date of July 15, 2027, with interest payable on June 30 each year and at maturity. On June 22, 2016, Foxtel and Foxtel's shareholders agreed to modify the terms of the loan receivable to reduce the interest rate from 12% to 10.5%, to more closely align with current market rates. Upon maturity, the principal advanced will be repayable. |
Investments - Schedule of Avail
Investments - Schedule of Available-for-Sale Investments (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Investments Schedule [Abstract] | |||
Cost basis of available-for-sale investments | $ 125 | $ 155 | |
Accumulated gross unrealized gain | 1 | 34 | |
Accumulated gross unrealized loss | 0 | 0 | |
Fair value of available-for-sale investments | [1] | 126 | 189 |
Net deferred tax (asset) liability | $ 0 | $ 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. During the three months ended December 31, 2016, the Company participated in an entitlement offer for $21 million and its interest was diluted from 14.99% to 13.23%. APN operates a portfolio of Australian radio and outdoor media assets. |
Investments - Schedule of (Loss
Investments - Schedule of (Losses) Earnings of Equity Affiliates (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Equity (losses) earnings of affiliates | $ (238) | $ 15 | $ (253) | $ 23 | |
Foxtel [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity (losses) earnings of affiliates | [1] | (233) | 13 | (244) | 22 |
Other Equity Affiliates, Net [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity (losses) earnings of affiliates | $ (5) | $ 2 | $ (9) | $ 1 | |
[1] | (a) During the three months ended December 31, 2016, the Company recognized a $227 million non-cash write-down of the carrying value of its investment in Foxtel to fair value. The write-down is reflected in Equity (losses) earnings of affiliates in the Statements of Operations for the three and six months ended December 31, 2016. Refer to the discussion above for further details. Additionally, in accordance with ASC 350, the Company amortized $18 million and $37 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 and six months ended December 31, 2016, respectively, and $13 million and $25 million in the corresponding periods of fiscal 2016, respectively. Such amortization is reflected in Equity (losses) earnings of affiliates in the Statements of Operations. The increase in amortization expense recognized by the Company in the current year period was offset by a corresponding decrease in amortization expense recognized by Foxtel as certain intangible assets were fully amortized in fiscal 2016. |
Investments - Schedule of (Lo48
Investments - Schedule of (Losses) Earnings of Equity Affiliates (Parenthetical) (Detail) - Foxtel [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investments written-off | $ 227 | $ 227 | ||
Equity (Losses) Earnings of Affiliates [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Amortization of excess basis allocated to finite-lived intangible assets | $ 18 | $ 13 | $ 37 | $ 25 |
Investments - Schedule of Summa
Investments - Schedule of Summarized Financial Information (Detail) - Foxtel [Member] - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | $ 1,220 | $ 1,185 | |
Operating income | [1] | 184 | 184 |
Net income | $ 40 | $ 94 | |
[1] | Includes Depreciation and amortization of $103 million and $111 million for the six months ended December 31, 2016 and 2015, respectively. Operating income before depreciation and amortization was $287 million and $295 million for the six months ended December 31, 2016 and 2015, respectively. |
Investments - Schedule of Sum50
Investments - Schedule of Summarized Financial Information (Parenthetical) (Detail) - Foxtel [Member] - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Depreciation and amortization | $ 103 | $ 111 |
Operating income before depreciation and amortization | $ 287 | $ 295 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Millions | 6 Months Ended |
Dec. 31, 2016USD ($) | |
Foxtel [Member] | |
Investment [Line Items] | |
Increase (Decrease) in revenue | $ 35 |
Percentage of increase in revenues | 3.00% |
Presto Operations [Member] | |
Investment [Line Items] | |
Increase (Decrease) in revenue | $ 26 |
Ten Network Holdings [Member] | |
Investment [Line Items] | |
Increase (Decrease) in revenue | $ 22 |
Borrowings - Schedule of Borrow
Borrowings - Schedule of Borrowings (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | |||
Total debt | $ 355 | $ 372 | |
Less: Current portion | [1] | (87) | (3) |
Total long-term debt | 268 | 369 | |
Facility Due December 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 86 | 90 | |
Facility Due December 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 86 | 90 | |
Facility Due December 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 172 | 179 | |
Other Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 11 | $ 13 | |
[1] | The current portion of long term debt is included in Other current liabilities. See Note 14-Additional Financial Information. |
Borrowings - Additional Informa
Borrowings - Additional Information (Detail) | Dec. 31, 2016USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 29, 2016AUD |
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 2.70% | 2.70% | 2.70% | ||
Interest paid | $ 2,000,000 | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Net leverage ratio | 325.00% | 325.00% | 325.00% | ||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest coverage ratio | 300.00% | ||||
REA Group [Member] | |||||
Debt Instrument [Line Items] | |||||
Lenders' fees | $ 1,000,000 | ||||
Weighted average interest rate | 2.80% | 2.80% | 2.80% | ||
Interest paid | $ 5,000,000 | ||||
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 | 900,000,000 | ||
Amounts drawn under credit facility | 0 | 0 | 0 | ||
Unsecured revolving credit facility available amount | 650,000,000 | 650,000,000 | 650,000,000 | ||
Letters of credit sublimit under credit facility | $ 100,000,000 | $ 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% | ||||
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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes In Equity [Line Items] | ||||
Balance, beginning of period | $ 11,782 | $ 12,116 | ||
Net (loss) income | $ (219) | $ 82 | (219) | 271 |
Other comprehensive loss | (311) | 105 | (268) | (345) |
Dividends | (77) | (74) | ||
Stock repurchases | 0 | (16) | ||
Other | 10 | 27 | ||
Balance, end of period | 11,228 | 11,979 | 11,228 | 11,979 |
News Corporation Stockholders [Member] | ||||
Changes In Equity [Line Items] | ||||
Balance, beginning of period | 11,564 | 11,945 | ||
Net (loss) income | (304) | 238 | ||
Other comprehensive loss | (261) | (341) | ||
Dividends | (59) | (59) | ||
Stock repurchases | 0 | (16) | ||
Other | 15 | 25 | ||
Balance, end of period | 10,955 | 11,792 | 10,955 | 11,792 |
Noncontrolling Interests [Member] | ||||
Changes In Equity [Line Items] | ||||
Balance, beginning of period | 218 | 171 | ||
Net (loss) income | 85 | 33 | ||
Other comprehensive loss | (7) | (4) | ||
Dividends | (18) | (15) | ||
Stock repurchases | 0 | 0 | ||
Other | (5) | 2 | ||
Balance, end of period | $ 273 | $ 187 | $ 273 | $ 187 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | Feb. 03, 2017 | Feb. 28, 2017 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 03, 2017 | May 31, 2013 |
Class of Stock [Line Items] | |||||||
Aggregate cost of shares repurchased | $ 0 | $ 16,000,000 | |||||
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 | $ 429,000,000 | |||||
Dividend declaration date | 2017-02 | ||||||
Dividend payable date | Apr. 19, 2017 | ||||||
Dividend record date | Mar. 15, 2017 | ||||||
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 | ||||||
Cash dividend declared | $ 0.10 | ||||||
Class B Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Cash dividend declared | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Class B Common Stock [Member] | Subsequent Event [Member] | |||||||
Class of Stock [Line Items] | |||||||
Cash dividend declared | $ 0.10 |
Equity - Summary of Dividends D
Equity - Summary of Dividends Declared Per Share (Detail) - $ / shares | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 11 | $ 14 | $ 31 | $ 31 |
Performance Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units granted | 100,000 | 300,000 | 5,300,000 | 4,000,000 |
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 | 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 | 100,000 | 300,000 | 3,900,000 | 2,900,000 |
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 | 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 | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Earnings Per Share [Abstract] | |||||
(Loss) income from continuing operations | $ (219) | $ 106 | $ (219) | $ 249 | |
Less: Net income attributable to noncontrolling interests | (70) | (19) | (85) | (33) | |
Less: Redeemable preferred stock dividends | [1] | (1) | (1) | (1) | (1) |
(Loss) income from continuing operations available to News Corporation stockholders | (290) | 86 | (305) | 215 | |
(Loss) income from discontinued operations, net of tax, available to News Corporation stockholders | 0 | (24) | 0 | 22 | |
Net (loss) income available to News Corporation stockholders | $ (290) | $ 62 | $ (305) | $ 237 | |
Weighted-average number of shares of common stock outstanding-basic | 581.4 | 581.2 | 581.1 | 581.1 | |
Dilutive effect of equity awards | [2] | 0 | 1.5 | 0 | 1.6 |
Weighted-average number of shares of common stock outstanding-diluted | 581.4 | 582.7 | 581.1 | 582.7 | |
(Loss) income from continuing operations available to News Corporation stockholders per share-basic and diluted | $ (0.50) | $ 0.15 | $ (0.52) | $ 0.37 | |
(Loss) income from discontinued operations available to News Corporation stockholders per share-basic and diluted | 0 | (0.04) | 0 | 0.04 | |
Net (loss) income available to News Corporation stockholders per share-basic and diluted | $ (0.50) | $ 0.11 | $ (0.52) | $ 0.41 | |
[1] | In connection with the Separation, as defined in Note 10, Twenty-First Century Fox, Inc. ("21st Century Fox") sold 4,000 shares of cumulative redeemable preferred stock with a par value of $5,000 per share of a newly formed U.S. subsidiary of the Company. The preferred stock pays dividends at a rate of 9.5% per annum, payable quarterly. The preferred stock is callable by the Company at any time after the fifth year and is puttable at the option of the holder after 10 years. | ||||
[2] | The dilutive impact of the Company's PSUs, RSUs and stock options have been excluded from the calculation of diluted (loss) earnings per share for the three and six months ended December 31, 2016 because their inclusion would have an antidilutive effect on the net loss per share. |
Earnings Per Share - Computat59
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Parenthetical) (Detail) - Redeemable Preferred Stock [Member] | 6 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Preferred stock sold | shares | 4,000 |
Preferred stock, par value | $ / shares | $ 5,000 |
Preferred stock dividend rate | 9.50% |
Call Option [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Preferred stock redemption period | 5 years |
Put Option [Member] | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Preferred stock redemption period | 10 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 29, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Loss Contingencies [Line Items] | |||||||
Litigation amount payment to plaintiffs | $ 250 | $ 250 | $ 0 | ||||
Litigation settlement | $ 30 | ||||||
Selling, general and administrative expenses, net | $ 665 | $ 688 | 1,343 | 1,338 | |||
Other current assets | 499 | 499 | $ 513 | ||||
U.K. Newspaper Matters [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Selling, general and administrative expenses, net | 2 | $ 7 | 4 | $ 12 | |||
Litigation liability accrued | 97 | 97 | |||||
U.K. Newspaper Matters Indemnification [Member] | 21st Century Fox [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Other current assets | $ 53 | $ 53 |
Pension and Other Postretirem61
Pension and Other Postretirement Benefits - Schedule of Components of Net Periodic Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Domestic Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost benefits earned during the period | $ 0 | $ 0 | $ 0 | $ 0 |
Interest costs on projected benefit obligations | 3 | 4 | 6 | 8 |
Expected return on plan assets | (5) | (5) | (9) | (10) |
Amortization of deferred losses | 1 | 1 | 2 | 2 |
Amortization of prior service (credits) | 0 | 0 | 0 | 0 |
Settlements, curtailments and other | 0 | 0 | 0 | 0 |
Net periodic benefit costs | (1) | 0 | (1) | 0 |
Foreign Pension Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost benefits earned during the period | 2 | 3 | 4 | 5 |
Interest costs on projected benefit obligations | 8 | 12 | 15 | 23 |
Expected return on plan assets | (14) | (16) | (28) | (32) |
Amortization of deferred losses | 4 | 3 | 8 | 7 |
Amortization of prior service (credits) | 0 | 0 | 0 | 0 |
Settlements, curtailments and other | 0 | 0 | 0 | (1) |
Net periodic benefit costs | 0 | 2 | (1) | 2 |
Postretirement Benefits [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost benefits earned during the period | 0 | 0 | 0 | 0 |
Interest costs on projected benefit obligations | 1 | 1 | 2 | 2 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of deferred losses | 0 | 0 | 0 | 0 |
Amortization of prior service (credits) | (1) | (2) | (2) | (3) |
Settlements, curtailments and other | 0 | 0 | 0 | 0 |
Net periodic benefit costs | $ 0 | $ (1) | $ 0 | $ (1) |
Pension and Other Postretirem62
Pension and Other Postretirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pension and Postretirement Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Company contributions made to various plans | $ 7 | $ 7 | $ 19 | $ 18 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||
Income tax benefit | $ (32,000,000) | $ 49,000,000 | $ (33,000,000) | $ (42,000,000) |
Change in valuation allowance tax benefit | 106,000,000 | |||
Income taxes paid | 69,000,000 | 57,000,000 | ||
Income tax refunds | 0 | 1,000,000 | ||
REA Group [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit | (32,000,000) | (33,000,000) | ||
Income tax loss due to effective tax rate | 251,000,000 | 252,000,000 | ||
Income tax adjustment due to non-cash write-down of assets and investments | $ 121,000,000 | $ 121,000,000 | ||
Tax Benefits of Discontinued Operations [Member] | Digital Education [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax benefit discontinued operations | $ 144,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2016CountryBrandDistributorSegment | |
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 | 6 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 2,116 | $ 2,161 | $ 4,081 | $ 4,175 |
Total revenues | 2,116 | 2,161 | 4,081 | 4,175 |
Total Segment EBITDA | 325 | 280 | 455 | 445 |
Depreciation and amortization | (120) | (123) | (240) | (244) |
Impairment and restructuring charges | (356) | (22) | (376) | (39) |
Equity (losses) earnings of affiliates | (238) | 15 | (253) | 23 |
Interest, net | 15 | 11 | 22 | 23 |
Other, net | 123 | (6) | 140 | (1) |
(Loss) income from continuing operations before income tax benefit (expense) | (251) | 155 | (252) | 207 |
Income tax benefit (expense) | 32 | (49) | 33 | 42 |
(Loss) income from continuing operations | (219) | 106 | (219) | 249 |
News and Information Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,303 | 1,400 | 2,525 | 2,690 |
Total Segment EBITDA | 142 | 158 | 188 | 241 |
Book Publishing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 466 | 446 | 855 | 855 |
Total Segment EBITDA | 75 | 57 | 123 | 99 |
Digital Real Estate Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 242 | 208 | 468 | 399 |
Total Segment EBITDA | 95 | 73 | 162 | 130 |
Cable Network Programming [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 104 | 106 | 232 | 230 |
Total Segment EBITDA | 51 | 39 | 65 | 67 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1 | 1 | 1 | 1 |
Total Segment EBITDA | $ (38) | $ (47) | $ (83) | $ (92) |
Segment Information - Reconci66
Segment Information - Reconciliation of Assets from Segments to Consolidated (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Investments | $ 1,932 | $ 2,270 | |
Total assets | 14,527 | 15,483 | |
News and Information Services [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 6,527 | 6,728 | |
Book Publishing [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,870 | 1,855 | |
Digital Real Estate Services [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 2,203 | 2,158 | |
Cable Network Programming [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 1,093 | 1,101 | |
Other [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | [1] | $ 902 | $ 1,371 |
[1] | The Other segment primarily includes Cash and cash equivalents. |
Segment Information - Reconci67
Segment Information - Reconciliation of Goodwill and Intangible Assets from Segments to Consolidated (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | $ 6,089 | $ 5,921 |
News and Information Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 2,953 | 2,651 |
Book Publishing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 825 | 869 |
Digital Real Estate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 1,443 | 1,499 |
Cable Network Programming [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | 864 | 898 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total goodwill and intangible assets, net | $ 4 | $ 4 |
Additional Financial Informat68
Additional Financial Information - Components of Receivables, Net (Detail) € in Millions, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Jun. 30, 2016USD ($) | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivables | $ 1,615 | $ 1,442 | |||
Allowance for sales returns | (187) | (170) | |||
Allowances for doubtful accounts | (40) | (43) | |||
Receivables, net | 1,528 | 1,229 | |||
REA Group [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable associated with sale of REA Group's European business | $ 140 | [1] | € 133 | $ 0 | [1] |
[1] | See Note 2-Acquisitions, Disposals and Other Transactions. |
Additional Financial Informat69
Additional Financial Information - Components of Other Current Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Assets, Current [Abstract] | |||
Inventory | [1] | $ 226 | $ 218 |
Amounts due from 21st Century Fox | [2] | 53 | 55 |
Prepayments and other current assets | 220 | 240 | |
Total Other current assets | $ 499 | $ 513 | |
[1] | Inventory at December 31, 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 Informat70
Additional Financial Information - Components of Other Non-Current Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 |
Assets, Noncurrent [Abstract] | ||
Royalty advances to authors | $ 300 | $ 311 |
Other | 85 | 85 |
Total Other non-current assets | $ 385 | $ 396 |
Additional Financial Informat71
Additional Financial Information - Components of Other Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Jun. 30, 2016 | |
Liabilities, Current [Abstract] | |||
Current tax payable | $ 38 | $ 33 | |
Royalties and commissions payable | 185 | 179 | |
Current portion of long term debt | [1] | 87 | 3 |
Other | 250 | 251 | |
Total Other current liabilities | $ 560 | $ 466 | |
[1] | The current portion of long term debt is included in Other current liabilities. See Note 14-Additional Financial Information. |
Additional Financial Informat72
Additional Financial Information - Components of Other, Net Included in Statements of Operations (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Other Income and Expenses [Abstract] | |||||
Gain on sale of REA Group's European business | [1] | $ 120 | $ 0 | $ 120 | $ 0 |
Write-down of marketable securities | (21) | 0 | (21) | 0 | |
Gain on sale of other businesses | 11 | 0 | 11 | 0 | |
Gain on sale of equity method investments | 11 | 0 | 17 | 0 | |
Other, net | 2 | (6) | 13 | (1) | |
Total Other, net | $ 123 | $ (6) | $ 140 | $ (1) | |
[1] | The Company recorded a $120 million gain resulting from the sale of REA Group's European business. See Note 2-Acquisitions, Disposals and Other Transactions. |
Additional Financial Informat73
Additional Financial Information - Components of Other, Net Included in Statements of Operations (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Components of Other Income (Expense) [Line Items] | |||||
Gain on sale of REA Group's European business | [1] | $ 120 | $ 0 | $ 120 | $ 0 |
REA Group [Member] | |||||
Components of Other Income (Expense) [Line Items] | |||||
Gain on sale of REA Group's European business | $ 120 | $ 120 | |||
[1] | The Company recorded a $120 million gain resulting from the sale of REA Group's European business. See Note 2-Acquisitions, Disposals and Other Transactions. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2017 | Jan. 31, 2017 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Subsequent Event [Line Items] | |||||
Dividend declaration date | 2016-08 | ||||
Dividend payable date | Oct. 19, 2016 | ||||
Dividend record date | Sep. 14, 2016 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividend declaration date | 2017-02 | ||||
Dividend payable date | Apr. 19, 2017 | ||||
Dividend record date | Mar. 15, 2017 | ||||
Elara [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Company ownership percentage | 23.00% | ||||
REA Group [Member] | |||||
Subsequent Event [Line Items] | |||||
Company ownership percentage | 61.60% | ||||
REA Group [Member] | Elara [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Interest acquired | 15.00% | ||||
Business acquisition, cost of acquired entity | $ 50 | ||||
Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.10 | $ 0.10 | $ 0.10 | ||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.10 | ||||
Class B Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.10 | $ 0.10 | $ 0.10 | ||
Class B Common Stock [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.10 |