# Table	of	Contents

# UNITED	STATES

# SECURITIES	AND	EXCHANGE	COMMISSION

(Mark	One)

☒ ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

☐ TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# NEWS	CORPORATION

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of

incorporation	or	organization)

1211	Avenue	of	the	Americas,	New	York,	New	York

(Address	of	principal	executive	offices)

Registrant's	telephone	number,	including	area	code	(212)	416-3400

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	class

Class	A	Common	Stock,	par	value	$0.01	per	share

Class	B	Common	Stock,	par	value	$0.01	per	share

Class	A	Preferred	Stock	Purchase	Rights

Class	B	Preferred	Stock	Purchase	Rights

(I.R.S.	Employer Identification	No.)

(Zip	Code)

Name	of	each	exchange	on	which	registered

The	NASDAQ	Global	Select	Market

# Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

# (Title	of	class)

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		☒				No		☐

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.				Yes		☐				No		☒

Indicate	by	check	mark	whether	the	registrant:	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90 days.				Yes		☒				No		☐

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was required	to	submit	and	post	such	files).				Yes		☒				No		☐

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	(§229.405	of	this	chapter)	is	not	contained	herein,	and	will	not	be contained,	to	the	best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment to	this	Form	10-K.		☒

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	smaller	reporting	company,	or	an	emerging growth	company.	See	the	definitions	of	"large	accelerated	filer,"	"accelerated	filer,"	"smaller	reporting	company,"	and	"emerging	growth	company"	in	Rule	12b-2	of	the Exchange	Act.

Large	accelerated	filer 	 ☒

Non-accelerated	filer 	 ☐		(Do	not	check	if	a	smaller	reporting	company)

		 Accelerated	filer 	 ☐

		 Smaller	reporting	company 	 ☐

		 Emerging	growth	company

If	an	emerging	growth	company,	indicate	by	check	mark	if	the	registrant	has	elected	not	to	use	the	extended	transition	period	for	complying	with	any	new	or	revised financial	accounting	standards	provided	pursuant	to	Section	13(a)	of	the	Exchange	Act.		☐

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Act).				Yes		☐				No		☒

As	of	December	30,	2016,	the	last	business	day	of	the	registrant's	most	recently	completed	second	fiscal	quarter,	the	aggregate	market	value	of	the	registrant's Class	A	Common	Stock,	par	value	$0.01	per	share,	held	by	non-affiliates	was	approximately	$4,349,929,638,	based	upon	the	closing	price	of	$11.46	per	share	as	quoted on	The	NASDAQ	Stock	Market	on	that	date,	and	the	aggregate	market	value	of	the	registrant's	Class	B	Common	Stock,	par	value	$0.01	per	share,	held	by	non-affiliates was	approximately	$1,426,670,174,	based	upon	the	closing	price	of	$11.80	per	share	as	quoted	on	The	NASDAQ	Stock	Market	on	that	date.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Certain	information	required	for	Part	III	of	this	Annual	Report	on	Form	10-K	is	incorporated	by	reference	to	the	News	Corporation	definitive	Proxy	Statement	for its	2017	Annual	Meeting	of	Stockholders,	which	shall	be	filed	with	the	Securities	and	Exchange	Commission	pursuant	to	Regulation	14A	of	the	Securities	Exchange	Act of	1934,	as	amended,	within	120	days	of	News	Corporation's	fiscal	year	end.

# PART	I

# PART	II

# PART	III

# ITEM	1.	BUSINESS

# OVERVIEW

# The	Company

News	Corporation	(the	"Company,"	"News	Corp,"	"we,"	"us,"	or	"our")	is	a	global	diversified	media	and	information	services	company	focused	on	creating	and distributing	authoritative	and	engaging	content	to	consumers	and	businesses	throughout	the	world.	The	Company	comprises	businesses	across	a	range	of	media, including:	news	and	information	services,	book	publishing,	digital	real	estate	services,	cable	network	programming	in	Australia	and	pay-TV	distribution	in	Australia, that	are	distributed	under	some	of	the	world's	most	recognizable	and	respected	brands,	including	The	Wall	Street	Journal,	Dow	Jones,	The	Australian,	Herald	Sun,	The ®

to	premium	content	makes	its	properties	a	trusted	source	of	news	and	information	and	a	premier	destination	for	consumers	across	various	media.	Many	of	these properties	deliver	broad	reach	and	high	audience	engagement	levels	in	their	respective	markets,	making	them	attractive	advertising	vehicles	for	the	Company's advertising	customers.

The	Company	delivers	its	premium	content	to	consumers	across	numerous	distribution	platforms	consisting	not	only	of	traditional	print	and	television,	but	also	through an	array	of	digital	platforms	including	websites,	applications	for	mobile	devices	and	tablets,	social	media	and	e-book	devices.	The	Company	is	focused	on	pursuing integrated	strategies	across	its	businesses	to	continue	to	capitalize	on	the	growth	in	digital	consumption	of	high-quality	content.	The	Company	believes	that	the increasing	number	of	media	choices	and	formats	will	allow	it	to	continue	to	deliver	its	content	in	a	more	engaging,	timely	and	personalized	manner,	provide opportunities	to	more	effectively	monetize	its	content	via	strong	customer	relationships	and	more	compelling	and	engaging	advertising	solutions	and	reduce	its	physical production	and	distribution	costs	as	it	continues	to	focus	on	its	digital	platforms.

The	Company's	diversified	revenue	base	consists	of	advertising	sales,	recurring	subscriptions,	circulation	copies,	sales	of	real	estate	listing	products,	licensing	fees, affiliate	fees,	direct	sales	and	sponsorship	sales.	The	Company	manages	its	businesses	to	take	advantage	of	opportunities	to	share	technologies	and	practices	across geographies	and	businesses	and	bundle	selected	offerings	to	provide	greater	value	to	consumers	and	advertising	partners.	Headquartered	in	New	York,	the	Company operates	primarily	in	the	United	States,	Australia	and	the	U.K.,	and	its	content	is	distributed	and	consumed	worldwide.	The	Company's	operations	are	organized	into five	reporting	segments:	(i)	News	and	Information	Services;	(ii)	Book	Publishing;	(iii)	Digital	Real	Estate	Services;	(iv)	Cable	Network	Programming;	and	(v)	Other, which	includes	the	Company's	general	corporate	overhead	expenses,	corporate	Strategy	and	Creative	Group	and	costs	related	to	the	U.K.	Newspaper	Matters,	as	defined in	"Item	3.	Legal	Proceedings."	The	Company	also	owns	a	50%	stake	in	Foxtel,	the	largest	pay-TV	provider	in	Australia,	which	is	accounted	for	as	an	equity investment.

The	Company	maintains	a	52-53	week	fiscal	year	ending	on	the	Sunday	nearest	to	June	30	in	each	year.	Fiscal	2017,	fiscal	2016	and	fiscal	2015	included	52,	53	and	52 weeks,	respectively.	Unless	otherwise	noted,	all	references	to	the	fiscal	years	ended	June	30,	2017,	June	30,	2016	and	June	30,	2015	relate	to	the	fiscal	years	ended July	2,	2017,	July	3,	2016	and	June	28,	2015,	respectively.	For	convenience	purposes,	the	Company	continues	to	date	its	financial	statements	as	of	June	30.

# Corporate	Information

News	Corporation	is	a	Delaware	corporation	originally	organized	on	December	11,	2012	in	connection	with	its	separation	(the	"Separation")	from	Twenty-First	Century Fox,	Inc.	(formerly	named	News	Corporation)	("21st	Century	Fox"),	which	was	completed	on	June	28,	2013	(the	"Distribution	Date").	In	connection	with	the Separation,	the	Company	assumed	the	name	"News	Corporation."	Unless	otherwise	indicated,	references	in	this

Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	June	30,	2017	(the	"Annual	Report")	to	the	"Company,"	"News	Corp,"	"we,"	"us,"	or	"our"	means	News Corporation	and	its	subsidiaries.	The	Company's	principal	executive	offices	are	located	at	1211	Avenue	of	the	Americas,	New	York,	New	York	10036,	and	its telephone	number	is	(212)	416-3400.	The	Company's	Class	A	and	Class	B	Common	Stock	are	listed	on	The	NASDAQ	Global	Select	Market	("NASDAQ")	under	the trading	symbols	"NWSA"	and	"NWS,"	respectively,	and	CHESS	Depositary	Interests	("CDIs")	representing	the	Company's	Class	A	and	Class	B	Common	Stock	are listed	on	the	Australian	Securities	Exchange	("ASX")	under	the	trading	symbols	"NWSLV"	and	"NWS,"	respectively.	More	information	regarding	the	Company	is available	on	its	website	at	www.newscorp.com,	including	the	Company's	Annual	Reports	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q,	Current	Reports	on	Form	8- K	and	amendments	to	those	reports	filed	or	furnished	pursuant	to	Section	13(a)	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	as	amended	(the	"Exchange	Act"), which	are	available,	free	of	charge,	as	soon	as	reasonably	practicable	after	the	material	is	electronically	filed	with	or	furnished	to	the	Securities	and	Exchange Commission	("SEC").

# Special	Note	Regarding	Forward-Looking	Statements

This	document	and	any	documents	incorporated	by	reference	into	this	Annual	Report,	including	"Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition and	Results	of	Operations,"	contain	statements	that	constitute	"forward-looking	statements"	within	the	meaning	of	Section	21E	of	the	Exchange	Act	and	Section	27A	of the	Securities	Act	of	1933,	as	amended.	All	statements	that	are	not	statements	of	historical	fact	are	forward-looking	statements.	The	words	"expect,"	"estimate," "anticipate,"	"predict,"	"believe"	and	similar	expressions	and	variations	thereof	are	intended	to	identify	forward-looking	statements.	These	statements	appear	in	a number	of	places	in	this	document	and	include	statements	regarding	the	intent,	belief	or	current	expectations	of	the	Company,	its	directors	or	its	officers	with	respect	to, among	other	things,	trends	affecting	the	Company's	financial	condition	or	results	of	operations	and	the	outcome	of	contingencies	such	as	litigation	and	investigations. Readers	are	cautioned	that	any	forward-looking	statements	are	not	guarantees	of	future	performance	and	involve	risks	and	uncertainties.	More	information	regarding these	risks,	uncertainties	and	other	important	factors	that	could	cause	actual	results	to	differ	materially	from	those	in	the	forward-looking	statements	is	set	forth	under the	heading	"Item	1A.	Risk	Factors"	in	this	Annual	Report.	The	Company	does	not	ordinarily	make	projections	of	its	future	operating	results	and	undertakes	no obligation	(and	expressly	disclaims	any	obligation)	to	publicly	update	or	revise	any	forward-looking	statements,	whether	as	a	result	of	new	information,	future	events	or otherwise,	except	as	required	by	law.	Readers	should	carefully	review	this	document	and	the	other	documents	filed	by	the	Company	with	the	SEC.	This	section	should be	read	together	with	the	Consolidated	Financial	Statements	of	News	Corporation	(the	"Financial	Statements")	and	related	notes	set	forth	elsewhere	in	this	Annual Report.

# BUSINESS	OVERVIEW

The	Company's	five	reporting	segments	are	described	below.	In	addition,	the	Company	owns	a	50%	stake	in	Foxtel,	which	is	accounted	for	as	an	equity	investment.	For financial	information	regarding	the	Company's	segments	and	operations	in	geographic	areas,	see	Note	19	to	the	Financial	Statements.	For	information	regarding revenues	generated	by	the	principal	products	and	services	of	each	segment,	refer	to	"Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results of	Operations."

|  | Revenues | EBITDA |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| News\tand\tInformation\tServices | $5,069 | $414 |
| Book\tPublishing | 1,636 | 199 |
| Digital\tReal\tEstate\tServices | 938 | 324 |
| Cable\tNetwork\tProgramming | 494 | 123 |
| Other | 2 | (175) |
| Total | $8,139 | $885 |

# News	and	Information	Services

The	Company's	News	and	Information	Services	segment	consists	primarily	of	Dow	Jones,	News	Corp	Australia,	News	UK,	the	New	York	Post	and	News	America Marketing.	This	segment	also	includes	Unruly	Holdings	Limited	("Unruly"),	a	leading	global	video	advertising	distribution	platform,	Wireless	Group,	operator	of talkSPORT,	the	leading	sports	radio	network	in	the	U.K.,	and	Storyful	Limited	("Storyful"),	a	social	media	content	agency	that	enables	the	Company	to	source	real-time video	content	through	social	media	platforms.	The	News	and	Information	Services	segment	generates	revenue	primarily	through	sales	of	print	and	digital	advertising	and circulation	and	subscriptions	to	its	print	and	digital	products.	Advertising	revenues	at	the	News	and	Information	Services	segment	are	subject	to	seasonality,	with revenues	typically	being	highest	in	the	Company's	second	fiscal	quarter	due	to	the	end-of-year	holiday	season	in	its	main	operating	geographies.

# Dow	Jones

Dow	Jones	is	a	global	provider	of	news	and	business	information,	which	distributes	its	content	and	data	through	a	variety	of	media	channels	including	newspapers, newswires,	websites,	applications	for	mobile	devices,	tablets	and	e-book	readers,	newsletters,	magazines,	proprietary	databases,	conferences	and	video.	Dow	Jones's products,	which	target	individual	consumer	and	enterprise	customers,	include	The	Wall	Street	Journal,	Factiva,	Dow	Jones	Risk	&	Compliance,	Dow	Jones	Newswires, Barron's,	MarketWatch,	Dow	Jones	PEVC	and	DJX.	Dow	Jones's	revenue	is	diversified	across	business-to-consumer	and	business-to-business	subscriptions, circulation,	advertising	and	licensing	fees	for	its	print	and	digital	products.

# Consumer	Products

Through	its	premier	brands	and	authoritative	journalism,	Dow	Jones's	products	targeting	individual	consumers	provide	insights,	research	and	understanding	that	enable customers	to	stay	informed	and	make	educated	financial	decisions.	With	a	focus	on	the	financial	markets,	investing	and	other	professional	services,	many	of	these products	offer	advertisers	an	attractive	customer	demographic.	Products	targeting	consumers	include	the	following:

•The	Wall	Street	Journal	(WSJ).	WSJ,	Dow	Jones's	flagship	product,	is	available	in	print,	online	and	across	multiple	mobile,	tablet	and	e-book	devices.	WSJ covers	national	and	international	news	and	provides	analysis,	commentary	and	opinions	on	a	wide	range	of	topics,	including	business	developments	and trends,	economics,	financial	markets,	investing,	science	and	technology,	lifestyle,	culture	and	sports.	WSJ's	print	products	are	printed	at	plants	located around	the	U.S.,	including	eight	owned	by	the	Company.	WSJ	sells	regional	advertising	in	three	major	U.S.	regional	editions	(Eastern,	Central	and	Western) and	21	smaller	sub-regional	editions.	WSJ's	digital	products	offer	both	free	and	premium	content	and	are	comprised	of	WSJ.com,	WSJ	mobile	products, including	a	responsive	design	website	and	applications	for	multiple	mobile	devices	(WSJ	Mobile),	and	live	and	on-demand	video	through	WSJ.com	and other	platforms	such	as	YouTube,	Internet-connected	television	and	set-top	boxes	(WSJ	Video).	For	the	12	months	ended	June	30,	2017,	WSJ	Mobile (including	WSJ.com	accessed	via	mobile	devices,	as	well	as	applications)	accounted	for	approximately	54%	of	visits	to	WSJ's	digital	news	and	information products	according	to	Adobe	Analytics.

•	 Dow	Jones	Media	Group.	The	Dow	Jones	Media	Group	focuses	on	Dow	Jones	consumer	brands	outside	of	The	Wall	Street	Journal	franchise,	including Barron's	and	MarketWatch,	among	other	properties.

Barron's.	Barron's,	which	is	available	in	print,	online	and	on	multiple	mobile,	tablet	and	e-book	devices,	delivers	news,	analysis,	investigative reporting,	company	profiles	and	insightful	statistics	for	investors	and	others	interested	in	the	investment	world.

MarketWatch.	MarketWatch	is	an	investing	and	financial	news	website	targeting	active	investors.	It	also	provides	real-time	commentary	and investment	tools	and	data.	Products	include	mobile	and

tablet	applications,	a	mobile	site	and	MarketWatch	Premium	Newsletters	(paid	newsletters	on	a	variety	of	investing	topics).

•The	Wall	Street	Journal	Digital	Network	(WSJDN).	WSJDN	offers	advertisers	the	opportunity	to	reach	Dow	Jones's	audience	across	a	number	of	brands, including	the	WSJ.com,	Barrons.com	and	MarketWatch.com	websites.

The	following	table	provides	information	regarding	issue	sales	and	subscriptions	for	certain	Dow	Jones	consumer	products.

|  | Average |  | Average |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Global | Average | Global | Average |
|  | Issue | Global | Issue | Global |
| (in\t000's) | Sales^(2) | Subscriptions | Sales^(2) | Subscriptions |
| Print^(3) | \t 1,240 | 1,007 | 305 | 292 |
| Digital\tOnly | \t 1,281 | 1,270 | 152 | 152 |
| Total | \t 2,521 | 2,277 | 457 | 444 |

Based	on	internal	data	for	the	period	from	April	3,	2017	to	July	2,	2017,	with	independent	assurance	provided	by	Pricewaterhouse	Coopers	LLP	UK. (1)

Average	Global	Issue	Sales	includes	subscription	and	non-subscription	categories.	Non-subscription	categories	include,	but	are	not	limited	to,	single	copy (newsstand)	sales	and	copies	purchased	by	hotels	for	distribution	to	guests. (2)

In	addition	to	their	print	and	digital-only	products,	The	Wall	Street	Journal	and	Barron's	sell	print	and	digital	products	bundled	into	one	subscription,	which	is counted	only	once,	under	"Print,"	in	the	table	above. (3)

The	following	table	provides	information	regarding	the	digital	platforms	for	certain	Dow	Jones	consumer	products.

Includes	visits	via	websites	and	mobile	device	and	tablet	applications	based	on	Adobe	Analytics	for	the	12	months	ended	June	30,	2017. (1)

# Professional	Information	Products

Dow	Jones's	professional	information	products,	which	target	enterprise	customers,	combine	news	and	information	with	technology	and	tools	that	inform	decisions	and aid	awareness,	research	and	understanding.	These	products	are	designed	to	be	integral	to	the	success	of	Dow	Jones's	enterprise	customers,	and	Dow	Jones	expects	to continue	to	build	strong	customer	relationships	by	providing	high	levels	of	service	and	continued	innovation	through	news,	data	and	tools	that	meet	its	customers' specific	needs.	These	products	include	the	following:

•	 Knowledge	and	Insight.	Dow	Jones	Knowledge	and	Insight	products	provide	data	and	analysis	from	curated	sources	and	include:

Factiva.	Factiva	is	a	leading	provider	of	global	business	content,	built	on	an	archive	of	important,	original	publishing	sources.	This	combination	of business	news	and	information,	plus	sophisticated	tools,	helps	professionals	find,	monitor,	interpret	and	share	essential	information.	As	of	June	30, 2017,	there	were	approximately	1.2	million	activated	Factiva	users,	including	both	institutional	and	individual	accounts.	Factiva	offers	content from	over	32,000	global	news	and	information	sources	from	nearly	200	countries	and	in	28	languages.	Factiva	leverages	complex

metadata	extraction	and	text	mining	to	help	its	customers	build	precise	searches	and	alerts	to	access	and	monitor	this	data.

Dow	Jones	PEVC.	Dow	Jones	PEVC	products	provide	news	and	deal	data	on	venture	capital	and	private	equity-backed	private	companies	and their	investors	to	help	venture	capital	and	private	equity	professionals,	financial	services	professionals	and	other	service	providers	identify	deal	and partnership	opportunities,	perform	due	diligence	and	examine	trends	in	venture	capital	and	private	equity	investment,	fund-raising	and	liquidity.

DJX.	DJX	is	comprised	of	a	bundle	of	underlying	products,	including	Factiva,	Dow	Jones	Newswires,	certain	PEVC	products,	including	Venture Source	and	LP	Source,	certain	Risk	&	Compliance	products,	WSJ.com	and	Barrons.com.

•	 Dow	Jones	Risk	&	Compliance.	Dow	Jones	Risk	&	Compliance	products	provide	data	solutions	for	customers	focused	on	anti-corruption,	anti-money laundering,	monitoring	embargo	and	sanction	lists	and	other	compliance	requirements.	Dow	Jones's	solutions	allow	customers	to	filter	their	business transactions	against	its	data	to	identify	regulatory,	corporate	and	reputational	risk,	and	request	follow-up	due	diligence	reports.	Products	include	online	risk data	and	negative	news	searching	tools	such	as	Risk	Database	Search/Research/Premium	and	the	Risk	&	Compliance	Portal	for	batch	screening.	Feed services	include	Dow	Jones	Watchlist,	Dow	Jones	Anti-Corruption,	Dow	Jones	Sanction	Alert	and	Adverse	Media	Entities.	In	addition,	Dow	Jones	produces customized	Due	Diligence	Reports	to	assist	its	clients	with	regulatory	compliance.

•	 Dow	Jones	Newswires.	Dow	Jones	Newswires	distributes	real-time	business	news,	information,	analysis,	commentary	and	statistical	data	to	financial professionals	and	investors	worldwide.	It	publishes,	on	average,	over	15,000	news	items	each	day,	which	are	distributed	via	terminals,	trading	platforms	and websites	reaching	hundreds	of	thousands	of	financial	professionals.	This	content	also	reaches	millions	of	individual	investors	via	customer	portals	and	the intranets	of	brokerage	and	trading	firms,	as	well	as	digital	media	publishers.

# News	Corp	Australia

News	Corp	Australia	is	one	of	the	leading	news	and	information	providers	in	Australia	by	readership	and	circulation,	owning	over	200	newspapers	covering	a	national, regional	and	suburban	footprint.	As	of	December	31,	2016,	its	daily,	Sunday,	weekly	and	bi-weekly	newspapers	accounted	for	more	than	63%	of	the	total	circulation	of newspapers	in	Australia,	and	during	the	year	ended	May	31,	2017,	its	Sunday	newspaper	network	was	read	by	approximately	3.2	million	Australians	on	average	every week.	In	addition,	its	digital	mastheads	and	other	websites	are	among	the	leading	digital	news	properties	in	Australia	based	on	monthly	unique	audience	data.

News	Corp	Australia's	news	portfolio	includes	The	Australian	and	The	Weekend	Australian	(National),	The	Daily	Telegraph	and	The	Sunday	Telegraph	(Sydney), Herald	Sun	and	Sunday	Herald	Sun	(Melbourne),	The	Courier	Mail	and	The	Sunday	Mail	(Brisbane)	and	The	Advertiser	and	Sunday	Mail	(Adelaide),	as	well	as	paid digital	platforms	for	each.	In	addition,	News	Corp	Australia	owns	a	large	number	of	community	newspapers	in	all	major	capital	cities	and	leading	regional	publications in	Cairns,	Gold	Coast,	Townsville	and	Geelong	and	in	the	other	capital	cities	of	Hobart	and	Darwin.	In	December	2016,	News	Corp	Australia	also	acquired	Australian Regional	Media	("ARM"),	which	operates	a	portfolio	of	regional	print	assets	and	websites	that	extends	the	reach

of	its	Australian	newspaper	business.	The	following	table	provides	information	regarding	key	properties	within	News	Corp	Australia's	portfolio:

Based	on	Audit	Bureau	of	Circulation	("ABC")	data	for	the	year	ended	December	31,	2016. (1)

For	the	month	of	May	2017,	based	on	Enhanced	Media	Metrics	Australia	("EMMA")	average	monthly	print	data	for	the	year	ended	May	31,	2017	and	Nielsen desktop,	mobile	and	tablet	audience	data	for	May	2017.	EMMA	data	incorporates	more	frequent	sampling	and	combines	both	online	usage	derived	from	Nielsen data	and	print	usage	into	a	single	metric	that	removes	any	audience	overlap. (3)

News	Corp	Australia's	broad	portfolio	of	digital	properties	also	includes	news.com.au,	the	leading	general	interest	site	in	Australia	that	provides	breaking	news,	finance, entertainment,	lifestyle,	technology	and	sports	news	and	delivers	an	average	monthly	unique	audience	of	approximately	5.7	million	based	on	Nielsen	monthly	total audience	ratings	for	the	year	ended	June	30,	2017.	In	addition,	News	Corp	Australia	owns	other	premier	properties	such	as	taste.com.au,	a	leading	food	and	recipe	site, and	kidspot.com.au,	a	leading	parenting	website,	as	well	as	various	other	digital	media	assets.	As	of	June	30,	2017,	News	Corp	Australia's	other	assets	included	a 13.40%	interest	in	HT&E	Limited	(formerly	APN	News	and	Media	Limited),	which	operates	a	portfolio	of	Australian	radio	and	outdoor	media	assets,	a	13.75%	interest in	SEEKAsia	Limited,	which	operates	leading	online	employment	marketplaces	throughout	Southeast	Asia,	and	a	25%	interest	in	Hipages	Group	Pty	Ltd.,	which operates	a	leading	on-demand	home	improvement	services	marketplace.

# News	UK

News	UK	publishes	The	Sun,	The	Sun	on	Sunday,	The	Times	and	The	Sunday	Times,	which	are	leading	newspapers	in	the	U.K.	As	of	June	30,	2017,	sales	of	these	four titles	accounted	for	approximately	one-third	of	all	national	newspaper	sales	in	the	U.K,	and	The	Sun	is	the	most	read	national	newspaper	in	the	U.K.	News	UK's newspapers	(except	some	Saturday	and	Sunday	supplements)	are	printed	at	News	UK's	world-class	printing	facilities	in	England,	Scotland	and	Ireland.	In	addition	to revenue	from	the	sale	of	advertising,	circulation	and	subscriptions	to	its	print	and	digital	products,	News	UK	generates	revenue	by	providing	third	party	printing	services through	these	facilities	and	is	one	of	the	largest	contract	printers	in	the	U.K.	News	UK	also	distributes	content	through	its	digital	platforms,	including	its	websites, thesun.co.uk,	thetimes.co.uk	and	thesundaytimes.co.uk,	as	well	as	mobile	and	tablet	applications.	News	UK's	online	and	mobile	offerings	include	the	rights	to	show English	Premier	League	Football,	English	Premiership	Rugby	Union	and	UEFA	Champions	League	and	Europa	League	match	clips	across	its	digital	platforms.	In addition,	News	UK	has	assembled	a

portfolio	of	complementary	ancillary	product	offerings,	including	Sun	Bingo	and	Sun	Bets,	an	online	sports	betting	service.	The	following	table	provides	information regarding	News	UK's	news	portfolio:

|  |  |  |  | Online	Global |
| :--- | :--- | :--- | :--- | :--- |
|  | Average\t\tIssue\nReadership^(1) | Average\tDaily\tPaid\nPrint\tCirculation^(2) | Paid\tSubscribers^(3) | Monthly\tUnique\nVisitors^(5) |
| The\tSun\t(Mon\t–\tSat) | 3,405,000 | 1,600,910 | N/A | 85\tmillion |
| The\tSun\ton\tSunday | 3,007,000 | 1,359,334 | N/A |  |
| The\tTimes\t(Mon\t–\tSat) | 1,092,000 | 448,905 | 180,000\t(print)^(4) | N/A |
|  |  |  | 171,000\t(digital) |  |
| The\tSunday\tTimes | 1,830,000 | 791,360 | 213,000\t(print)^(4) | N/A |

Based	on	National	Readership	Survey	/	Audience	Measurement	for	Publishers	(75%	/	25%	blend)	data	for	the	six	months	ended	March	31,	2017. (1)

In	addition	to	their	print	and	digital-only	products,	The	Times	and	The	Sunday	Times	sell	print	and	digital	products	bundled	into	one	subscription,	which	is	counted only	once,	under	"print,"	in	the	table	above. (4)

Based	on	ABC	Electronic	(Omniture)	data	for	the	month	ended	June	30,	2017. (5)

# New	York	Post

NYP	Holdings	("NYP")	is	the	publisher	of	the	New	York	Post	(the	"Post"),	NYPost.com,	PageSix.com,	Decider.com	and	related	mobile	and	tablet	applications	and social	media	channels.	The	Post	is	the	oldest	continuously	published	daily	newspaper	in	the	U.S.,	with	a	focus	on	coverage	of	the	New	York	metropolitan	area.	The	Post provides	a	variety	of	general	interest	content	ranging	from	breaking	news	to	business	analysis,	and	is	known	in	particular	for	its	comprehensive	sports	coverage,	famous headlines	and	its	iconic	Page	Six	section,	an	authority	on	celebrity	news.	The	print	version	of	the	Post	is	primarily	distributed	in	New	York,	where	it	is	printed	in	a printing	facility	in	the	Bronx,	as	well	as	throughout	the	Northeast,	Florida	and	California,	where	it	uses	Dow	Jones's	printing	facilities	or	third	party	printers.	For	the three	months	ended	June	30,	2017,	average	weekday	circulation	based	on	Alliance	for	Audited	Media	data,	including	mobile	and	tablet	application	digital	editions,	was 413,452.	In	addition,	the	Post	Digital	Network,	which	includes	NYPost.com,	PageSix.com	and	Decider.com,	reached	approximately	68.9	million	unique	users	on average	each	month	during	the	quarter	ended	June	30,	2017	according	to	Google	Analytics.	NYP	also	co-produces	"Page	Six	TV,"	a	daily	television	show	modeled	after the	Post's	Page	Six	section	and	delivering	in-the-know	gossip	and	news	from	entertainment,	culture,	the	media,	finance,	real	estate	and	politics.

# News	America	Marketing

News	America	Marketing	("NAM")	is	the	premier	marketing	partner	of	some	of	the	world's	most	well-known	brands,	and	its	broad	network	of	shopper	media,	incentive platforms	and	custom	merchandising	services	influences	the	purchasing	decisions	of	online	and	offline	shoppers	across	the	U.S.	and	Canada.	NAM's	marketing solutions	are	available	via	multiple	distribution	channels,	including	publications,	in	stores	and	online,	primarily	under	the	SmartSource	brand	name	and	through	the Checkout	51	mobile	application.

NAM	provides	customers	with	solutions	across	the	shopper's	path	to	purchase,	focusing	primarily	on	the	following	three	business	areas:

•	 Home-Delivered:	NAM	is	one	of	the	leading	providers	of	home-delivered	shopper	media,	including	free-standing	inserts	and	direct	mail	products.	Free- standing	inserts	are	multiple-page	marketing	booklets	containing	coupons,	rebates	and	other	consumer	offers,	which	are	distributed	to	millions	of	households under	the	SmartSource	Magazine ®	brand	through	insertion	primarily	into	local	Sunday

publications.	Advertisers,	primarily	packaged	goods	companies,	pay	NAM	to	produce	free-standing	inserts	where	their	offers	are	featured,	often	on	an exclusive	basis	within	their	product	category.	NAM	contracts	with	and	pays	publishers	as	well	as	printers,	among	others,	to	produce	and/or	distribute	free- standing	inserts	in	their	papers.

•In-Store	Advertising	and	Merchandising:	NAM	is	a	leading	provider	of	in-store	marketing	products	and	services,	primarily	to	consumer	packaged	goods manufacturers.	NAM's	marketing	products	include	at-shelf	advertising	such	as	coupon,	information	and	sample-dispensing	machines,	as	well	as	floor	and shopping	cart	advertising,	among	others,	and	are	found	in	thousands	of	shopping	locations,	including	supermarkets,	drug	stores,	dollar	stores,	office	supply stores,	mass	merchandisers	and	specialty	stores	across	North	America.	NAM	also	provides	in-store	merchandising	services,	including	production	and installation	of	instant-redeemable	coupons,	on-pack	stickers,	shipper	assembly,	display	set-up	and	refilling,	shelf	management	and	new	product	cut-ins.

•	 Mobile/Digital:	NAM's	digital	marketing	solutions	include	SmartSource	Digital,	which	encompasses	secure	printable	couponing,	load-to-card	couponing, targeted	email	campaigns	and	programmatic	digital	display,	and	the	Checkout	51	mobile	application,	a	leading	receipt	recognition	application	that	enables packaged	goods	companies	and	brands	to	reach	consumers	with	highly	personalized	marketing	campaigns.

NAM	believes	its	programs	have	key	advantages	when	compared	to	other	marketing	options	available	to	packaged	goods	companies,	retailers	and	other	marketers. NAM	offers	effective	and	targeted	programs	that	reach	a	national	audience	of	consumers	who	are	actively	seeking	incentives	or	information	at	critical	points	along	the path	to	purchase.

The	Company's	News	and	Information	Services	products	compete	with	a	wide	range	of	media	businesses,	including	print	publications,	digital	media	and	information services.

The	Company's	newspapers,	magazines,	digital	publications	and	radio	stations	compete	for	consumers,	audience	and	advertising	with	other	local	and	national newspapers,	web	and	application-based	media,	magazines	and	radio	stations,	social	media	sources,	as	well	as	other	media	such	as	television	and	outdoor	displays. Competition	for	subscriptions	and	circulation	is	based	on	news	and	editorial	content,	subscription	pricing,	cover	price	and,	from	time	to	time,	various	promotions. Competition	for	advertising	is	based	upon	advertisers'	judgments	as	to	the	most	effective	media	for	their	advertising	budgets,	which	is	in	turn	based	upon	various factors,	including	circulation	volume,	readership	levels,	audience	demographics,	advertising	rates	and	advertising	effectiveness.	As	a	result	of	rapidly	changing	and evolving	technologies,	distribution	platforms	and	business	models,	the	consumer-focused	businesses	within	the	Company's	News	and	Information	Services	segment, including	its	newspaper	businesses,	continue	to	face	increasing	competition	for	both	circulation	and	advertising	revenue	from	a	variety	of	alternative	news	and information	sources.	These	include	both	paid	and	free	websites,	digital	applications,	news	aggregators,	blogs,	search	engines,	social	media	platforms,	digital	advertising networks	and	exchanges,	bidding	and	other	programmatic	advertising	buying	channels,	as	well	as	other	emerging	media	and	distribution	platforms.	Shifts	in	consumer behavior,	including	the	widespread	adoption	of	mobile	phones,	tablets,	e-book	readers	and	other	portable	devices	as	platforms	through	which	news	and	information	is consumed,	require	the	Company	to	continually	innovate	and	improve	upon	its	own	products,	services	and	platforms	in	order	to	remain	competitive.	The	Company believes	that	these	changes	will	continue	to	pose	opportunities	and	challenges,	and	that	it	is	well	positioned	to	leverage	its	global	reach,	brand	recognition	and proprietary	technology	to	take	advantage	of	the	opportunities	presented	by	these	changes.

Dow	Jones	professional	information	products	that	target	enterprise	customers	compete	with	various	information	service	providers,	compliance	data	providers	and	global financial	newswires,	including	Thomson	Reuters,	Bloomberg	L.P.,	LexisNexis,	as	well	as	many	other	providers	of	news,	information	and	compliance	data.

NAM	competes	against	other	providers	of	advertising,	marketing	and	merchandising	products	and	services,	including	those	that	provide	promotional	or	advertising inserts,	direct	mailers	of	promotional	or	advertising	materials,	providers	of	point-of-purchase	and	other	in-store	programs	and	providers	of	savings	and/or	grocery- focused	digital	applications,	as	well	as	other	marketing	products	and	services.	Competition	is	based	on,	among	other	things,	rates,	availability	of	markets,	quality	of products	and	services	provided	and	their	effectiveness,	rate	of	coupon	redemption,	store	coverage	and	other	factors.	The	Company	believes	that	based	on	the	scale	of NAM's	home-delivered	products,	the	reach	of	its	in-store	marketing	products	and	the	growing	audience	for	its	digital	marketing	platform,	NAM	provides	broader consumer	access	than	many	of	its	competitors.	The	Company	is	also	actively	investing	in	shopper	research	and	data-based	insights	that	enable	an	advanced understanding	of	how	to	apply	the	Company's	media	and	incentive	network	to	achieve	the	greatest	impact	and	value	for	clients	and	partners.

# Book	Publishing

The	Company's	Book	Publishing	segment	consists	of	HarperCollins	Publishers	(together	with	its	subsidiaries	and	affiliates,	"HarperCollins"),	the	second	largest consumer	book	publisher	in	the	world	based	on	global	revenue,	with	operations	in	18	countries.	HarperCollins	publishes	and	distributes	consumer	books	globally through	print,	digital	and	audio	formats.	Its	digital	formats	include	e-books	and	audio	books	for	tablets,	e-book	readers	and	mobile	devices.	HarperCollins	owns	more than	120	branded	imprints,	including	Harper,	William	Morrow,	HarperCollins	Children's	Books,	Avon,	Harlequin	and	Christian	publishers	Zondervan	and	Thomas Nelson.

HarperCollins	publishes	works	by	well-known	authors	such	as	Harper	Lee,	Patricia	Cornwell,	Chip	and	Joanna	Gaines,	Rick	Warren,	Sarah	Young	and	Agatha	Christie and	popular	titles	such	as	The	Hobbit,	Goodnight	Moon,	To	Kill	a	Mockingbird,	Jesus	Calling	and	Hillbilly	Elegy.	Its	print	and	digital	global	catalog	includes	more	than 200,000	publications	in	different	formats,	in	17	languages,	and	it	licenses	rights	for	its	authors'	works	to	be	published	in	more	than	50	languages	around	the	world. HarperCollins	publishes	fiction	and	nonfiction,	with	a	focus	on	general,	children's	and	religious	content.	Additionally,	in	the	U.K.,	HarperCollins	publishes	titles	for	the equivalent	of	the	K-12	educational	market.

As	of	June	30,	2017,	HarperCollins	offered	approximately	100,000	publications	in	digital	formats,	and	nearly	all	of	HarperCollins'	new	titles,	as	well	as	the	majority	of its	entire	catalog,	are	available	as	e-books.	Digital	sales,	comprising	revenues	generated	through	the	sale	of	e-books	as	well	as	digital	audio	books,	represented approximately	19%	of	global	consumer	revenues	for	the	fiscal	year	ended	June	30,	2017.	With	the	widespread	adoption	of	electronic	formats	by	consumers, HarperCollins	is	publishing	a	number	of	titles	in	digital	formats	before,	or	instead	of,	publishing	a	print	edition.

During	fiscal	2017,	HarperCollins	U.S.	had	184	titles	on	the	New	York	Times	print	and	digital	bestseller	lists,	with	20	titles	hitting	number	one,	including	Hillbilly	Elegy by	J.D.	Vance,	Commonwealth	by	Ann	Patchett,	Settle	for	More	by	Megyn	Kelly,	The	Black	Widow	by	Daniel	Silva,	Hidden	Figures	by	Margot	Lee	Shetterly,	The Magnolia	Story	by	Chip	and	Joanna	Gaines,	Carve	the	Mark	by	Veronica	Roth	and	The	Hate	U	Give	by	Angie	Thomas.

HarperCollins	derives	its	revenue	from	the	sale	of	print	and	digital	books	to	a	customer	base	that	includes	global	technology	companies,	traditional	brick	and	mortar booksellers,	wholesale	clubs	and	discount	stores,	including	Amazon,	Apple,	Barnes	&	Noble	and	Tesco.	Revenues	at	the	Book	Publishing	segment	are	significantly affected	by	the	timing	of	releases	and	the	number	of	HarperCollins'	books	in	the	marketplace,	and	are	typically	highest	during	the	Company's	second	fiscal	quarter	due to	increased	demand	during	the	end-of-year	holiday	season	in	its	main	operating	geographies.

The	book	publishing	business	operates	in	a	highly	competitive	market	that	is	quickly	changing	and	continues	to	see	technological	innovations.	HarperCollins	competes with	other	large	publishers,	such	as	Penguin	Random	House,	Simon	&	Schuster	and	Hachette	Livre,	as	well	as	with	numerous	smaller	publishers,	for	the	rights	to

works	by	well-known	authors	and	public	personalities;	competition	could	also	come	from	new	entrants	as	barriers	to	entry	in	book	publishing	are	low.	In	addition, HarperCollins	competes	for	consumers	with	other	media	formats	and	sources	such	as	movies,	television	programming,	magazines	and	mobile	content.	The	Company believes	HarperCollins	is	well	positioned	in	the	evolving	book	publishing	market	with	significant	size	and	brand	recognition	across	multiple	categories	and	geographies. Furthermore,	HarperCollins	is	a	leader	in	children's	and	religious	books,	categories	which	have	been	less	impacted	by	the	transition	to	digital	consumption.

# Digital	Real	Estate	Services

The	Company's	Digital	Real	Estate	Services	segment	consists	primarily	of	its	61.6%	interest	in	REA	Group	Limited	("REA	Group"),	a	publicly-traded	company	listed on	ASX	(ASX:	REA),	and	its	80%	interest	in	Move,	Inc.	("Move").	The	remaining	20%	interest	in	Move	is	held	by	REA	Group.	This	segment	also	includes	DIAKRIT International	Limited	("DIAKRIT"),	a	leader	in	3D	visualization	products,	digital	sales	applications	and	professional	services	for	the	real	estate	industry.

# REA	Group

REA	Group	advertises	property	and	property-related	services	on	its	websites	and	mobile	applications	across	Australia	and	Asia.	REA	Group's	Australian	operations include	realestate.com.au	and	realcommercial.com.au,	Australia's	leading	residential	and	commercial	property	websites,	as	well	as	its	media	and	property-related services	businesses,	serving	the	display	media	market	and	markets	adjacent	to	property,	respectively.	Combined	average	monthly	visits	to	realestate.com.au	and realcommercial.com.au	for	the	year	ended	June	30,	2017	increased	15%	year-over-year	to	approximately	51.7	million	according	to	Nielsen	Online	Market	Intelligence Home	and	Fashion	Suite.	Realestate.com.au	and	realcommercial.com.au	recorded	an	increase	of	52%	in	total	application	launches	for	the	same	period	as	compared	to	the prior	year	according	to	Adobe	Analytics.	Realestate.com.au	derives	the	majority	of	its	revenue	from	its	core	property	advertising	listing	products	and	monthly advertising	subscriptions	from	real	estate	agents	and	property	developers.	Realestate.com.au	offers	a	product	hierarchy	which	enables	real	estate	agents	and	property developers	to	upgrade	listing	advertisements	to	increase	their	prominence	on	the	site,	as	well	as	a	variety	of	targeted	products,	including	media	display	advertising products.	Realcommercial.com.au	generates	revenue	through	three	main	sources:	agent	subscriptions,	agent	branding	and	listing	products.	The	media	business	offers unique	advertising	opportunities	on	both	realestate.com.au	and	realcommercial.com.au	to	property	developers	and	other	relevant	markets,	including	utilities	and telecommunications,	insurance,	finance,	automotive	and	retail.

REA	Group's	international	operations	consist	of	property	sites	throughout	Asia,	including	an	87%	interest	in	iProperty	Group	Limited,	which	operates	leading	property portals	across	Malaysia	and	Indonesia	and	prominent	portals	in	Hong	Kong,	Thailand	and	Singapore.	Visits	to	the	Malaysian	portal	increased	38%	and	application	visits in	Indonesia	grew	94%	for	the	year	ended	June	30,	2017	compared	to	the	prior	year	according	to	Google	Analytics.	REA	Group	also	operates	Chinese	site	myfun.com, which	supports	REA	Group's	businesses	in	other	geographic	markets	by	showcasing	residential	property	listings	to	Chinese	buyers	and	investors,	and	delivers	leads	to agents.	In	January	2017,	REA	Group	acquired	an	approximate	15%	interest	in	Elara	Technologies	Pte.	Ltd.	("Elara"),	a	leading	online	real	estate	services	provider	in India	that	owns	and	operates	PropTiger.com,	Housing.com	and	Makaan.com.	REA	Group	also	owns	a	20%	interest	in	Move,	as	referenced	above.

REA	Group	competes	primarily	with	other	property	websites	in	its	geographic	markets,	including	domain.com.au	in	Australia.

under	a	perpetual	agreement	and	trademark	license

with	the	National	Association	of	Realtors^®

complete	collection	of	homes	and	properties	listed	with	Multiple	Listing	Services	("MLS")	and	displayed	for	sale	among	the	competing	national	online	portals	and	an ®

U.S.,	which	are	primarily	sourced	directly	from	relationships	with	MLSs	across	the	country.	Approximately	95%	of	its	for-sale	listings	are	updated	at	least	every	15 realtor.com ®	and	its	mobile	sites	had	58	million	average	monthly	unique	users	during	the	quarter	ended	June	30,	2017.	These	users	viewed	an	average	of	over	two ®

	for	Buyers	and	Advantage^SM 	Pro,	which ® SM

Media,	products	to	real	estate,	finance,	insurance,	home	improvement	and	other	professionals	that	enable	those	professionals	to	connect	with	realtor.com ®'s	highly engaged	and	valuable	consumer	audience.	Media	products	include	sponsorships,	display	advertisements,	text	links,	directories	and	Digital	Advertising	Package.	Non- listing	advertisement	pricing	models	include	cost	per	thousand,	cost	per	click,	cost	per	unique	user	and	subscription-based	sponsorships	of	specific	content	areas	or targeted	geographies.

®	and	FiveStreet ®	productivity and	lead	management	tools	and	services,	which	are	tailored	to	real	estate	agents	and	sold	on	a	subscription	basis,	as	well	as	the	ListHub^TM 	service,	which	syndicates	for- sale	listing	information	from	MLSs	and	other	reliable	data	sources,	such	as	real	estate	brokerages,	and	distributes	that	content	to	an	array	of	web	sites.	Listing syndication	pricing	includes	fixed-	or	variable-pricing	models	based	on	listing	counts,	while	ListHub^TM 's	advanced	reporting	products	are	sold	on	a	monthly	subscription basis. ®

Move	competes	primarily	with	other	real	estate	websites	focused	on	the	U.S.	real	estate	market,	including	zillow.com	and	trulia.com.

# Cable	Network	Programming

The	Company's	Cable	Network	Programming	segment	consists	of	FOX	SPORTS	Australia	and	Australian	News	Channel	Pty	Ltd	("ANC").

# FOX	SPORTS	Australia

FOX	SPORTS	Australia	is	the	leading	sports	programming	provider	in	Australia	based	on	total	viewing	hours	as	of	June	30,	2017.	FOX	SPORTS	Australia	is	focused on	live	national	and	international	sports	events	and	provides	featured	original	and	licensed	premium	sports	content	tailored	to	the	Australian	market,	including	live	sports such	as	National	Rugby	League,	the	domestic	football	league,	international	cricket	and	the	Australian	Rugby	Union,	as	well	as	various	motorsports	programming.	FOX SPORTS	Australia	offers	eight	high	definition	television	channels	distributed	via	cable,	satellite	and	Internet	Protocol,	or	IP,	and	several	interactive	viewing applications.	Its	channels	consist	of	FOX	SPORTS	501,	FOX	LEAGUE,	FOX	SPORTS	503,	FOX	FOOTY,	FOX	SPORTS	505,	FOX	SPORTS	506,	FOX	SPORTS MORE	and	FOX	SPORTS	NEWS	that	broadcast	over	13,000	hours	of	live	sports	programming	per	year	reaching	FOXTEL,	Telstra	and	Optus	subscription	television customers.	FOX	SPORTS	Australia's	access	to	compelling	local	and	international	sports	programming,	as	well	as	its	production	of	high-quality	original	sports	content has	made	it	the	leading	sports	programming	provider	in

Australia.	FOX	SPORTS	Australia	also	operates	foxsports.com.au,	a	leading	general	sports	website	in	Australia,	and	offers	several	interactive	mobile	and	tablet applications	that	extend	the	reach	of	its	content	across	multiple	platforms.	FOX	SPORTS	Australia	is	distributed	via	longstanding	carriage	agreements	with	pay-TV providers	(mainly	Foxtel)	in	Australia	and	generates	revenue	primarily	through	affiliate	fees	payable	under	these	carriage	agreements,	as	well	as	advertising	sales. Results	at	the	Cable	Network	Programming	segment	can	fluctuate	due	to	the	timing	and	mix	of	the	Company's	local	and	international	sports	programming,	as	expenses associated	with	licensing	certain	programming	rights	are	recognized	during	the	applicable	season	or	event.

FOX	SPORTS	Australia	competes	primarily	with	ESPN,	beIN	SPORTS,	the	Free-To-Air	("FTA")	channels	and	certain	telecommunications	companies	in	Australia.

# Australian	News	Channel

ANC,	acquired	in	December	2016,	owns	and	operates	six	channels	featuring	the	latest	in	news,	politics,	sports,	entertainment,	public	affairs,	business	and	weather.	ANC is	licensed	by	Sky	International	AG	to	use	Sky	trademarks	and	domain	names	in	connection	with	its	operation	and	distribution	of	channels	and	services.	ANC's	channels consist	of	SKY	NEWS	LIVE,	SKY	NEWS	BUSINESS,	SKY	NEWS	WEATHER,	SKY	NEWS	Multiview,	A-PAC	Australia's	Public	Affairs	Channel	and	SKY	NEWS New	Zealand.	ANC	channels	are	broadcast	throughout	Australia	and	New	Zealand	and	available	on	Foxtel	and	Sky	Television.	ANC	also	owns	and	operates	the international	Australia	Channel	IPTV	service	and	offers	content	across	a	variety	of	digital	media	platforms,	including	mobile,	podcasts	and	social	media	websites.

ANC	competes	primarily	with	other	news	providers	in	Australia	and	New	Zealand	via	its	subscription	television	channels,	third	party	content	arrangements	and	free domain	website.	Its	Australia	Channel	IPTV	service	also	competes	against	"over-the-top"	IPTV	subscription-based	news	providers	in	regions	outside	of	Australia	and New	Zealand.

# Other

The	Other	segment	includes	the	Company's	general	corporate	overhead	expenses,	corporate	Strategy	and	Creative	Group	and	costs	related	to	the	U.K.	Newspaper Matters.	The	Company's	corporate	Strategy	and	Creative	Group	was	formed	to	identify	new	products	and	services	across	the	Company's	businesses	to	increase	revenues and	profitability	and	to	target	and	assess	potential	acquisitions,	investments	and	dispositions.	Initiatives	include	News	IQ,	the	Company's	new	data-driven	digital advertising	platform	that	will	enable	targeting	and	engagement	of	audiences	at	scale	across	our	network	of	assets.	As	part	of	its	ongoing	role	in	assessing	potential acquisitions	and	investments,	the	corporate	Strategy	and	Creative	Group	also	oversaw	the	Company's	acquisitions	of	Move,	a	leading	provider	of	online	real	estate services	in	the	U.S.,	and	Unruly,	a	leading	global	video	advertising	distribution	platform,	as	well	as	its	strategic	digital	investments	in	India,	including	Elara,	which	owns PropTiger.com,	Housing.com	and	Makaan.com.

# Equity	Investments

# Foxtel

The	Company	and	Telstra,	an	ASX-listed	telecommunications	company,	each	own	50%	of	Foxtel,	the	largest	pay-TV	provider	in	Australia.	Foxtel	had	approximately 2.8	million	subscribing	households	throughout	Australia	as	of	June	30,	2017	through	cable,	satellite	and	IP	distribution.

Foxtel	delivers	200	channels	(including	standard	definition	channels,	high	definition	versions	of	some	of	those	channels	and	audio	and	interactive	channels)	covering news,	sports,	general	entertainment,	movies,	documentaries,	music	and	children's	programming.	Foxtel's	premium	content	includes	FOX	SPORTS	Australia's	suite	of sports	channels	such	as	FOX	SPORTS	501,	FOX	LEAGUE,	FOX	SPORTS	503,	FOX

FOOTY,	FOX	SPORTS	505,	FOX	SPORTS	506,	FOX	SPORTS	MORE	and	FOX	SPORTS	NEWS,	and	television	content	from	HBO,	FOX	and	Universal,	among others.	Foxtel	also	owns	and	operates	30	channels,	including	general	entertainment	and	movie	channels,	and	sources	an	extensive	range	of	movie	programming	through arrangements	with	major	U.S.	studios.	Foxtel's	channels	are	distributed	to	subscribers	via	both	Telstra's	hybrid	fibrecoaxial	cable	network	and	a	long-term	contracted satellite	platform	provided	by	Optus.	Cable	and	satellite	distribution	is	enabled	by	Foxtel's	set-top	boxes,	including	the	iQ3.	Foxtel	also	offers	versions	of	its	services	via the	Internet	through	Foxtel	Now,	an	Internet	television	service	available	on	a	number	of	compatible	devices	(including	mobile	phones,	tablets,	personal	computers, Chromecast,	Telstra	TV,	Sony	PlayStation,	Xbox	One	and	select	smart	TVs),	and	Foxtel	App,	an	Internet	television	service	that	allows	subscribers	to	watch	Foxtel channels	via	mobile	devices	and	tablets.	Foxtel	also	offers	a	triple	play	bundle	product,	which	consists	of	Foxtel's	existing	pay-TV	services,	sold	together	with broadband	and/or	home	phone	services.

Foxtel	generates	revenue	primarily	through	subscription	revenue	as	well	as	advertising	revenue.	For	the	year	ended	June	30,	2017,	in	accordance	with	U.S.	generally accepted	accounting	principles	("GAAP"),	Foxtel	recorded	revenues	of	$2.4	billion,	net	income	of	$59	million	and	earnings	before	interest,	taxes	and	depreciation	and amortization,	or	EBITDA,	of	$568	million.	Management	believes	that	EBITDA	is	an	appropriate	measure	for	evaluating	the	operating	performance	of	this	business	for the	reasons	set	forth	in	"Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations—Results	of	Operations—Segment	Analysis" with	respect	to	Segment	EBITDA.	In	the	year	ended	June	30,	2017,	Foxtel's	average	broadcast	residential	recurring	subscription	revenue	per	user,	or	ARPU,	was	A$86 (US$65)	per	month	(as	calculated	by	Foxtel),	and	its	annualized	residential	subscriber	churn	rate	based	on	data	for	the	year	ended	June	30,	2017	was	15.1%	(as calculated	by	Foxtel).	In	addition,	Foxtel	had	approximately	$1.65	billion	of	indebtedness	outstanding	as	of	June	30,	2017	(excluding	$740	million	of	shareholder	loans due	to	Telstra	and	the	Company).	The	amount	included	for	Foxtel	in	the	Company's	Equity	earnings	of	affiliates	was	$(265)	million	for	the	year	ended	June	30,	2017.

The	Company	and	Telstra	each	have	the	right	to	appoint	one-half	of	the	board	of	directors	of	Foxtel.	In	addition,	the	Company	has	the	right	to	appoint	the	Chief Executive	Officer	and	Chief	Financial	Officer	of	Foxtel,	while	Telstra	has	the	right	to	terminate	these	officers.

Foxtel	competes	for	audiences	primarily	with	FTA	TV	operators	in	Australia,	including	the	three	major	commercial	FTA	networks	and	two	major	government-funded FTA	broadcasters,	as	well	as	other	pay-TV	operators,	IP	television	providers	and	subscription	video-on-demand	services	such	as	Fetch	TV,	Netflix,	Stan	and	Amazon Prime	Video.	Foxtel	provides	a	200-channel	selection	with	premium	and	exclusive	content	and	a	wide	array	of	digital	and	mobile	features	that	are	not	available	to viewers	on	these	alternative	providers.	Through	innovations	such	as	digital	HD	channels,	the	extension	of	pay-TV	programming	to	mobile	devices,	the	use	of	DVR	and Electronic	Program	Guide	technology,	including	the	iQ3	set-top	box,	its	investment	in	On	Demand	capability	and	programming	and	benefits	through	broadband bundling,	the	Company	believes	Foxtel	offers	subscribers	a	compelling	alternative	to	its	competitors.

# Governmental	Regulation

# General

Various	aspects	of	the	Company's	activities	are	subject	to	regulation	in	numerous	jurisdictions	around	the	world.	The	introduction	of	new	laws	and	regulations	in countries	where	the	Company's	products	and	services	are	produced	or	distributed,	and	changes	in	the	enforcement	of	existing	laws	and	regulations	in	those	countries, could	have	a	negative	impact	on	the	Company's	interests.

# Australian	Media	Regulation

The	Company's	subscription	television	interests	are	subject	to	Australia's	regulatory	framework	for	the	broadcasting	industry.	The	key	regulatory	body	for	the Australian	broadcasting	industry	is	the	Australian	Communications	and	Media	Authority.

Key	regulatory	issues	for	subscription	television	providers	include:	(a)	anti-siphoning	restrictions—currently	under	the	'anti-siphoning'	provisions	of	the	Australian Broadcasting	Services	Act	1992	(Cth),	subscription	television	providers	are	prevented	from	acquiring	rights	to	televise	certain	listed	events	(for	example,	the	Olympic Games	and	certain	Australian	Rules	football	and	cricket	matches)	unless	national	and	commercial	television	broadcasters	have	not	obtained	these	rights	12	weeks	before the	start	of	the	event	or	the	rights	to	televise	are	also	held	by	commercial	television	licensees	who	have	rights	to	televise	the	event	to	more	than	50%	of	the	Australian population	or	the	rights	to	televise	are	also	held	by	one	of	Australia's	two	major	government-funded	broadcasters;	and	(b)	the	Broadcasting	Services	Act	also	may impact	the	Company's	ownership	structure	and	operations	and	restrict	its	ability	to	take	advantage	of	acquisition	or	investment	opportunities	including,	for	example, preventing	it	from	exercising	control	of	a	commercial	television	broadcasting	license,	a	commercial	radio	license	and	a	newspaper	in	the	same	license	area.

# Data	Privacy	and	Security

Our	business	activities	are	subject	to	laws	and	regulations	governing	the	collection,	use,	sharing,	protection	and	retention	of	personal	data,	which	continue	to	evolve	and have	implications	for	how	such	data	is	managed.	For	example,	in	the	U.S.,	certain	of	the	Company's	websites,	mobile	applications	and	other	online	business	activities are	subject	to	the	Children's	Online	Privacy	Protection	Act	of	1998,	which	prohibits	websites	from	collecting	personally	identifiable	information	online	from	children under	age	13	without	prior	parental	consent.	In	addition,	the	Federal	Trade	Commission	continues	to	expand	its	application	of	general	consumer	protection	laws	to commercial	data	practices,	including	to	the	use	of	personal	and	profiling	data	from	online	users	to	deliver	targeted	Internet	advertisements.	Most	states	have	also	enacted legislation	regulating	data	privacy	and	security,	including	laws	requiring	businesses	to	provide	notice	to	state	agencies	and	to	individuals	whose	personally	identifiable information	has	been	disclosed	as	a	result	of	a	data	breach.

Similar	laws	and	regulations	have	been	implemented	in	many	of	the	other	jurisdictions	in	which	the	Company	operates,	including	the	European	Union	and	Australia.	For example,	the	European	Union	adopted	the	General	Data	Protection	Regulation	("GDPR"),	which	is	intended	to	provide	a	uniform	set	of	rules	for	personal	data processing	throughout	the	European	Union	and	to	replace	the	existing	Data	Protection	Directive	(Directive	95/46/EC).	Fully	applicable	and	enforceable	as	of	May	25, 2018,	the	GDPR	expands	the	regulation	of	the	collection,	processing,	use	and	security	of	personal	data,	contains	stringent	conditions	for	consent	from	data	subjects, strengthens	the	rights	of	individuals,	including	the	right	to	have	personal	data	deleted	upon	request,	continues	to	restrict	the	trans-border	flow	of	such	data,	requires companies	to	conduct	privacy	impact	assessments	to	evaluate	data	processing	operations	that	are	likely	to	result	in	a	high	risk	to	the	rights	and	freedoms	of	individuals, requires	mandatory	data	breach	reporting	and	notification,	significantly	increases	penalties	for	non-compliance	(up	to	20	million	Euros,	or	approximately	23	million	U.S. dollars,	or	4%	of	an	entity's	worldwide	annual	turnover	in	the	preceding	financial	year,	whichever	is	higher)	and	increases	the	enforcement	powers	of	the	data	protection authorities.	The	European	Union	is	also	considering	an	update	to	its	Privacy	and	Electronic	Communication	(e-Privacy)	Directive	to,	among	other	things,	amend	the current	directive's	rules	on	the	use	of	cookies.

In	2015,	the	European	Court	of	Justice	invalidated	the	U.S.-E.U.	Safe	Harbor	framework,	one	of	the	legal	mechanisms	through	which	personal	data	could	be	transferred from	the	European	Union	to	the	United	States,	and	the	mechanism	relied	upon	by	the	Company	with	respect	to	certain	personal	data	transfers	among	the	Company's businesses,	and	between	the	Company	and	some	of	its	third	party	service	providers.	In	2016,	the	European	Commission	adopted	a	new	transfer	mechanism	between	the U.S.	and	the	E.U.	called	the	Privacy	Shield.	The	Company	has	not	certified	to,	and	does	not	rely	on,	the	Privacy	Shield	framework	for	data	transfers	among	the Company's	businesses	and	instead	relies	on	other	mechanisms.	However,	certain	of	the	Company's	service	providers	do	rely	on	the	Privacy	Shield.	The	Privacy	Shield	is subject	to	significant	uncertainty,	including	an	annual	review	procedure	by	U.S.	and	E.U.	authorities,	that	could	affect	the	Company's	or	its	service	providers' obligations	thereunder.	The	other	mechanisms	that	the	Company	and	certain	of	its	service	providers	rely	on	to	address	the	European	data	protection	requirements	for transfers	of	data,	including	the	European	Union	standard

Model	Contractual	Clauses,	are	also	subject	to	uncertainty	and	legal	challenges.	Challenges	to	existing	data	transfer	mechanisms,	and	any	future	legal	challenges	to	data transfer	mechanisms	that	may	be	adopted,	could	cause	the	Company	to	incur	additional	costs,	require	us	to	change	business	practices	or	affect	the	manner	in	which	we provide	our	services.

In	Australia,	data	privacy	laws	impose	additional	requirements	on	organizations	that	handle	personal	data	by,	among	other	things,	requiring	the	disclosure	of	cross- border	data	transfers,	placing	restrictions	on	direct	marketing	practices	and	imposing	mandatory	data	breach	reporting,	and	additional	data	privacy	and	security requirements	and	industry	standards	are	under	consideration.

Industry	participants	in	the	U.S.,	Europe	and	Australia	have	taken	steps	to	increase	compliance	with	relevant	industry-level	standards	and	practices,	including	the implementation	of	self-regulatory	regimes	for	online	behavioral	advertising	that	impose	obligations	on	participating	companies,	such	as	the	Company,	to	give	consumers a	better	understanding	of	advertisements	that	are	customized	based	on	their	online	behavior.

The	interpretation	and	application	of	data	privacy	and	security	laws	are	often	uncertain,	in	flux,	and	evolving	in	the	United	States	and	internationally.	The	Company continues	to	monitor	pending	legislation	and	regulatory	initiatives	to	ascertain	relevance,	analyze	impact	and	develop	strategic	direction	surrounding	regulatory	trends and	developments,	including	any	changes	required	in	the	Company's	data	privacy	and	security	compliance	programs.

# U.K.	Press	Regulation

As	a	result	of	the	implementation	of	recommendations	of	the	Leveson	inquiry	into	the	U.K.	press,	which	was	established	by	former	Prime	Minister	David	Cameron	in mid-2011,	a	Royal	Charter	on	Self-Regulation	of	the	Press	was	granted	in	2013,	which	established	a	Press	Recognition	Panel	responsible	for	approving,	overseeing	and monitoring	a	new	press	regulatory	body	or	bodies.	Once	approved	by	the	Press	Recognition	Panel,	the	new	press	regulatory	body	or	bodies	would	be	responsible	for overseeing	participating	publishers.	In	addition	to	the	Royal	Charter	and	establishment	of	the	new	Press	Recognition	Panel,	legislation	has	been	passed	that	provides	that publishers	who	are	not	members	of	an	approved	regulator	may	be	liable	for	exemplary	damages	in	certain	cases	where	such	damages	are	not	currently	awarded	and,	if Section	40	of	the	Crime	and	Courts	Act	2013	is	enacted,	the	payment	of	costs	for	both	parties	in	libel	actions	in	certain	circumstances.

In	late	2013,	publications	representing	the	majority	of	the	industry	in	the	U.K.,	including	News	UK,	entered	into	binding	contracts	to	form	an	alternative	new	regulator instead,	the	Independent	Press	Standards	Organisation,	or	IPSO.	IPSO,	which	began	operating	in	September	2014,	currently	has	no	plans	to	apply	for	recognition	from the	Press	Recognition	Panel.	IPSO	has	an	independent	chairman	and	a	12-member	board,	the	majority	of	which	are	independent.	IPSO	oversees	the	Editors'	Code	of Practice,	requires	members	to	implement	appropriate	internal	governance	processes	and	requires	self-reporting	of	any	failures,	provides	a	complaints	handling	service, has	the	ability	to	require	publications	to	print	corrections	and	has	the	power	to	investigate	serious	or	systemic	breaches	of	the	Editors'	Code	of	Practice	and	levy	fines	of up	to	£1	million.	IPSO	has	also	introduced	a	pilot	arbitration	scheme	to	resolve	claims	against	publications.	The	burdens	IPSO	imposes	on	the	print	media,	including	the Company's	newspaper	publishing	businesses	in	the	U.K.,	may	result	in	competitive	disadvantages	versus	other	forms	of	media	and	may	increase	the	costs	of	regulatory compliance.

# U.K.	Radio	Broadcasting	Regulation

The	Company's	radio	stations	in	the	U.K.	and	Ireland	are	also	subject	to	governmental	regulation	by	the	relevant	broadcast	authorities	as	the	Company	is	required	to obtain	and	maintain	licenses	from	such	authorities	to	operate	these	stations.	Although	the	Company	expects	its	licenses	will,	where	relevant,	be	renewed	in	the	ordinary course	upon	their	expiration,	there	can	be	no	assurance	that	this	will	be	the	case.	Non-compliance	by	the	Company	with	the	requirements	associated	with	such	licenses	or other	applicable	laws	and	regulations,	including	of	the	relevant

authority,	could	result	in	fines,	additional	license	conditions,	license	revocation	or	other	adverse	regulatory	actions.

# Intellectual	Property

The	Company's	intellectual	property	assets	include:	copyrights	in	newspapers,	books,	television	programming	and	other	content	and	technologies;	trademarks	in	names and	logos;	trade	names;	domain	names;	and	licenses	of	intellectual	property	rights.	In	addition,	its	intellectual	property	assets	include	patents	or	patent	applications	for inventions	related	to	its	products,	business	methods	and/or	services,	none	of	which	are	material	to	its	financial	condition	or	results	of	operations.	The	Company	derives value	and	revenue	from	these	assets	through,	among	other	things,	print	and	digital	newspaper	and	magazine	subscriptions	and	sales,	the	sale,	distribution	and/or licensing	of	print	and	digital	books,	the	sale	of	subscriptions	to	its	content	and	information	services,	the	operation	of	websites	and	other	digital	properties	and	the distribution	and/or	licensing	of	its	television	programming	to	cable	and	satellite	television	services.

The	Company	devotes	significant	resources	to	protecting	its	intellectual	property	assets	in	the	U.S.,	the	U.K.,	Australia	and	other	foreign	territories.	To	protect	these assets,	the	Company	relies	upon	a	combination	of	copyright,	trademark,	unfair	competition,	patent,	trade	secret	and	other	laws	and	contract	provisions.	However,	there can	be	no	assurance	of	the	degree	to	which	these	measures	will	be	successful	in	any	given	case.	Policing	unauthorized	use	of	the	Company's	products,	services	and content	and	related	intellectual	property	is	often	difficult	and	the	steps	taken	may	not	in	every	case	prevent	the	infringement	by	unauthorized	third	parties	of	the Company's	intellectual	property.	The	Company	seeks	to	limit	such	threat	through	a	combination	of	approaches,	including	pursuing	legal	sanctions	for	infringement, promoting	appropriate	legislative	initiatives	and	international	treaties	and	enhancing	public	awareness	of	the	meaning	and	value	of	intellectual	property	and	intellectual property	laws.	Piracy,	including	in	the	digital	environment,	continues	to	present	a	threat	to	revenues	from	products	and	services	based	on	intellectual	property.

Third	parties	may	challenge	the	validity	or	scope	of	the	Company's	intellectual	property	from	time	to	time,	and	such	challenges	could	result	in	the	limitation	or	loss	of intellectual	property	rights.	Irrespective	of	their	validity,	such	claims	may	result	in	substantial	costs	and	diversion	of	resources	that	could	have	an	adverse	effect	on	the Company's	operations.	Moreover,	effective	intellectual	property	protection	may	be	either	unavailable	or	limited	in	certain	foreign	territories.	Therefore,	the	Company engages	in	efforts	to	strengthen	and	update	intellectual	property	protection	around	the	world,	including	efforts	to	ensure	the	effective	enforcement	of	intellectual	property laws	and	remedies	for	infringement.

# Raw	Materials

As	a	major	publisher	of	newspapers,	magazines,	free-standing	inserts	and	books,	the	Company	utilizes	substantial	quantities	of	various	types	of	paper.	In	order	to	obtain the	best	available	prices,	substantially	all	of	the	Company's	paper	purchasing	is	done	on	a	regional,	volume	purchase	basis,	and	draws	upon	major	paper	manufacturing countries	around	the	world.	The	Company	believes	that	under	present	market	conditions,	its	sources	of	paper	supply	used	in	its	publishing	activities	are	adequate.

# Employees

As	of	June	30,	2017,	the	Company	had	approximately	26,000	employees,	of	whom	approximately	9,000	were	located	in	the	U.S.,	4,000	were	located	in	the	U.K.	and 9,000	were	located	in	Australia.	Of	the	Company's	employees,	approximately	5,000	were	represented	by	various	employee	unions.	The	contracts	with	such	unions	will expire	during	various	times	over	the	next	several	years.	The	Company	believes	its	current	relationships	with	employees	are	generally	good.

# ITEM	1A. RISK	FACTORS

You	should	carefully	consider	the	following	risks	and	other	information	in	this	Annual	Report	on	Form	10-K	in	evaluating	the	Company	and	its	common	stock.	Any	of the	following	risks,	or	other	risks	or	uncertainties	not	presently	known	or	currently	deemed	immaterial,	could	materially	and	adversely	affect	the	Company's	business, results	of	operations	or	financial	condition,	and	could,	in	turn,	impact	the	trading	price	of	the	Company's	common	stock.

A	Decline	in	Customer	Advertising	Expenditures	in	the	Company's	Newspaper	and	Other	Businesses	Could	Cause	its	Revenues	and	Operating	Results	to	Decline Significantly	in	any	Given	Period	or	in	Specific	Markets.

The	Company	derives	substantial	revenues	from	the	sale	of	advertising	through	its	newspapers,	integrated	marketing	services,	digital	media	properties	and	radio	stations. The	Company	and	its	affiliates	also	derive	revenues	from	the	sale	of	advertising	on	their	cable	channels	and	pay-TV	programming.	Expenditures	by	advertisers	tend	to be	cyclical,	reflecting	overall	economic	and	business	conditions,	as	well	as	budgeting	and	buying	patterns.	National	and	local	economic	conditions,	particularly	in	major metropolitan	markets,	affect	the	levels	of	retail,	national	and	classified	advertising	revenue.	Changes	in	gross	domestic	product,	consumer	spending,	housing	sales,	auto sales,	unemployment	rates	and	job	creation,	as	well	as	federal,	state	and	local	election	cycles,	all	impact	demand	for	advertising.	Certain	sectors	of	the	economy	account for	a	significant	portion	of	the	Company's	advertising	revenues,	including	retail,	technology	and	finance.	Some	of	these	sectors,	such	as	retail,	are	more	susceptible	to weakness	in	economic	conditions	and	have	also	been	under	pressure	from	increased	online	competition.	A	decline	in	the	economic	prospects	of	these	and	other advertisers	or	the	economy	in	general	could	alter	current	or	prospective	advertisers'	spending	priorities	or	result	in	consolidation	or	closures	across	various	industries, which	may	also	reduce	the	Company's	overall	advertising	revenue.

The	Company's	ability	to	generate	advertising	revenue	is	also	dependent	on	demand	for	the	Company's	products	and	services,	demographics	of	the	customer	base, advertising	rates	and	results	observed	by	advertisers.	For	example,	circulation	levels	for	the	Company's	newspapers,	ratings	points	for	its	cable	channels	and	number	of listeners	for	its	radio	stations	are	among	the	factors	that	are	weighed	by	advertisers	when	determining	the	amount	of	advertising	to	purchase	from	the	Company	as	well as	advertising	rates.	For	the	Company's	digital	media	properties,	including	its	digital	real	estate	sites,	advertisers	use	various	metrics	to	evaluate	consumer	demand	such as	the	number	of	visits,	number	of	users	and	user	engagement.	Demand	for	the	Company's	products	and	services	depends	in	turn	upon	the	Company's	ability	to differentiate	and	distinguish	those	products	and	services	and	anticipate	and	adapt	to	changes	in	consumer	tastes	and	behaviors	in	a	timely	manner.	Technological	and other	developments	may	cause	changes	in	consumer	behavior	that	could	affect	the	attractiveness	of	the	Company's	offerings	to	advertisers.

The	increasing	popularity	of	digital	media	among	consumers	as	a	source	of	news	and	other	content	is	driving	a	corresponding	shift	in	advertising	from	traditional	print to	digital,	and	the	Company's	print	advertising	revenues	have	declined	in	each	of	its	last	three	fiscal	years.	The	development	of	new	devices	and	technologies,	as	well	as higher	consumer	engagement	with	other	forms	of	digital	media	such	as	online	and	mobile	social	networking,	are	increasing	the	number	of	media	choices	and	formats available	to	audiences,	resulting	in	audience	fragmentation	and	increased	competition	for	advertising.	The	range	of	advertising	choices	across	digital	products	and platforms	and	the	large	inventory	of	available	digital	advertising	space	have	historically	resulted	in	significantly	lower	rates	for	digital	advertising	than	for	print advertising.	In	addition,	in	the	past,	rates	have	been	generally	lower	for	mobile	advertising	than	for	desktop	advertising.	As	a	result,	increasing	consumer	reliance	on mobile	devices	may	add	additional	pricing	pressure.	Consequently,	the	Company's	digital	advertising	revenue	may	not	be	able	to	replace	print	advertising	revenue	lost as	a	result	of	the	shift	to	digital	consumption.

The	digital	advertising	market	also	continues	to	undergo	significant	changes	that	may	further	impact	digital	advertising	revenues.	Digital	advertising	networks	and exchanges,	real-time	bidding	and	other	programmatic

buying	channels	that	allow	advertisers	to	buy	audiences	at	scale	are	playing	a	more	significant	role	in	the	advertising	marketplace	and	may	cause	further	downward pricing	pressure.	New	delivery	platforms	may	also	lead	to	loss	of	distribution	and	pricing	control	and	loss	of	a	direct	relationship	with	consumers.	In	addition,	evolving standards	for	the	delivery	of	digital	advertising,	including	the	industry-wide	standard	on	viewability,	as	well	as	the	development	and	adoption	of	technology	designed	to block,	change	the	location	of,	or	obscure,	the	display	of	advertising	on	websites	and	mobile	devices	and/or	block	or	delete	cookies,	may	also	negatively	impact	digital advertising	revenues.	As	the	digital	advertising	market	continues	to	evolve,	the	Company's	ability	to	compete	successfully	for	advertising	budgets	will	depend	on, among	other	things,	its	ability	to	drive	scale,	engage	and	grow	digital	audiences,	derive	better	demographic	and	other	information	about	its	users,	develop	new	digital advertising	products	and	formats	such	as	branded	content,	and	video	and	mobile	advertising,	and	prove	the	value	of	its	advertising	and	the	effectiveness	of	the Company's	platforms	to	its	advertising	customers,	including	through	more	targeted,	data-driven	offerings.

While	the	Company	has	adopted	a	number	of	strategies	and	initiatives	to	address	these	challenges,	there	can	be	no	guarantee	that	its	efforts	will	be	successful.	If	the Company	is	unable	to	demonstrate	the	continuing	value	of	its	various	platforms	and	high-quality	content	and	brands	or	offer	advertisers	unique	multi-platform advertising	programs,	its	results	may	suffer.	A	decrease	in	advertising	expenditures	by	the	Company's	customers,	reduced	demand	for	the	Company's	offerings	or	a surplus	of	advertising	inventory	could	lead	to	a	reduction	in	pricing	and	advertising	spending,	which	could	have	an	adverse	effect	on	the	Company's	businesses	and assets,	results	of	operations	and	financial	condition.

# The	Company's	Businesses	Face	Significant	Competition	from	Other	Sources	of	News,	Information	and	Entertainment	Content.

The	Company's	businesses	face	significant	competition	from	other	sources	of	news,	information	and	entertainment	content,	including	both	traditional	and	new	content providers.	This	competition	has	intensified	as	a	result	of	the	continued	development	of	new	digital	and	other	technologies	and	platforms,	and	the	Company	may	be adversely	affected	if	consumers	migrate	to	other	media	alternatives.	For	example,	advertising	and	circulation	revenues	in	the	Company's	News	and	Information	Services segment	may	continue	to	decline,	reflecting	general	trends	in	the	newspaper	industry	such	as	declining	newspaper	buying	by	younger	audiences	and	consumers' increasing	reliance	on	a	variety	of	content	providers,	including	news	aggregation	websites,	social	media	platforms	and	customized	news	feeds,	for	the	delivery	of	news and	information	through	the	Internet,	often	without	charge.	Internet	sites	and	mobile	applications	devoted	to	recruitment,	automobile	sales	and	real	estate	services	have become	significant	competitors	of	the	Company's	newspapers	and	websites	for	classified	advertising	sales.	In	addition,	due	to	innovations	in	content	distribution platforms,	consumers	are	now	more	readily	able	to	watch	Internet-delivered	content	on	television	sets	and	mobile	devices,	in	some	cases	also	without	charge,	which could	reduce	consumer	demand	for	the	Company	and	its	affiliates'	television	programming	and	pay-TV	services	and	adversely	affect	both	its	subscription	revenue	and advertisers'	willingness	to	purchase	television	advertising	from	the	Company.

The	Company's	ability	to	compete	effectively	depends	upon	its	ability	to	differentiate	and	distinguish	its	products	and	services	and	anticipate	and	adapt	to	changes	in consumer	tastes	and	behaviors,	which	in	turn,	depends	on	many	factors	both	within	and	beyond	its	control.	For	example,	the	Company	relies	on	audience	acceptance	of the	high-quality	differentiated	content	in	its	newspapers,	book	titles,	cable	channels,	pay-TV	programming	and	radio	stations	in	order	to	retain	and	grow	their	audiences. Similarly,	the	success	of	the	Company's	digital	real	estate	services	business	depends	in	part	on	providing	more	comprehensive,	current	and	accurate	real	estate	listing data	than	its	competitors,	which	the	Company	generally	obtains	through	short-term	arrangements	with	MLSs,	real	estate	brokers,	real	estate	agents	and	other	third parties	that	may	not	be	renewed	and/or	may	be	terminated	with	limited	or	no	notice.	However,	when	faced	with	a	multitude	of	media	choices,	consumers	may	place greater	value	on	when,	where,	how	and	at	what	price	they	consume	content	than	they	do	on	the	source,	quality	or	reliability	of	such	content.	Online	traffic	is	also	driven by	internet	search	results,	which	are	based	on	algorithms	that	may,	among	other	things,	de-prioritize	the	Company's	paid	content.	Any	failure	to

successfully	manage,	and	adapt	to	changes	in,	search	engine	optimization	across	the	Company's	businesses	could	result	in	significant	decreases	in	traffic	to	our	digital properties,	lower	advertiser	interest	in	those	properties	and	increased	costs	if	free	traffic	is	replaced	with	paid	traffic	or	otherwise	adversely	affect	the	Company's business.

Some	of	the	Company's	current	and	potential	competitors	may	have	greater	resources	or	better	competitive	positions	in	certain	areas	than	it	does,	which	may	allow	them to	respond	more	effectively	to	new	technologies	and	changes	in	market	conditions.	If	the	Company	is	unable	to	compete	successfully	against	existing	or	future competitors,	its	business,	results	of	operations	and	financial	condition	could	be	adversely	affected.

The	Company	Must	Respond	to	New	Technologies	and	Changes	in	Consumer	Behavior	and	Continue	to	Innovate	and	Provide	Useful	Products	in	Order	to	Remain Competitive.

Technology	continues	to	evolve	rapidly,	and	the	resulting	changes	in	consumer	behavior	and	preferences	create	constant	opportunities	for	new	and	existing	competitors that	can	quickly	render	the	Company's	products	and	services	less	valuable.	For	example,	alternative	methods	for	the	delivery,	storage	and	consumption	of	digital	content, including	the	distribution	of	news	and	other	content	through	social	networking	tools	and	on	mobile	and	other	devices,	often	without	charge,	digital	distribution	models for	books	and	Internet	and	mobile	distribution	of	video	content	via	streaming	and	downloading,	have	empowered	consumers	to	seek	more	control	over	when,	where, how	and	at	what	price	they	consume	digital	content.	Enhanced	Internet	capabilities	and	the	development	of	new	media	channels	may	continue	to	reduce	the	demand	for the	Company's	newspapers,	television	programs	and	other	products,	and	if	the	Company	is	unable	to	introduce	engaging,	useful	and	reliable	new	products	tailored	for, and	available	across,	these	new	devices	and	platforms,	including	mobile,	the	Company's	revenues,	results	of	operations	and	financial	condition	could	be	adversely affected.

Other	digital	platforms	and	technologies,	such	as	user-generated	sites	and	self-publishing	tools,	have	also	reduced	the	effort	and	expense	of	producing	and	distributing content	on	a	wide	scale,	allowing	digital	content	providers,	customers,	suppliers	and	other	third	parties	to	compete	with	us,	often	at	a	lower	cost.	This	trend	may	drive down	the	price	consumers	are	willing	to	spend	on	the	Company's	products	disproportionately	to	the	costs	associated	with	generating	content	and	result	in	relatively	low barriers	to	entry	for	competing	Internet-based	products	and	services.	Additional	digital	distribution	channels,	such	as	the	Internet	and	online	retailers,	have	presented, and	may	continue	to	present,	challenges	to	the	Company's	businesses,	including	its	traditional	book	publishing	model,	which	could	adversely	affect	sales	volume	and/or pricing.

In	order	to	succeed,	the	Company	must	continue	to	innovate	to	ensure	that	its	products	and	services	remain	relevant	and	useful	for	consumers	and	customers.	The Company	may	be	required	to	incur	significant	capital	expenditures	and	other	costs	in	order	to	respond	to	new	technologies,	new	and	enhanced	offerings	from	its competitors	and	changes	in	consumer	behavior,	and	to	attract	and	retain	employees	with	the	skill	sets	and	knowledge	base	needed	to	successfully	operate	its	digital businesses,	and	there	is	a	risk	that	its	responses	and	strategies	to	remain	competitive,	including	distribution	of	its	content	on	a	"pay"	basis,	may	not	be	adopted	by consumers.	The	Company's	failure	to	protect	and	exploit	the	value	of	its	content,	while	responding	to	and	developing	new	technologies,	distribution	channels	and platforms,	products,	services	and	business	models	to	take	advantage	of	advancements	in	technology	and	the	latest	consumer	preferences	could	cause	its	customer, audience	and/or	user	base	or	its	advertisers	to	decline,	in	some	cases	precipitously,	and	could	have	a	significant	adverse	effect	on	its	businesses,	asset	values,	financial condition	and	results	of	operations.

The	Inability	to	Renew	Sports	Programming	Rights	Could	Cause	the	Revenue	of	Certain	of	the	Company's	Operating	Businesses	to	Decline	Significantly	in	any	Given Period,	and	Programming	Costs	Could	Also	Increase	Upon	Renewal.

The	sports	rights	contracts	between	certain	of	the	Company's	operating	businesses,	on	the	one	hand,	and	various	professional	sports	leagues	and	teams,	on	the	other, have	varying	duration	and	renewal	terms.	As	these	contracts	expire,	renewals	on	favorable	terms	may	be	sought;	however,	third	parties	may	outbid	the	current	rights holders

for	the	rights	contracts.	In	addition,	professional	sports	leagues	or	teams	may	create	their	own	networks	or	the	renewal	costs	could	substantially	exceed	the	original contract	cost.	The	loss	of	rights	could	impact	the	extent	of	the	sports	coverage	offered	by	the	Company	and	its	affiliates	and	lead	to	customer	or	audience	dissatisfaction or,	in	some	cases,	loss	of	customers	or	audiences,	which	could,	in	turn,	adversely	affect	its	revenues.	Upon	renewal,	the	Company's	results	could	be	adversely	affected	if escalations	in	sports	programming	rights	costs	are	unmatched	by	increases	in	subscriber	and	carriage	fees	and	advertising	rates.

# Fluctuations	in	Foreign	Currency	Exchange	Rates	Could	Have	an	Adverse	Effect	on	the	Company's	Results	of	Operations.

The	Company	has	significant	operations	in	a	number	of	foreign	jurisdictions	and	certain	of	its	operations	are	conducted	in	foreign	currencies,	primarily	the	Australian dollar	and	the	British	pound	sterling.	Since	the	Company's	financial	statements	are	denominated	in	U.S.	dollars,	changes	in	foreign	currency	exchange	rates	between	the U.S.	dollar	and	other	currencies	have	had,	and	will	continue	to	have,	a	currency	translation	impact	on	the	Company's	earnings,	which	could,	in	turn,	have	an	adverse effect	on	its	reported	results	of	operations	in	a	given	period	or	in	specific	markets.	In	particular,	the	British	pound	sterling	experienced	a	significant	weakening	against the	U.S.	dollar	following	the	U.K.'s	June	2016	referendum	in	which	voters	approved	the	U.K.'s	exit	from	the	European	Union,	commonly	referred	to	as	"Brexit."	This weakness	caused	the	local	currency	results	of	the	Company's	U.K.	operations	to	be	translated	into	fewer	U.S.	dollars,	which	adversely	affected	our	reported	results.	The impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	the	British	pound	sterling	resulted	in	a	decrease	in	reported	revenues	at	our	U.K.	newspapers	of approximately	$177	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	the	prior	year.	Exchange	rates	between	the	U.S.	dollar	and	the	British	pound	sterling are	expected	to	remain	volatile	due	to	recent	political	uncertainty	in	the	U.K.	and	the	negotiation	of	its	exit	from	the	European	Union.

Weak	Domestic	and	Global	Economic	Conditions	and	Volatility	and	Disruption	in	the	Financial	and	Other	Markets	May	Adversely	Affect	the	Company's	Business.

The	U.S.	and	global	economies	have	undergone,	and	continue	to	experience,	periods	of	economic	and	market	uncertainty,	including	following	Brexit	and	the	most recent	U.S.	presidential	election.	These	conditions	have	in	the	past	resulted	in,	among	other	things,	a	general	tightening	in	the	credit	markets,	limited	access	to	the	credit markets,	lower	levels	of	liquidity,	increases	in	the	rates	of	default	and	bankruptcy,	lower	consumer	and	business	spending,	lower	consumer	net	worth	and	a	dramatic decline	in	the	real	estate	market.	The	resulting	pressure	on	the	labor	and	retail	markets	and	the	downturn	in	consumer	confidence	weakened	the	economic	climate	in certain	markets	in	which	the	Company	does	business	and	had	an	adverse	effect	on	its	business,	results	of	operations,	financial	condition	and	liquidity,	including advertising	revenues.	Any	continued	or	recurring	economic	weakness	could	further	impact	the	Company's	business,	reduce	its	advertising	and	other	revenues	and negatively	impact	the	performance	of	its	newspapers,	books,	digital	real	estate	services	business,	television	operations,	radio	stations	and	other	consumer	products	and services.	In	addition,	further	volatility	and	disruption	in	the	financial	markets	could	make	it	more	difficult	and	expensive	for	the	Company	to	obtain	financing.	These conditions	could	also	impair	the	ability	of	those	with	whom	the	Company	does	business	to	satisfy	their	obligations	to	the	Company,	including	as	a	result	of	their	inability to	obtain	capital	on	acceptable	terms.	The	Company	is	particularly	exposed	to	certain	Australian	business	risks,	including	specific	Australian	legal	and	regulatory	risks, consumer	preferences	and	competition,	because	it	holds	a	substantial	amount	of	Australian	assets	and	generated	approximately	29%	of	its	fiscal	2017	revenues	from Australia.	As	a	result,	the	Company's	results	of	operations	may	be	adversely	affected	by	negative	developments	in	the	Australian	market.	The	Company	also	generated approximately	19%	of	its	fiscal	2017	revenues	from	the	U.K.,	which	is	experiencing	a	period	of	economic	and	market	uncertainty	as	a	result	of	Brexit.	While	the	impact of	Brexit	is	difficult	to	predict,	it	could	significantly	affect	the	fiscal,	monetary	and	regulatory	landscape,	lead	other	member	countries	to	consider	leaving	the	European Union,	result	in	additional	volatility	and	disruption	in	the	financial	and	other	markets	and	have	an

adverse	impact	on	the	Company's	businesses	in	the	U.K.	and	elsewhere.	Although	the	Company	believes	that	its	capitalization,	operating	cash	flow	and	current	access	to credit	markets,	including	the	Company's	revolving	credit	facility,	will	give	it	the	ability	to	meet	its	financial	needs	for	the	foreseeable	future,	there	can	be	no	assurance that	any	further	volatility	and	disruption	in	domestic	and	global	capital	and	credit	markets	will	not	impair	the	Company's	liquidity	or	increase	its	cost	of	borrowing.

The	Company	Has	Made	and	May	Continue	to	Make	Strategic	Acquisitions	and	Investments	That	Introduce	Significant	Risks	and	Uncertainties.

In	order	to	position	its	business	to	take	advantage	of	growth	opportunities,	the	Company	has	made	and	may	continue	to	make	strategic	acquisitions	and	investments	that involve	significant	risks	and	uncertainties.	These	risks	and	uncertainties	include,	among	others:	(1)	the	difficulty	in	integrating	newly	acquired	businesses	and	operations in	an	efficient	and	effective	manner,	(2)	the	challenges	in	achieving	strategic	objectives,	cost	savings	and	other	anticipated	benefits,	(3)	the	potential	loss	of	key employees	of	the	acquired	businesses,	(4)	with	respect	to	investments,	risks	associated	with	the	inability	to	control	the	operations	of	the	business,	(5)	the	risk	of	diverting the	attention	of	the	Company's	senior	management	from	the	Company's	operations,	(6)	the	risks	associated	with	integrating	financial	reporting	and	internal	control systems,	(7)	the	difficulties	in	expanding	information	technology	systems	and	other	business	processes	to	accommodate	the	acquired	businesses,	(8)	potential	future impairments	of	goodwill	associated	with	the	acquired	business	or	investment,	(9)	in	the	case	of	foreign	acquisitions	and	investments,	the	impact	of	specific	economic, tax,	currency,	political,	legal	and	regulatory	risks	associated	with	the	relevant	countries,	(10)	liabilities,	both	known	and	unknown,	associated	with	the	acquired businesses	or	investments	and	(11)	in	some	cases,	increased	regulation.

If	any	acquired	business	or	investment	fails	to	operate	as	anticipated	or	an	acquired	business	cannot	be	successfully	integrated	with	the	Company's	existing	businesses, the	Company's	business,	results	of	operations,	financial	condition	and	reputation	could	be	adversely	affected,	and	the	Company	may	be	required	to	record	non-cash impairment	charges	for	the	write-down	of	certain	acquired	assets.

The	Company	Does	Not	Have	the	Right	to	Manage	Foxtel,	Which	Means	It	is	Not	Able	to	Cause	Foxtel	to	Operate	or	Make	Corporate	Decisions	in	a	Manner	that	is Favorable	to	the	Company.

The	Company	does	not	have	the	right	to	manage	the	business	or	affairs	of	Foxtel.	While	the	Company's	rights	include	the	right	to	appoint	one-half	of	the	board	of directors	of	Foxtel,	the	Company	is	not	able	to	cause	management	or	the	board	of	directors	to	take	any	specific	actions	on	its	behalf,	including	with	regards	to	declaring and	paying	dividends.

The	Company	Relies	on	Network	and	Information	Systems	and	Other	Technology	Whose	Failure	or	Misuse	Could	Cause	a	Disruption	of	Services	or	Loss	or	Improper Disclosure	of	Personal	Data,	Business	Information,	Including	Intellectual	Property,	or	Other	Confidential	Information,	Resulting	in	Increased	Costs,	Loss	of	Revenue	or Other	Harm	to	our	Business.

Network	and	information	systems	and	other	technologies,	including	those	related	to	the	Company's	network	management,	are	important	to	its	business	activities.	The Company	also	relies	on	third	party	providers	for	certain	technology	and	"cloud-based"	systems	and	services	that	support	a	variety	of	business	operations.	Network	and information	systems-related	events	affecting	the	Company's	systems,	or	those	of	third	parties	upon	which	the	Company's	business	relies,	such	as	computer compromises,	cyber	threats	and	attacks,	computer	viruses,	worms	or	other	destructive	or	disruptive	software,	process	breakdowns,	denial	of	service	attacks,	malicious social	engineering	or	other	malicious	activities,	or	any	combination	of	the	foregoing,	as	well	as	power	outages,	equipment	failure,	natural	disasters	(including	extreme weather),	terrorist	activities,	war,	human	or	technological	error	or	malfeasance	that	may	affect	such	systems,	could	result	in	disruption	of	the	Company's	business	and/or loss,	corruption	or	improper	disclosure	of	personal	data,	business	information,	including	intellectual	property,	or	other	confidential	information.	In	addition,	any	design or	manufacturing	defects	in,	or	the	improper

implementation	of,	hardware	or	software	applications	the	Company	develops	or	procures	from	third	parties	could	unexpectedly	compromise	information	security.	In recent	years,	there	has	been	a	rise	in	the	number	of	cyberattacks	on	companies'	network	and	information	systems,	and	such	attacks	have	become	more	sophisticated, targeted	and	difficult	to	detect	and	prevent	against.	As	a	result,	the	risks	associated	with	such	an	event	continue	to	increase,	particularly	as	the	Company's	digital businesses	expand.	The	Company	has	experienced,	and	expects	to	continue	to	be	subject	to,	cybersecurity	threats	and	incidents,	none	of	which	have	been	material	to	the Company	to	date,	individually	or	in	the	aggregate.	While	the	Company	and	its	vendors	have	developed	and	implemented	security	measures	and	internal	controls	that	are designed	to	protect	personal	data,	business	information,	including	intellectual	property,	and	other	confidential	information,	to	prevent	data	loss,	and	to	prevent	or	detect security	breaches,	such	security	measures	cannot	provide	absolute	security	and	may	not	be	successful	in	preventing	these	events	from	occurring,	particularly	given	that techniques	used	to	access,	disable	or	degrade	service,	or	sabotage	systems	change	frequently,	and	any	network	and	information	systems-related	events	could	require	the Company	to	expend	significant	resources	to	remedy	such	event.	Moreover,	the	development	and	maintenance	of	these	measures	is	costly	and	requires	ongoing monitoring	and	updating	as	technologies	change	and	efforts	to	overcome	security	measures	become	more	sophisticated.	While	the	Company	maintains	cyber	risk insurance,	this	insurance	may	not	be	sufficient	to	cover	all	losses	from	any	future	breaches	of	our	systems.

A	significant	failure,	compromise,	breach	or	interruption	of	the	Company's	systems,	or	those	of	third	parties	upon	which	its	business	relies,	could	result	in	a	disruption of	its	operations,	customer,	audience	or	advertiser	dissatisfaction,	damage	to	its	reputation	or	brands,	regulatory	investigations	and	enforcement	actions,	lawsuits, remediation	costs,	a	loss	of	customers,	audience,	advertisers	or	revenues	and	other	financial	losses.	If	any	such	failure,	interruption	or	similar	event	results	in	the improper	disclosure	of	information	maintained	in	the	Company's	information	systems	and	networks	or	those	of	its	vendors,	including	financial,	personal,	credit	card, confidential	and	proprietary	information	relating	to	personnel,	customers,	vendors	and	the	Company's	business,	including	its	intellectual	property,	the	Company	could also	be	subject	to	liability	under	relevant	contractual	obligations	and	laws	and	regulations	protecting	personal	data	and	privacy.	In	addition,	media	or	other	reports	of perceived	security	vulnerabilities	to	our	systems	or	those	of	third	parties	upon	which	the	Company's	business	relies,	even	if	nothing	has	actually	been	attempted	or occurred,	could	also	adversely	impact	our	brand	and	reputation	and	materially	affect	our	business.

# The	Company	Could	Suffer	Losses	Due	to	Asset	Impairment	and	Restructuring	Charges.

As	a	result	of	adverse	developments	in	the	Company's	industry	and	challenging	economic	and	market	conditions,	the	Company	may	recognize	impairment	charges	for write-downs	of	goodwill,	intangible	assets,	investments	and	other	long-lived	assets,	as	well	as	restructuring	charges	relating	to	the	reorganization	of	its	businesses, which	negatively	impact	the	Company's	financial	results.	When	the	Company	acquires	a	business,	it	records	goodwill	in	an	amount	equal	to	the	excess	of	the	fair	value of	the	acquired	business	over	the	fair	value	of	the	identifiable	assets	and	liabilities,	including	intangible	assets,	as	of	the	acquisition	date.	The	Company's	management must	regularly	evaluate	goodwill	and	other	intangible	assets	expected	to	contribute	indefinitely	to	the	Company's	cash	flows	in	order	to	determine	whether,	based	on projected	discounted	future	cash	flows,	the	carrying	value	for	such	assets	exceeds	current	fair	value	and	the	Company	should	recognize	an	impairment.	In	accordance with	GAAP,	the	Company	performs	an	annual	impairment	assessment	of	its	recorded	goodwill	and	indefinite-lived	intangible	assets,	including	newspaper	mastheads, distribution	networks,	publishing	imprints,	radio	broadcast	licenses,	trademarks	and	trade	names,	channel	distribution	agreements,	publishing	rights	and	customer relationships,	during	the	fourth	quarter	of	each	fiscal	year.	The	Company	also	continually	evaluates	whether	current	factors	or	indicators,	such	as	prevailing	conditions	in the	business	environment,	capital	markets	or	the	economy	generally	and	actual	or	projected	operating	results,	require	the	performance	of	an	interim	impairment assessment	of	those	assets,	as	well	as	other	investments	and	long-lived	assets,	or	require	the	Company	to	engage	in	any	additional	business	restructurings	to	address these	conditions.	Any	significant	shortfall,	now	or	in	the	future,	in	advertising	revenue	and/or	the	expected	popularity	of	the	programming	for	which	the	Company	has acquired	rights	could	lead	to	a	downward	revision	in	the	fair	value	of	certain	reporting	units.	Any	downward	revisions	in	the	fair	value

of	a	reporting	unit,	indefinite-lived	intangible	assets,	investments	or	other	long-lived	assets	could	result	in	additional	impairments	for	which	non-cash	charges	would	be required.	Any	such	charge	could	be	material	to	the	Company's	reported	results	of	operations.	For	example,	in	fiscal	2017,	the	Company	recognized	non-cash impairment	charges	of	approximately	$785	million,	primarily	related	to	the	write-down	of	fixed	assets	at	its	U.K.	and	Australian	newspapers,	and	a	$227	million	non- cash	write-down	of	the	carrying	value	of	its	investment	in	Foxtel	to	fair	value.	In	addition,	as	of	June	30,	2017,	the	Company	had	approximately	$1.4	billion	of	goodwill and	$1.2	billion	of	investments	that	are	at	risk	for	future	impairment	because	the	fair	values	of	the	corresponding	reporting	units	and	investments	exceeded	their	carrying values	by	less	than	3%.	The	Company	may	also	incur	additional	restructuring	charges	in	the	future	if	it	is	required	to	further	realign	its	resources	in	response	to significant	shortfalls	in	revenue	or	other	adverse	trends.

# The	Company's	Business	Could	Be	Adversely	Impacted	by	Changes	in	Governmental	Policy	and	Regulation.

Various	aspects	of	the	Company's	activities	are	subject	to	regulation	in	numerous	jurisdictions	around	the	world,	and	the	introduction	of	new	laws	and	regulations	in countries	where	the	Company's	products	and	services	are	produced	or	distributed,	and	changes	in	the	enforcement	of	existing	laws	and	regulations	in	those	countries, could	have	a	negative	impact	on	its	interests.	In	addition,	laws	and	regulations	in	some	international	jurisdictions	differ	from	those	in	the	United	States,	and	the enforcement	of	those	laws	and	regulations	may	be	inconsistent	and	unpredictable.	The	Company	may	incur	substantial	costs	or	be	required	to	change	its	business practices	in	order	to	comply	with	applicable	laws	and	regulations	and	could	incur	substantial	penalties	or	other	liabilities	in	the	event	of	any	failure	to	comply.

The	Company's	Australian	operating	businesses	may	be	adversely	affected	by	changes	in	government	policy,	regulation	or	legislation,	or	the	application	or	enforcement thereof,	applying	to	companies	in	the	Australian	media	industry	or	to	Australian	companies	in	general.	This	includes:

•anti-siphoning	legislation	which	currently	prevents	pay-TV	providers	such	as	Foxtel	from	acquiring	rights	to	televise	certain	listed	events	(for	example,	the Olympic	Games	and	certain	Australian	Rules	football	and	cricket	matches)	unless:

– national	and	commercial	television	broadcasters	have	not	obtained	these	rights	12	weeks	before	the	start	of	the	event;

– the	rights	to	televise	are	also	held	by	commercial	television	licensees	who	have	rights	to	televise	the	event	to	more	than	50%	of	the Australian	population;	or

– the	rights	to	televise	are	also	held	by	one	of	Australia's	two	major	government-funded	broadcasters;	and

•other	parts	of	the	Broadcasting	Services	Act	that	regulate	ownership	interests	and	control	of	Australian	media	organizations.	Such	legislation	may	have	an impact	on	the	Company's	ownership	structure	and	operations	and	may	restrict	its	ability	to	take	advantage	of	acquisition	or	investment	opportunities.	For example,	current	media	diversity	rules	would	prevent	the	Company	from	exercising	control	of	a	commercial	television	broadcasting	license,	a	commercial radio	license	and	a	newspaper	in	the	same	license	area.

The	Company's	business	activities	are	also	subject	to	various	laws	and	regulations	in	the	United	States	and	internationally	governing	the	collection,	use,	sharing, protection	and	retention	of	personal	data,	which	have	implications	for	how	such	data	is	managed.	Complying	with	these	laws	and	regulations	could	be	costly,	require	us to	change	our	business	practices,	or	limit	or	restrict	aspects	of	the	Company's	business	in	a	manner	adverse	to	our	business	operations.	Many	of	these	laws	and regulations	continue	to	evolve,	and	substantial	uncertainty	surrounds	their	scope	and	application.	The	Company's	failure	to	comply,	even	if	inadvertent	or	in	good	faith, could	result	in	exposure	to	enforcement	by	U.S.	federal	or	state	or	foreign	governments	or	private	actors,	as	well	as	significant	negative	publicity	and	reputational damage.	An	example	of	such	a	law	is	the	European	Union's

recently	adopted	GDPR,	which	expands	the	regulation	of	personal	data	processing	throughout	the	European	Union	and	significantly	increases	penalties	for	non- compliance.	See	"Governmental	Regulation—Data	Privacy	and	Security"	for	more	information.	Finally,	because	some	of	our	products	and	services	are	available	on	the Internet,	we	may	be	subject	to	laws	or	regulations	exposing	us	to	liability	or	compliance	obligations	even	in	jurisdictions	where	the	Company	does	not	have	a	substantial presence.

In	addition,	the	Company's	newspaper	publishing	businesses	in	the	U.K.	are	now	subject	to	greater	regulation	and	oversight	as	a	result	of	the	implementation	of recommendations	of	the	Leveson	inquiry	into	the	U.K.	press,	which	was	established	by	former	Prime	Minister	David	Cameron	in	mid-2011.	The	U.K.	Government subsequently	published	a	Royal	Charter	on	Self-Regulation	of	the	Press	which	established	a	Press	Recognition	Panel	responsible	for	approving	and	monitoring	a	new press	regulatory	body.	Publishers	who	are	not	members	of	an	approved	regulator,	including	the	Company,	may	be	subject	to	exemplary	damages	in	privacy	and	libel cases	and,	if	Section	40	of	the	Crime	and	Courts	Act	2013	is	enacted,	the	payment	of	costs	for	both	parties	in	libel	actions	in	certain	circumstances.	The	majority	of	the U.K.	press,	including	News	UK,	has	established	an	alternative	regulator,	the	Independent	Press	Standards	Organisation,	or	IPSO,	which	began	operating	in	September 2014.	IPSO,	which	has	indicated	that	it	does	not	intend	to	seek	approval	by	the	Press	Recognition	Panel,	has	powers	to	impose	burdens	on	its	print	media	members	in the	U.K.	These	powers,	which	include	the	ability	to	impose	fines	of	up	to	£1	million	for	systemic	breaches	of	IPSO's	Editor's	Code	of	Practice,	may	result	in competitive	disadvantages	versus	other	forms	of	media	and	may	increase	the	costs	of	regulatory	compliance.	Depending	on	the	political	environment,	the	second	phase of	the	Leveson	inquiry	may	be	commenced,	investigating	the	relationship	between	the	press	and	the	police.

The	Company's	radio	stations	in	the	U.K.	and	Ireland	are	also	subject	to	governmental	regulation	by	the	relevant	broadcast	authorities	as	the	Company	is	required	to obtain	and	maintain	licenses	from	such	authorities	to	operate	these	stations.	Although	the	Company	expects	its	licenses	will,	where	relevant,	be	renewed	in	the	ordinary course	upon	their	expiration,	there	can	be	no	assurance	that	this	will	be	the	case.	Non-compliance	by	the	Company	with	the	requirements	associated	with	such	licenses	or other	applicable	laws	and	regulations,	including	of	the	relevant	authority,	could	result	in	fines,	additional	license	conditions,	license	revocation	or	other	adverse regulatory	actions.

# Adverse	Results	from	Litigation	or	Other	Proceedings	Could	Impact	the	Company's	Business	Practices	and	Operating	Results.

From	time	to	time,	the	Company	is	party	to	litigation,	as	well	as	to	regulatory	and	other	proceedings	with	governmental	authorities	and	administrative	agencies, including	with	respect	to	antitrust,	tax,	data	privacy	and	security,	intellectual	property	and	other	matters.	See	"Item	3.	Legal	Proceedings"	and	Note	15	to	the	Financial Statements	for	a	discussion	of	certain	matters.	The	outcome	of	these	matters	and	other	litigation	and	proceedings	is	subject	to	significant	uncertainty,	and	it	is	possible that	an	adverse	resolution	of	one	or	more	such	proceedings	could	result	in	reputational	harm	and/or	significant	monetary	damages,	injunctive	relief	or	settlement	costs that	could	adversely	affect	the	Company's	results	of	operations	or	financial	condition	as	well	as	the	Company's	ability	to	conduct	its	business	as	it	is	presently	being conducted.	For	example,	in	February	2016,	the	Company	entered	into	a	settlement	agreement	relating	to	an	action	brought	by	customers	of	the	NAM	business	pursuant to	which	it	subsequently	paid	the	plaintiffs	and	their	attorneys	approximately	$250	million;	the	Company	also	settled	related	claims	for	approximately	$30	million.	In addition,	regardless	of	merit	or	outcome,	such	proceedings	can	have	an	adverse	impact	on	the	Company	as	a	result	of	legal	costs,	diversion	of	management	and	other personnel,	and	other	factors.

# The	Company	Could	Be	Subject	to	Significant	Additional	Tax	Liabilities.

The	Company	is	subject	to	taxation	in	U.S.	federal,	state	and	local	jurisdictions	and	various	non-U.S.	jurisdictions,	including	Australia	and	the	U.K.	The	Company's effective	tax	rate	is	impacted	by	the	tax	laws,	regulations,	practices	and	interpretations	in	the	jurisdictions	in	which	it	operates	and	may	fluctuate	significantly

from	period	to	period	depending	on,	among	other	things,	the	geographic	mix	of	the	Company's	profits	and	losses,	changes	in	tax	laws	and	regulations	or	their	application and	interpretation,	the	outcome	of	tax	audits	and	changes	in	valuation	allowances	associated	with	the	Company's	deferred	tax	assets.	Evaluating	and	estimating	the Company's	tax	provision,	current	and	deferred	tax	assets	and	liabilities	and	other	tax	accruals	requires	significant	management	judgment,	and	there	are	many transactions	for	which	the	ultimate	tax	determination	is	uncertain.

The	Company's	tax	returns	are	routinely	audited	by	various	tax	authorities.	Tax	authorities	may	not	agree	with	the	treatment	of	items	reported	in	our	tax	returns	or positions	taken	by	the	Company,	and	as	a	result,	tax-related	settlements	or	litigation	may	occur,	resulting	in	additional	income	tax	liabilities	against	the	Company. Although	the	Company	believes	it	has	appropriately	accrued	for	the	expected	outcome	of	tax	reviews	and	examinations	and	any	related	litigation,	the	final	outcomes	of these	matters	could	differ	materially	from	the	amounts	recorded	in	the	Financial	Statements.	As	a	result,	the	Company	may	be	required	to	recognize	additional	charges in	its	Statements	of	Operations	and	pay	significant	additional	amounts	with	respect	to	current	or	prior	periods,	or	its	taxes	in	the	future	could	increase,	which	could	affect its	operating	results	and	financial	condition.

In	connection	with	the	Separation,	21st	Century	Fox	received	a	private	letter	ruling	from	the	Internal	Revenue	Service	("IRS")	and	an	opinion	from	its	tax	counsel confirming	the	tax-free	status	of	the	Separation	for	U.S.	federal	income	tax	purposes.	The	private	letter	ruling	and	the	opinion	relied	on	certain	facts	and	assumptions, and	certain	representations	from	the	Company	and	21st	Century	Fox	regarding	the	past	and	future	conduct	of	their	respective	businesses	and	other	matters. Notwithstanding	the	receipt	of	the	private	letter	ruling	and	the	opinion,	the	IRS	could	determine	on	audit	that	the	distribution	or	the	related	internal	reorganization transactions	should	be	treated	as	taxable	transactions	if	any	of	these	facts,	assumptions,	representations	or	undertakings	is	not	correct	or	has	been	violated.	If	the	internal reorganization	and/or	the	distribution	is	ultimately	determined	to	be	taxable,	21st	Century	Fox	and/or	the	Company	would	recognize	gains	on	the	internal	reorganization and	21st	Century	Fox	would	recognize	gain	in	an	amount	equal	to	the	excess	of	the	fair	market	value	of	shares	of	the	Company's	common	stock	distributed	to	21st Century	Fox's	stockholders	on	the	Distribution	Date	over	21st	Century	Fox's	tax	basis	in	such	shares.	The	Company	may	in	certain	circumstances	be	required	to indemnify	21st	Century	Fox	for	liabilities	arising	out	of	the	foregoing.	Specifically,	under	the	terms	of	the	Tax	Sharing	and	Indemnification	Agreement	that	the Company	and	21st	Century	Fox	entered	into	in	connection	with	the	Separation,	in	the	event	that	the	distribution	or	the	internal	transactions	intended	not	to	be	subject	to tax	were	determined	to	be	subject	to	tax	and	such	determination	was	the	result	of	certain	actions	taken,	or	omitted	to	be	taken,	after	the	Separation	by	the	Company	or any	of	its	subsidiaries	and	such	actions	(1)	were	inconsistent	with	any	representation	or	covenant	made	in	connection	with	the	private	letter	ruling	or	opinion	of	21st Century	Fox's	tax	counsel,	(2)	violated	any	representation	or	covenant	made	in	the	Tax	Sharing	and	Indemnification	Agreement,	or	(3)	the	Company	or	any	of	its subsidiaries	knew	or	reasonably	should	have	expected,	after	consultation	with	its	advisors,	could	result	in	any	such	determination,	the	Company	will	be	responsible	for any	tax-related	liabilities	incurred	by	21st	Century	Fox	as	a	result	of	such	determination.	In	addition,	other	tax	authorities	could	determine	on	audit	that	the	distribution or	the	related	internal	reorganizations	should	be	treated	as	taxable	transactions	resulting	in	additional	tax	liabilities.

Recently,	the	U.S.	government	has	indicated	that	corporate	tax	reform	is	a	high	priority	and	has	proposed	sweeping	changes	to	the	U.S.	tax	system.	These	reforms	may include	changes	to	corporate	tax	rates,	changes	in	the	taxation	of	income	earned	outside	the	United	States	and	taxing	previously	unremitted	foreign	earnings	at concessional	tax	rates.	We	cannot	determine	whether	some	or	all	of	these	or	other	proposals	will	be	enacted	into	law	or	what,	if	any,	changes	may	be	made	to	such proposals	prior	to	being	enacted	into	law.	If	U.S.	tax	laws	change	in	a	manner	that	increases	our	tax	obligations,	our	financial	position	and	results	of	operations	could	be adversely	impacted.

The	Company's	International	Operations	Expose	it	to	Additional	Risks	that	Could	Adversely	Affect	its	Business,	Operating	Results	and	Financial	Condition.

In	its	fiscal	year	ended	June	30,	2017,	approximately	54%	of	the	Company's	revenues	were	derived	outside	the	U.S.,	and	the	Company	is	focused	on	expanding	the international	scope	of	its	operations.	There	are	risks	inherent	in	doing	business	internationally,	including	(1)	issues	related	to	managing	international	operations; (2)	economic	uncertainties	and	volatility	in	local	markets	and	political	or	social	instability;	(3)	potentially	adverse	changes	in	tax	laws	and	regulations;	(4)	compliance with	international	laws	and	regulations,	including	foreign	ownership	restrictions	and	data	privacy	requirements;	(5)	compliance	with	anti-corruption	laws	and	regulations such	as	the	Foreign	Corrupt	Practices	Act	and	the	UK	Bribery	Act;	(6)	restrictions	on	repatriation	of	funds	and	foreign	currency	exchange;	and	(7)	compliance	with	local labor	laws	and	regulations.	For	example,	Brexit	may,	among	other	things,	adversely	affect	economic	and	market	conditions	in	the	U.K.	and	the	E.U.	and	create uncertainty	around	doing	business	in	the	U.K.,	including	with	respect	to	data	protection	and	transfer,	tax	rates	and	the	recruitment	and	retention	of	employees.	Events	or developments	related	to	these	and	other	risks	associated	with	the	Company's	international	operations	could	result	in	reputational	harm	and	have	an	adverse	impact	on	the Company's	business,	financial	condition,	operating	results	and	prospects.	Challenges	associated	with	operating	globally	may	increase	as	the	Company	continues	to expand	into	geographic	areas	that	it	believes	represent	the	highest	growth	opportunities.

# There	Can	Be	No	Assurance	That	the	Company	Will	Have	Access	to	the	Capital	Markets	on	Terms	Acceptable	to	It.

From	time	to	time	the	Company	may	need	or	desire	to	access	the	long-term	and	short-term	capital	markets	to	obtain	financing.	Although	the	Company	believes	that	the sources	of	capital	currently	in	place,	including	the	Company's	revolving	credit	facility,	will	permit	the	Company	to	finance	its	operations	for	the	foreseeable	future	on acceptable	terms	and	conditions,	the	Company's	access	to,	and	the	availability	of,	financing	on	acceptable	terms	and	conditions	in	the	future	will	be	impacted	by	many factors,	including,	but	not	limited	to:	(1)	the	Company's	financial	performance,	(2)	the	Company's	credit	ratings	or	absence	of	a	credit	rating,	(3)	the	liquidity	of	the overall	capital	markets	and	(4)	the	state	of	the	economy.	There	can	be	no	assurance,	particularly	as	a	company	that	currently	has	no	credit	rating,	that	the	Company	will continue	to	have	access	to	the	capital	markets	on	terms	acceptable	to	it.

# Technological	Developments	May	Increase	the	Threat	of	Content	Piracy	and	Limit	the	Company's	Ability	to	Protect	Its	Intellectual	Property	Rights.

The	Company	seeks	to	limit	the	threat	of	content	piracy;	however,	policing	unauthorized	use	of	its	products	and	services	and	related	intellectual	property	is	often difficult	and	the	steps	taken	by	the	Company	may	not	in	every	case	prevent	infringement	by	unauthorized	third	parties.	Developments	in	technology	increase	the	threat of	content	piracy	by	making	it	easier	to	duplicate	and	widely	distribute	pirated	material.	The	Company	has	taken,	and	will	continue	to	take,	a	variety	of	actions	to	combat piracy,	both	individually	and,	in	some	instances,	together	with	industry	associations.	However,	protection	of	the	Company's	intellectual	property	rights	is	dependent	on the	scope	and	duration	of	its	rights	as	defined	by	applicable	laws	in	the	U.S.	and	abroad	and	the	manner	in	which	those	laws	are	construed.	If	those	laws	are	drafted	or interpreted	in	ways	that	limit	the	extent	or	duration	of	the	Company's	rights,	or	if	existing	laws	are	changed,	the	Company's	ability	to	generate	revenue	from	its intellectual	property	may	decrease,	or	the	cost	of	obtaining	and	maintaining	rights	may	increase.	There	can	be	no	assurance	that	the	Company's	efforts	to	enforce	its rights	and	protect	its	products,	services	and	intellectual	property	will	be	successful	in	preventing	content	piracy.

# The	Company's	Business	Relies	on	Certain	Intellectual	Property	and	Brands.

The	Company's	businesses	rely	on	a	combination	of	trademarks,	trade	names,	copyrights,	patents,	domain	names	and	other	proprietary	rights,	as	well	as	contractual arrangements,	including	licenses,	to	establish	and	protect	their

intellectual	property	and	brand	names.	The	Company	believes	its	proprietary	trademarks,	trade	names,	copyrights,	patents,	domain	names	and	other	intellectual	property rights	are	important	to	its	continued	success	and	its	competitive	position.	However,	the	Company	cannot	ensure	that	these	intellectual	property	rights	will	be	upheld	if challenged	or	that	these	rights	will	protect	the	Company	against	infringement	claims	by	third	parties,	and	effective	intellectual	property	protection	may	not	be	available in	every	country	or	region	in	which	the	Company	operates	or	where	its	products	are	available.	Any	failure	by	the	Company	to	effectively	protect	its	intellectual	property or	brands	could	adversely	impact	the	Company's	results	of	operations	or	financial	condition.	In	addition,	the	Company	may	be	contractually	required	to	indemnify	other parties	against	liabilities	arising	out	of	any	third	party	infringement	claims.

# Newsprint	Prices	May	Continue	to	Be	Volatile	and	Difficult	to	Predict	and	Control.

Newsprint	is	one	of	the	largest	expenses	of	the	Company's	newspaper	publishing	units.	During	the	quarter	ended	June	30,	2017,	the	Company's	average	cost	per	ton	of newsprint	was	approximately	10%	lower	than	its	historical	average	annual	cost	per	ton	over	the	past	five	fiscal	years	on	a	constant	currency	basis.	The	price	of	newsprint has	historically	been	volatile	and	the	closure	and	consolidation	of	newsprint	mills	over	the	years	has	reduced	the	number	of	suppliers,	which	has	led	to	increases	in newsprint	prices.	Failure	to	maintain	the	Company's	current	consumption	levels,	further	supplier	closure	and	consolidation	or	the	inability	to	maintain	the	Company's existing	relationships	with	its	newsprint	suppliers	could	adversely	impact	newsprint	prices	in	the	future.

The	Company's	Relationship	with	NAR	is	an	Important	Part	of	its	Digital	Real	Estate	Services	Business	in	the	U.S.	and	this	Business	Could	be	Harmed	if	it	were	to	Lose the	Benefits	of	this	Relationship.

in	duration.	However,	NAR	may	terminate	the	operating	agreement	for	certain	contractually-specified	reasons	upon	expiration	of	applicable	cure	periods.	If	the operating	agreement	with	NAR	is	terminated,	the	NAR	License	would	also	terminate,	and	Move	would	be	required	to	transfer	a	copy	of	the	software	that	operates	the realtor.com ®	website	to	NAR	and	provide	NAR	with	copies	of	its	agreements	with	advertisers	and	data	content	providers.	NAR	would	then	be	able	to	operate	a realtor.com ®	website,	either	by	itself	or	with	another	third	party.

In	addition	to	the	contractual	limitations	and	risks	described	above,	any	adverse	developments	in	Move's	business	relationship	with	NAR	as	a	result	of	existing	or	new areas	of	conflict	or	potential	conflict	between	Move's	interests	and	NAR's	interests,	changes	in	the	real	estate	industry	or	other	causes	could	also	adversely	affect Move's	business,	particularly	as	many	of	its	customers	and	data	providers	are	members	of,	have	interests	that	are	closely	aligned	with,	or	are	otherwise	influenced	by, NAR.

# Labor	Disputes	May	Have	an	Adverse	Effect	on	the	Company's	Business.

In	a	variety	of	the	Company's	businesses,	it	engages	the	services	of	employees	who	are	subject	to	collective	bargaining	agreements.	If	the	Company	is	unable	to	renew expiring	collective	bargaining	agreements,	it	is	possible	that	the	affected	unions	could	take	action	in	the	form	of	strikes	or	work	stoppages.	Such	actions,	as	well	as higher	costs	in	connection	with	these	collective	bargaining	agreements	or	a	significant	labor	dispute,	could	have	an	adverse	effect	on	the	Company's	business	by	causing delays	in	production	or	by	reducing	profit	margins.

# The	Market	Price	of	the	Company's	Stock	May	Fluctuate	Significantly.

The	Company	cannot	predict	the	prices	at	which	its	common	stock	may	trade.	The	market	price	of	the	Company's	common	stock	may	fluctuate	significantly,	depending upon	many	factors,	some	of	which	may	be	beyond	its	control,	including:	(1)	the	Company's	quarterly	or	annual	earnings,	or	those	of	other	companies	in	its

industry;	(2)	actual	or	anticipated	fluctuations	in	the	Company's	operating	results;	(3)	success	or	failure	of	the	Company's	business	strategy;	(4)	the	Company's	ability	to obtain	financing	as	needed;	(5)	changes	in	accounting	standards,	policies,	guidance,	interpretations	or	principles;	(6)	changes	in	laws	and	regulations	affecting	the Company's	business;	(7)	announcements	by	the	Company	or	its	competitors	of	significant	new	business	developments	or	customers;	(8)	announcements	by	the Company	or	its	competitors	of	significant	acquisitions	or	dispositions;	(9)	changes	in	earnings	estimates	by	securities	analysts	or	the	Company's	ability	to	meet	its earnings	guidance,	if	any;	(10)	the	operating	and	stock	price	performance	of	other	comparable	companies;	(11)	investor	perception	of	the	Company	and	the	industries	in which	it	operates;	(12)	results	from	material	litigation	or	governmental	investigations;	(13)	changes	in	capital	gains	taxes	and	taxes	on	dividends	affecting	stockholders; and	(14)	overall	market	fluctuations	and	general	economic	conditions.

# The	Separation	and	Distribution	Agreement	May	Restrict	the	Company	From	Acquiring	or	Owning	Certain	Types	of	Assets	in	the	U.S.

The	Federal	Communications	Commission	("FCC")	has	promulgated	certain	rules	and	regulations	that	limit	the	ownership	of	radio	and	television	broadcast	stations, television	broadcast	networks	and	newspapers	(the	"Broadcast	Ownership	Rules")	and	place	commercial	restrictions	on	a	cable	network	programmer	in	which	a	cable television	operator	holds	an	ownership	interest	(the	"Program	Access	Rules").	Under	the	FCC's	rules	for	determining	ownership	of	the	media	assets	described	above,	the Murdoch	Family	Trust's	ownership	interest	in	both	the	Company	and	21st	Century	Fox	following	the	Separation	would	generally	result	in	each	company's	businesses and	assets	being	attributable	to	the	Murdoch	Family	Trust	for	purposes	of	determining	compliance	with	the	Broadcast	Ownership	Rules	and	the	Program	Access	Rules. Consequently,	the	Company's	future	conduct,	including	its	acquisition	of	any	newspapers	in	the	same	local	markets	in	which	21st	Century	Fox	owns	or	operates television	stations	or	the	Company's	acquisition	of	an	ownership	interest	in	a	cable	operator,	may	affect	21st	Century	Fox's	ability	to	own	and	operate	its	television stations	or	otherwise	comply	with	the	Broadcast	Ownership	Rules,	or	may	subject	21st	Century	Fox	to	the	Program	Access	Rules.	Therefore,	the	Company	and	21st Century	Fox	agreed	in	the	Separation	and	Distribution	Agreement	that	if	the	Company	acquires,	after	the	Distribution	Date,	newspapers,	radio	or	television	broadcast stations	or	television	broadcast	networks	in	the	U.S.	and	such	acquisition	would	impede	or	be	reasonably	likely	to	impede	21st	Century	Fox's	business,	then	the Company	will	be	required	to	take	certain	actions,	including	divesting	assets,	in	order	to	permit	21st	Century	Fox	to	hold	its	media	interests	and	to	comply	with	such rules.	In	addition,	the	Company	will	be	prohibited	from	acquiring	an	interest	in	a	multichannel	video	programming	distributor,	including	a	cable	television	operator,	if such	acquisition	would	subject	21st	Century	Fox	to	the	Program	Access	Rules	to	which	it	is	not	then	subject.	This	agreement	effectively	limits	the	activities	or	strategic business	alternatives	available	to	the	Company	if	such	activities	or	strategic	business	alternatives	implicate	the	Broadcast	Ownership	Rules	or	Program	Access	Rules	and would	impede	or	be	reasonably	likely	to	impede	21st	Century	Fox's	business.

Certain	of	the	Company's	Directors	and	Officers	May	Have	Actual	or	Potential	Conflicts	of	Interest	Because	of	Their	Equity	Ownership	in	21st	Century	Fox,	and Certain	of	the	Company's	Officers	and	Directors	May	Have	Actual	or	Potential	Conflicts	of	Interest	Because	They	Also	Serve	as	Officers	and/or	on	the	Board	of Directors	of	21st	Century	Fox,	Which	May	Result	in	the	Diversion	of	Corporate	Opportunities	to	21st	Century	Fox.

Certain	of	the	Company's	directors	and	executive	officers	own	shares	of	21st	Century	Fox's	common	stock,	and	the	individual	holdings	may	be	significant	for	some	of these	individuals	compared	to	their	total	assets.	In	addition,	certain	of	the	Company's	officers	and	directors	also	serve	as	officers	and/or	as	directors	of	21st	Century	Fox, including	K.	Rupert	Murdoch,	who	serves	as	the	Company's	Executive	Chairman	and	Executive	Chairman	of	21st	Century	Fox,	Lachlan	K.	Murdoch,	who	serves	as	the Company's	Co-Chairman	and	Executive	Chairman	of	21st	Century	Fox,	and	James	R.	Murdoch,	who	serves	as	a	director	of	the	Company	and	Chief	Executive	Officer of	21st	Century	Fox.	This	ownership	or	service	to	both	companies	may	create,	or	may	create	the	appearance	of,	conflicts	of	interest	when	these	directors	and	officers	are faced	with	decisions	that	could	have	different	implications	for	the	Company	and	21st	Century	Fox.	For	example,	potential	conflicts	of	interest	could	arise	in	connection with	the	resolution	of	any	dispute	that	may	arise	between	the	Company	and	21st	Century	Fox

regarding	the	terms	of	the	agreements	governing	the	internal	reorganization,	the	Separation	and	the	relationship	thereafter	between	the	companies,	including	with	respect to	the	indemnification	of	certain	matters.	In	addition	to	any	other	arrangements	that	the	Company	and	21st	Century	Fox	may	agree	to	implement,	the	Company	and	21st Century	Fox	have	agreed	that	officers	and	directors	who	serve	at	both	companies	will	recuse	themselves	from	decisions	where	conflicts	arise	due	to	their	positions	at both	companies.

The	Company's	Restated	Certificate	of	Incorporation	acknowledges	that	the	Company's	directors	and	officers,	as	well	as	certain	of	its	stockholders,	including	K.	Rupert Murdoch,	certain	members	of	his	family	and	certain	family	trusts	(so	long	as	such	persons	continue	to	own,	in	the	aggregate,	10%	or	more	of	the	voting	stock	of	each	of the	Company	and	21st	Century	Fox),	each	of	which	is	referred	to	as	a	covered	stockholder,	are	or	may	become	stockholders,	directors,	officers,	employees	or	agents	of 21st	Century	Fox	and	certain	of	its	affiliates.	The	Company's	Restated	Certificate	of	Incorporation	provides	that	any	such	overlapping	person	will	not	be	liable	to	the Company,	or	to	any	of	its	stockholders,	for	breach	of	any	fiduciary	duty	that	would	otherwise	exist	because	such	individual	directs	a	corporate	opportunity	(other	than certain	limited	types	of	restricted	business	opportunities	set	forth	in	the	Company's	Restated	Certificate	of	Incorporation)	to	21st	Century	Fox	instead	of	the	Company. As	21st	Century	Fox	does	not	have	a	similar	provision	regarding	corporate	opportunities	in	its	certificate	of	incorporation,	the	provisions	in	the	Company's	Restated Certificate	of	Incorporation	could	result	in	an	overlapping	person	submitting	any	corporate	opportunities	other	than	restricted	business	opportunities	to	21st	Century	Fox instead	of	the	Company.

Certain	Provisions	of	the	Company's	Restated	Certificate	of	Incorporation,	Amended	and	Restated	By-laws,	Tax	Sharing	and	Indemnification	Agreement,	Separation and	Distribution	Agreement	and	Delaware	Law,	the	Company's	Second	Amended	and	Restated	Stockholder	Rights	Agreement	and	the	Ownership	of	the	Company's Common	Stock	by	the	Murdoch	Family	Trust	May	Discourage	Takeovers	and	the	Concentration	of	Ownership	Will	Affect	the	Voting	Results	of	Matters	Submitted	for Stockholder	Approval.

The	Company's	Restated	Certificate	of	Incorporation	and	Amended	and	Restated	By-laws	contain	certain	anti-takeover	provisions	that	may	make	more	difficult	or expensive	a	tender	offer,	change	in	control,	or	takeover	attempt	that	is	opposed	by	the	Company's	Board	of	Directors	or	certain	stockholders	holding	a	significant percentage	of	the	voting	power	of	the	Company's	outstanding	voting	stock.	In	particular,	the	Company's	Restated	Certificate	of	Incorporation	and	Amended	and Restated	By-laws	provide	for,	among	other	things:

•a	dual	class	common	equity	capital	structure;

•a	prohibition	on	stockholders	taking	any	action	by	written	consent	without	a	meeting;

•special	stockholders'	meeting	to	be	called	only	by	the	Chief	Executive	Officer,	the	Board	of	Directors,	or	the	holders	of	not	less	than	20%	of	the	voting power	of	the	Company's	outstanding	voting	stock;

•the	requirement	that	stockholders	give	the	Company	advance	notice	to	nominate	candidates	for	election	to	the	Board	of	Directors	or	to	make	stockholder proposals	at	a	stockholders'	meeting;

•the	requirement	of	an	affirmative	vote	of	at	least	65%	of	the	voting	power	of	the	Company's	outstanding	voting	stock	to	amend	or	repeal	its	by-laws;

•vacancies	on	the	Board	of	Directors	to	be	filled	only	by	a	majority	vote	of	directors	then	in	office;

•certain	restrictions	on	the	transfer	of	the	Company's	shares;	and

•the	Board	of	Directors	to	issue,	without	stockholder	approval,	Preferred	Stock	and	Series	Common	Stock	with	such	terms	as	the	Board	of	Directors	may determine.

These	provisions	could	discourage	potential	acquisition	proposals	and	could	delay	or	prevent	a	change	in	control	of	the	Company,	even	in	the	case	where	a	majority	of the	stockholders	may	consider	such	proposals,	if	effective,	desirable.

In	addition,	in	connection	with	the	Separation,	the	Company's	Board	of	Directors	adopted	a	stockholder	rights	agreement,	which	it	extended	in	June	2014	and	again	in June	2015.	Pursuant	to	the	second	amended	and	restated	stockholder	rights	agreement,	each	outstanding	share	of	the	Company's	common	stock	has	attached	to	it	a	right entitling	its	holder	to	purchase	from	the	Company	additional	shares	of	its	Class	A	Common	Stock	and	Class	B	Common	Stock	in	the	event	that	a	person	or	group acquires	beneficial	ownership	of	15%	or	more	of	the	then-outstanding	Class	B	Common	Stock	without	approval	of	the	Company's	Board	of	Directors,	subject	to exceptions	for	persons	beneficially	owning	15%	or	more	of	the	Company's	Class	B	Common	Stock	immediately	following	the	Separation.	The	stockholder	rights agreement	could	make	it	more	difficult	for	a	third-party	to	acquire	the	Company's	voting	common	stock	without	the	approval	of	its	Board	of	Directors.	The	rights	expire on	June	18,	2018,	except	as	otherwise	provided	in	the	rights	agreement.	Further,	as	a	result	of	his	ability	to	appoint	certain	members	of	the	board	of	directors	of	the corporate	trustee	of	the	Murdoch	Family	Trust,	which	beneficially	owns	less	than	one	percent	of	the	Company's	outstanding	Class	A	Common	Stock	and	approximately 38.4%	of	the	Company's	Class	B	Common	Stock	as	of	August	7,	2017,	K.	Rupert	Murdoch	may	be	deemed	to	be	a	beneficial	owner	of	the	shares	beneficially	owned by	the	Murdoch	Family	Trust.	K.	Rupert	Murdoch,	however,	disclaims	any	beneficial	ownership	of	these	shares.	Also,	K.	Rupert	Murdoch	beneficially	owns	or	may	be deemed	to	beneficially	own	an	additional	one	percent	of	the	Company's	Class	B	Common	Stock	and	less	than	one	percent	of	the	Company's	Class	A	Common	Stock	as of	August	7,	2017.	Thus,	K.	Rupert	Murdoch	may	be	deemed	to	beneficially	own	in	the	aggregate	less	than	one	percent	of	the	Company's	Class	A	Common	Stock	and approximately	39.4%	of	the	Company's	Class	B	Common	Stock	as	of	August	7,	2017.	This	concentration	of	voting	power	could	discourage	third	parties	from	making proposals	involving	an	acquisition	of	the	Company.	Additionally,	the	ownership	concentration	of	Class	B	Common	Stock	by	the	Murdoch	Family	Trust	increases	the likelihood	that	proposals	submitted	for	stockholder	approval	that	are	supported	by	the	Murdoch	Family	Trust	will	be	adopted	and	proposals	that	the	Murdoch	Family Trust	does	not	support	will	not	be	adopted,	whether	or	not	such	proposals	to	stockholders	are	also	supported	by	the	other	holders	of	Class	B	Common	Stock. Furthermore,	the	adoption	of	the	second	amended	and	restated	stockholder	rights	agreement	will	prevent,	unless	the	Company's	Board	of	Directors	otherwise	determines at	the	time,	other	potential	stockholders	from	acquiring	a	similar	ownership	position	in	the	Company's	Class	B	Common	Stock	and,	accordingly,	could	prevent	a meaningful	challenge	to	the	Murdoch	Family	Trust's	influence	over	matters	submitted	for	stockholder	approval.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

None.

# ITEM	2. PROPERTIES

The	Company	owns	and	leases	various	real	properties	in	the	U.S.,	Europe,	Australia	and	Asia	that	are	utilized	in	the	conduct	of	its	businesses.	Each	of	these	properties	is considered	to	be	in	good	condition,	adequate	for	its	purpose	and	suitably	utilized	according	to	the	individual	nature	and	requirements	of	the	relevant	operations.	The Company's	policy	is	to	improve	and	replace	property	as	considered	appropriate	to	meet	the	needs	of	the	individual	operation.

The	Company's	principal	real	properties	in	the	U.S.	are	the	following:

(a) The	U.S.	headquarters	of	the	Company,	located	at	1211	Avenue	of	the	Americas,	New	York,	New	York	and	the	offices	of	the	Company	located	at	1185	Avenue of	the	Americas,	New	York,	New	York,	each	of	which	are	subleased	from	21st	Century	Fox.	These	spaces	include	the	executive	and	corporate	offices	of	the Company,	the	executive	and	editorial	offices	of	Dow	Jones,	the	editorial	offices	of	the	Post	and	the	executive	offices	of	NAM;

(b) The	leased	offices	of	HarperCollins	U.S.	in	New	York,	New	York;

(c) The	leased	offices	of	HarperCollins	U.S.	in	Scranton,	Pennsylvania;

(d) The	leased	printing	plant	of	the	Post	located	in	Bronx,	New	York;

(e) The	leased	offices	of	Move	in	Santa	Clara,	California;

(f) The	leased	offices	of	NAM	in	Wilton,	Connecticut;	and

(g) The	office	space	campus	owned	by	the	Company	in	South	Brunswick,	New	Jersey.

# Europe

The	Company's	principal	real	properties	in	Europe	are	the	following:

(a) The	leased	headquarters	and	editorial	offices	of	the	London	operations	of	News	UK,	Dow	Jones	and	HarperCollins	at	The	News	Building,	1	London	Bridge Street,	London,	England;

(b) The	newspaper	production	and	printing	facilities	for	its	U.K.	newspapers,	which	consist	of:

1. The	leased	office	space	at	each	of	Fleet	House,	Peterborough,	England;	Dublin,	Ireland;	and	Glasgow	City	Centre,	Scotland;	and

2. The	freehold	interests	in	each	of	a	publishing	and	printing	facility	in	Broxbourne,	England	and	printing	facilities	in	Knowsley,	England	and	North Lanarkshire,	Scotland;	and

(c) The	leased	warehouse	and	office	facilities	of	HarperCollins	Publishers	Limited	in	Glasgow,	Scotland.

# Australia	and	Asia

The	Company's	principal	real	properties	in	Australia	and	Asia	are	the	following:

(a) The	Australian	newspaper	production	and	printing	facilities	which	consist	of:

1. The	Company-owned	print	center	and	office	building	in	Sydney,	Australia	at	which	The	Australian,	The	Daily	Telegraph	and	The	Sunday	Telegraph	are printed	and	published;

2. The	Company-owned	print	center	and	the	leased	office	facility	in	Melbourne,	Australia	at	which	Herald	Sun	and	Sunday	Herald	Sun	are	printed	and published;

3. The	Company-owned	print	center	and	office	building	in	Adelaide,	Australia	utilized	in	the	printing	and	publishing	of	The	Advertiser	and	Sunday	Mail;

4. The	Company-owned	print	center	and	office	building	in	Brisbane,	Australia	at	which	The	Courier	Mail	and	The	Sunday	Mail	are	printed	and	published; and

5. The	two	Company-owned	buildings	in	Perth,	Australia	used	to	print	and	publish	the	Perth	Sunday	Times^(1) ;

(b) The	leased	offices	and	studios	of	FOX	SPORTS	Australia	in	Sydney,	Australia;

(c) The	leased	offices	and	studios	of	FOX	SPORTS	Australia	in	Melbourne,	Australia;

(d) The	leased	corporate	offices	of	REA	Group	in	Melbourne,	Australia;	and

(e) The	leased	office	space	of	Dow	Jones	in	Hong	Kong.

In	June	2017,	following	the	sale	of	the	Perth	Sunday	Times,	the	Company	entered	into	an	agreement	to	sell	one	of	its	buildings	in	Perth,	and	the	transaction	is expected	to	be	completed	in	the	first	quarter	of	fiscal	2018.	The	Company	expects	to	dispose	of	the	remaining	building	during	fiscal	2018.

# ITEM	3. LEGAL	PROCEEDINGS

The	Company	routinely	is	involved	in	various	legal	proceedings,	claims	and	governmental	inspections	or	investigations,	including	those	discussed	below.

# 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	News	America	Incorporated	("NAI"),	News	America	Marketing	FSI	L.L.C.	("NAM	FSI")	and	News	America Marketing	In-Store	Services	L.L.C.	("NAM	In-Store	Services"	and,	together	with	NAI	and	NAM	FSI,	the	"NAM	Parties"),	captioned	Valassis Communications,	Inc.	v.	News	America	Incorporated,	et	al.,	No.	2:06-cv-10240	(E.D.	Mich.)	("Valassis	I"),	alleging	violations	of	federal	antitrust	laws, which	was	settled	in	February	2010.	On	November	8,	2013,	Valassis	filed	a	motion	for	expedited	discovery	in	the	previously	settled	case	based	on	its	belief that	defendants	had	engaged	in	activities	prohibited	under	an	order	issued	by	the	U.S.	District	Court	for	the	Eastern	District	of	Michigan	in	connection	with the	parties'	settlement,	which	motion	was	granted	by	the	magistrate	judge.

Valassis	subsequently	filed	a	Notice	of	Violation	of	the	order	issued	by	the	District	Court	in	Valassis	I.	The	Notice	re-asserted	claims	of	unlawful	bundling and	tying	which	the	magistrate	judge	had	previously	recommended	be	dismissed	from	Valassis	II,	described	below,	on	the	grounds	that	such	claims	could only	be	brought	before	a	panel	of	antitrust	experts	previously	appointed	in	Valassis	I	(the	"Antitrust	Expert	Panel"),	and	sought	treble	damages,	injunctive relief	and	attorneys'	fees	on	those	claims.	On	March	30,	2016,	the	District	Court	ordered	that	the	Notice	be	referred	to	the	Antitrust	Expert	Panel	and	further ordered	that	the	case	be	administratively	closed	and	that	it	may	be	re-opened	following	proceedings	before	the	Antitrust	Expert	Panel.

•	 On	November	8,	2013,	Valassis	also	filed	a	new	complaint	in	the	U.S.	District	Court	for	the	Eastern	District	of	Michigan	against	the	NAM	Group	alleging violations	of	federal	and	state	antitrust	laws	and	common	law	business	torts	("Valassis	II").	The	complaint	sought	treble	damages,	injunctive	relief	and attorneys'	fees	and	costs.	On	December	19,	2013,	the	NAM	Group	filed	a	motion	to	dismiss	the	newly	filed	complaint,	and	on	March	30,	2016,	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	and that	all	remaining	claims	in	the	NAM	Group's	motion	to	dismiss	be	referred	to	the	Antitrust	Expert	Panel.	The	District	Court	further	ordered	that	the	case	be administratively	closed	and	that	it	may	be	re-opened	following	proceedings	before	the	Antitrust	Expert	Panel.

The	Antitrust	Expert	Panel	was	convened	and,	on	February	8,	2017,	it	recommended	that	the	Notice	of	Violation	in	Valassis	I	be	dismissed	and	the	NAM	Group's counterclaims	in	Valassis	II	be	dismissed	with	leave	to	replead	three	of	the	four	counterclaims.	The	NAM	Group	filed	an	amended	counterclaim	on	February	27,	2017. Valassis	did	not	object	to	the	Antitrust	Expert	Panel's	recommendation	to	dismiss	Valassis	I,	and	the	parties	are	awaiting	the	District	Court's	order	of	dismissal.

However,	Valassis	filed	a	motion	with	the	District	Court	asserting	that	the	referral	of	Valassis	II	to	the	Antitrust	Expert	Panel	is	no	longer	valid	and	seeking	either	to	re- open	Valassis	II	in	the	District	Court	or	to	transfer	the	case	to	the	United	States	District	Court	for	the	Southern	District	of	New	York.	The	NAM	Group	opposed	the motion,	and	the	District	Court	heard	arguments	on	April	13,	2017.	While	it	is	not	possible	at	this	time	to	predict	with	any	degree	of	certainty	the	ultimate	outcome	of these	actions,	the	NAM	Group	believes	it	has	been	compliant	with	applicable	laws	and	intends	to	defend	itself	vigorously	in	both	actions.

# U.K.	Newspaper	Matters

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,	and

at	The	Sun,	and	related	matters	(the	"U.K.	Newspaper	Matters").	The	Company	has	admitted	liability	in	many	civil	cases	and	has	settled	a	number	of	cases.	The Company	also	settled	a	number	of	claims	through	a	private	compensation	scheme	which	was	closed	to	new	claims	after	April	8,	2013.

In	connection	with	the	Separation,	the	Company	and	21st	Century	Fox	agreed	in	the	Separation	and	Distribution	Agreement	that	21st	Century	Fox	would	indemnify	the Company	for	payments	made	after	the	Distribution	Date	arising	out	of	civil	claims	and	investigations	relating	to	the	U.K.	Newspaper	Matters	as	well	as	legal	and professional	fees	and	expenses	paid	in	connection	with	the	previously	concluded	criminal	matters,	other	than	fees,	expenses	and	costs	relating	to	employees	(i)	who	are not	directors,	officers	or	certain	designated	employees	or	(ii)	with	respect	to	civil	matters,	who	are	not	co-defendants	with	the	Company	or	21st	Century	Fox.	21st Century	Fox's	indemnification	obligations	with	respect	to	these	matters	will	be	settled	on	an	after-tax	basis.

The	net	expense	related	to	the	U.K.	Newspaper	Matters	in	Selling,	general	and	administrative	expenses	was	$10	million,	$19	million	and	$50	million	for	the	fiscal	years ended	June	30,	2017,	June	30,	2016	and	June	30,	2015,	respectively.	As	of	June	30,	2017,	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	$132	million,	of	which	approximately $82	million	will	be	indemnified	by	21st	Century	Fox,	and	a	corresponding	receivable	was	recorded	in	Other	current	assets	on	the	Balance	Sheet	as	of	June	30,	2017.	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.

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.

# ITEM	4. MINE	SAFETY	DISCLOSURES

Not	applicable.

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY SECURITIES

News	Corporation's	Class	A	Common	Stock	and	Class	B	Common	Stock	are	listed	and	traded	on	The	NASDAQ	Global	Select	Market	("NASDAQ"),	its	principal market,	under	the	symbols	"NWSA"	and	"NWS,"	respectively.	CHESS	Depositary	Interests	("CDIs")	representing	the	Company's	Class	A	Common	Stock	and	Class	B Common	Stock	are	listed	and	traded	on	the	Australian	Securities	Exchange	("ASX")	under	the	symbols	"NWSLV"	and	"NWS,"	respectively.	As	of	August	7,	2017, there	were	approximately	23,000	holders	of	record	of	shares	of	Class	A	Common	Stock	and	600	holders	of	record	of	shares	of	Class	B	Common	Stock.

The	following	table	sets	forth,	for	the	fiscal	periods	indicated,	the	high	and	low	sales	prices	for	the	Class	A	Common	Stock	and	Class	B	Common	Stock,	as	reported	on NASDAQ.

|  | Class	B	Common	Stock<br>				High | Low | Class	A	Common	Stock<br>				High | Low |
| :--- | :--- | :--- | :--- | :--- |
| Fiscal\tyear\tended\tJune\t30,\t2016: |  |  |  |  |
| First\tQuarter | $15.62 | 12.62 | 15.92 | 12.63 |
| Second\tQuarter | 15.74 | 12.24 | 15.68 | 12.16 |
| Third\tQuarter | 14.45 | 10.74 | 13.81 | 10.21 |
| Fourth\tQuarter | 13.55 | 10.90 | 13.06 | 10.54 |
| Fiscal\tyear\tended\tJune\t30,\t2017: |  |  |  |  |
| First\tQuarter | 14.65 | 11.50 | 14.34 | 11.05 |
| Second\tQuarter | 15.22 | 11.25 | 14.68 | 10.99 |
| Third\tQuarter | 13.80 | 11.90 | 13.48 | 11.51 |
| Fourth\tQuarter | 14.40 | 12.60 | 13.92 | 12.19 |

# Dividends

During	fiscal	2017	and	2016,	the	Company's	Board	of	Directors	(the	"Board	of	Directors")	declared	semi-annual	cash	dividends	on	both	the	Company's	Class	A Common	Stock	and	Class	B	Common	Stock.	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").	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.

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

|  | 2017 | 2016 |
| :--- | :--- | :--- |
| Cash\tdividends\tpaid\tper\tshare | $0.20 | $0.20 |

# Issuer	Purchases	of	Equity	Securities

In	May	2013,	the	Company's	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	fiscal	year	ended	June	30,	2017.	Through	August	7,	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	August	7,	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.

The	Company	did	not	purchase	any	of	its	Class	B	Common	Stock	during	the	fiscal	years	ended	June	30,	2017	and	2016.

# ITEM	6. SELECTED	FINANCIAL	DATA

The	selected	consolidated	financial	data	should	be	read	in	conjunction	with	"Item	7—Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations"	and	"Item	8—Financial	Statements	and	Supplementary	Data"	and	the	other	financial	information	included	elsewhere	herein.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017^(b) | 2016^(b) | 2015^(b) | 2014 | 2013^(c) |
|  |  | (in\tmillions\texcept\tper\tshare\tinformation) | (in\tmillions\texcept\tper\tshare\tinformation) |  |  |
| STATEMENT\tOF\tOPERATIONS\tDATA: |  |  |  |  |  |
| Revenues | $8,139 | $8,292 | $8,524 | $8,486 | $8,789 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tattributable\tto\tNews\tCorporation\tstockholders^(a) | (738) | 164 | 298 | 381 | 612 |
| Net\t(loss)\tincome\tattributable\tto\tNews\tCorporation\tstockholders | (738) | 179 | (147) | 239 | 506 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders— |  |  |  |  |  |
| basic\tand\tdiluted | (1.27) | 0.28 | 0.51 | 0.65 | 1.06 |
| Net\t(loss)\tincome\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand |  |  |  |  |  |
| diluted | (1.27) | 0.30 | (0.26) | 0.41 | 0.87 |
| Cash\tdividends\tper\tshare\tof\tClass\tA\tand\tClass\tB\tCommon\tStock | 0.20 | 0.20 | — | — | — |

|  |  |  | As	of	June	30, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 | 2014 | 2013 |
|  |  |  | (in\tmillions) |  |  |
| BALANCE\tSHEET\tDATA: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $2,016 | $1,832 | $1,951 | $3,145 | $2,381 |
| Total\tassets | \t 14,552 | \t 15,483 | \t 15,035 | \t 16,351 | \t 15,523 |
| Total\tborrowings | 379 | 372 | — | — | — |
| Redeemable\tpreferred\tstock | 20 | 20 | 20 | 20 | 20 |

During	the	fiscal	year	ended	June	30,	2017,	the	Company	recorded	non-cash	impairment	charges	of	approximately	$785	million,	of	which	approximately	$360 million	related	to	the	News	and	Information	Services	business	in	the	U.K.	and	approximately	$310	million	related	to	the	News	and	Information	Services	business in	Australia.	See	Note	7	to	the	Consolidated	Financial	Statements	of	News	Corporation.	Additionally,	during	the	fiscal	year	ended	June	30,	2017,	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	fiscal	year	ended	June	30,	2017.	See	Note	6	to	the	Consolidated	Financial	Statements	of	News Corporation. (a)

During	the	fiscal	year	ended	June	30,	2016,	the	Company	recognized	$158	million	($98	million,	net	of	tax)	in	net	settlement	costs	associated	with	the	NAM Group	and	Zillow	legal	settlements.	The	Company	recognized	one-time	costs	of	approximately	$280	million	in	connection	with	the	settlement	of	certain	litigation and	related	claims	at	News	America	Marketing	during	the	three	months	ended	March	31,	2016.	In	addition,	the	Company	recognized	a	gain	of	$122	million	in connection	with	the	settlement	of	litigation	with	Zillow,	Inc.,	which	reflects	settlement	proceeds	received	from	Zillow	of	$130	million,	less	$8	million	paid	to	the National	Association	of	Realtors ®	during	the	three	months	ended	June	30,	2016.

See	Notes	3,	4,	5,	6,	8	and	15	to	the	Consolidated	Financial	Statements	of	News	Corporation	for	information	with	respect	to	significant	acquisitions,	disposals, discontinued	operations,	impairment	charges,	restructuring	charges,	contingencies	and	legal	settlements	and	other	transactions	during	fiscal	2017,	2016	and	2015. On	June	28,	2013	(the	"Distribution	Date"),	the	Company	completed	the	separation	of	its	businesses	(the	"Separation")	from	Twenty-First	Century	Fox,	Inc. ("21st	Century	Fox").	As	of	the	effective	time	of	the	Separation,	all	of	the	outstanding	shares	of	the	Company	were	distributed	to	21st	Century	Fox	stockholders (b) (c)

based	on	a	distribution	ratio	of	one	share	of	Company	Class	A	or	Class	B	Common	Stock	for	every	four	shares	of	21st	Century	Fox	Class	A	or	Class	B	Common Stock,	respectively,	held	of	record	as	of	June	21,	2013	(the	"Record	Date").	Prior	to	the	Separation,	the	Company's	combined	financial	statements	were	prepared on	a	stand-alone	basis	derived	from	the	consolidated	financial	statements	and	accounting	records	of	21st	Century	Fox.	The	Company's	consolidated	statement	of operations	for	the	fiscal	year	ended	June	30,	2013	included	allocations	of	general	corporate	expenses	for	certain	support	functions	that	were	provided	on	a centralized	basis	by	21st	Century	Fox	and	not	recorded	at	the	business	unit	level,	such	as	expenses	related	to	finance,	human	resources,	information	technology, facilities	and	legal,	among	others.	These	expenses	were	allocated	to	the	Company	on	the	basis	of	direct	usage	when	identifiable,	with	the	remainder	allocated	on	a pro	rata	basis	of	consolidated	revenues,	operating	income,	headcount	or	other	measures	of	the	Company.	Management	believes	the	assumptions	underlying	these consolidated	financial	statements,	including	the	assumptions	regarding	allocating	general	corporate	expenses	from	21st	Century	Fox,	were	reasonable.

During	the	fiscal	year	ended	June	30,	2013,	the	Company	acquired	CMH,	a	media	investment	company	that	operates	in	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	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.	Additionally,	during	the	fiscal	year	ended	June	30,	2013,	the	Company	sold	its	44%	equity	interest	in	SKY	Network	Television	Ltd.	for approximately	$675	million	and	recorded	a	gain	of	approximately	$321	million	which	was	included	in	Other,	net	in	the	Statements	of	Operations	for	the	fiscal year	ended	June	30,	2013.

During	the	fiscal	year	ended	June	30,	2013,	the	Company	recorded	non-cash	impairment	charges	of	approximately	$1.4	billion.	The	charges	primarily	consisted of	a	write-down	of	the	Company's	goodwill	of	$494	million,	a	write-down	of	intangible	assets	(primarily	newspaper	mastheads)	of	$862	million	and	a	write-down of	fixed	assets	of	$46	million.

# ITEM	7. MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

This	discussion	and	analysis	contains	statements	that	constitute	"forward-looking	statements"	within	the	meaning	of	Section	21E	of	the	Securities	Exchange	Act	of	1934, as	amended	(the	"Exchange	Act"),	and	Section	27A	of	the	Securities	Act	of	1933,	as	amended.	All	statements	that	are	not	statements	of	historical	fact	are	forward- looking	statements.	The	words	"expect,"	"estimate,"	"anticipate,"	"predict,"	"believe"	and	similar	expressions	and	variations	thereof	are	intended	to	identify	forward- looking	statements.	These	statements	appear	in	a	number	of	places	in	this	discussion	and	analysis	and	include	statements	regarding	the	intent,	belief	or	current expectations	of	the	Company,	its	directors	or	its	officers	with	respect	to,	among	other	things,	trends	affecting	the	Company's	financial	condition	or	results	of	operations and	the	outcome	of	contingencies	such	as	litigation	and	investigations.	Readers	are	cautioned	that	any	forward-looking	statements	are	not	guarantees	of	future performance	and	involve	risks	and	uncertainties.	More	information	regarding	these	risks,	uncertainties	and	other	important	factors	that	could	cause	actual	results	to differ	materially	from	those	in	the	forward-looking	statements	is	set	forth	under	the	heading	"Risk	Factors"	in	Item	1A	of	this	Annual	Report	on	Form	10-K	(the "Annual	Report").	The	Company	does	not	ordinarily	make	projections	of	its	future	operating	results	and	undertakes	no	obligation	(and	expressly	disclaims	any obligation)	to	publicly	update	or	revise	any	forward-looking	statements,	whether	as	a	result	of	new	information,	future	events	or	otherwise,	except	as	required	by	law. Readers	should	carefully	review	this	document	and	the	other	documents	filed	by	the	Company	with	the	Securities	and	Exchange	Commission	(the	"SEC").	This	section should	be	read	together	with	the	Consolidated	Financial	Statements	of	News	Corporation	and	related	notes	set	forth	elsewhere	in	this	Annual	Report.

# INTRODUCTION

News	Corporation	(together	with	its	subsidiaries,	"News	Corporation,"	"News	Corp,"	the	"Company,"	"we,"	or	"us")	is	a	global	diversified	media	and	information services	company	comprised	of	businesses	across	a	range	of	media,	including:	news	and	information	services,	book	publishing,	digital	real	estate	services,	cable	network programming	in	Australia	and	pay-TV	distribution	in	Australia.

During	the	first	quarter	of	fiscal	2016,	management	approved	a	plan	to	dispose	of	the	Company's	digital	education	business.	As	a	result	of	the	plan	and	the discontinuation	of	further	significant	business	activities	in	the	Digital	Education	segment,	the	assets	and	liabilities	of	this	segment	were	classified	as	held	for	sale	and	the results	of	operations	have	been	classified	as	discontinued	operations	for	all	periods	presented.	Unless	indicated	otherwise,	the	information	in	the	notes	to	the Consolidated	Financial	Statements	relates	to	the	Company's	continuing	operations.	(See	Note	4—Discontinued	Operations	in	the	accompanying	Consolidated	Financial Statements).

For	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	the	Company	reclassified	its	listing	revenues	generated	primarily	from	agents,	brokers	and	developers	from advertising	revenue	to	real	estate	revenue	to	better	reflect	the	Company's	revenue	mix	and	how	management	reviews	the	performance	of	the	Digital	Real	Estate	Services segment.

The	consolidated	financial	statements	are	referred	to	herein	as	the	"Consolidated	Financial	Statements."	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	Consolidated	Financial	Statements	have	been	prepared	in	accordance	with	generally	accepted	accounting	principles	in the	United	States	of	America	("GAAP").

Management's	discussion	and	analysis	of	financial	condition	and	results	of	operations	is	intended	to	help	provide	an	understanding	of	the	Company's	financial condition,	changes	in	financial	condition	and	results	of	operations.	This	discussion	is	organized	as	follows:

•	 Overview	of	the	Company's	Business—This	section	provides	a	general	description	of	the	Company's	businesses,	as	well	as	developments	that	occurred during	the	three	fiscal	years	ended	June	30,	2017	and

through	the	date	of	this	filing	that	the	Company	believes	are	important	in	understanding	its	results	of	operations	and	financial	condition	or	to	disclose	known trends.

•	 Results	of	Operations—This	section	provides	an	analysis	of	the	Company's	results	of	operations	for	the	three	fiscal	years	ended	June	30,	2017.	This	analysis is	presented	on	both	a	consolidated	basis	and	a	segment	basis.	In	addition,	a	brief	description	is	provided	of	significant	transactions	and	events	that	impact	the comparability	of	the	results	being	analyzed.	The	Company	maintains	a	52-53	week	fiscal	year	ending	on	the	Sunday	closest	to	June	30	in	each	year.	Fiscal 2017,	fiscal	2016	and	fiscal	2015	included	52,	53	and	52	weeks,	respectively.	As	a	result,	the	Company	has	referenced	the	impact	of	the	53rd	week,	where applicable,	when	providing	analysis	of	the	results	of	operations.

•Liquidity	and	Capital	Resources—This	section	provides	an	analysis	of	the	Company's	cash	flows	for	the	three	fiscal	years	ended	June	30,	2017,	as	well	as	a discussion	of	the	Company's	financial	arrangements	and	outstanding	commitments,	both	firm	and	contingent,	that	existed	as	of	June	30,	2017.

•	 Critical	Accounting	Policies—This	section	discusses	accounting	policies	considered	important	to	the	Company's	financial	condition	and	results	of operations,	and	which	require	significant	judgment	and	estimates	on	the	part	of	management	in	application.	In	addition,	Note	2	to	the	Consolidated	Financial Statements	summarizes	the	Company's	significant	accounting	policies,	including	the	critical	accounting	policies	discussed	in	this	section.

# OVERVIEW	OF	THE	COMPANY'S	BUSINESSES

The	Company	manages	and	reports	its	businesses	in	the	following	five	segments:

•	 News	and	Information	Services—The	News	and	Information	Services	segment	includes	the	Company's	global	print,	digital	and	broadcast	radio	media platforms.	These	product	offerings	include	the	global	print	and	digital	versions	of	The	Wall	Street	Journal	and	the	Dow	Jones	Media	Group,	which	includes Barron's	and	MarketWatch,	as	well	as	the	Company's	suite	of	professional	information	products,	including	Factiva,	Dow	Jones	Risk	&	Compliance,	Dow Jones	Newswires,	Dow	Jones	PEVC	and	DJX.	The	Company	also	owns,	among	other	publications,	The	Australian,	The	Daily	Telegraph,	Herald Sun	and	The	Courier	Mail	in	Australia,	The	Times,	The	Sunday	Times,	The	Sun	and	The	Sun	on	Sunday	in	the	U.K.	and	the	New	York	Post	in	the	U.S.	This segment	also	includes	News	America	Marketing,	a	leading	provider	of	home-delivered	shopper	media,	in-store	marketing	products	and	services	and	digital marketing	solutions,	including	Checkout	51's	mobile	application,	as	well	as	Unruly,	a	leading	global	video	advertising	distribution	platform,	Wireless	Group, operator	of	talkSPORT,	the	leading	sports	radio	network	in	the	U.K.,	and	Storyful,	a	social	media	content	agency.

•	 Book	Publishing—The	Book	Publishing	segment	consists	of	HarperCollins,	the	second	largest	consumer	book	publisher	in	the	world,	with	operations	in	18 countries	and	particular	strengths	in	general	fiction,	nonfiction,	children's	and	religious	publishing.	HarperCollins	owns	more	than	120	branded	publishing imprints,	including	Harper,	William	Morrow,	HarperCollins	Children's	Books,	Avon,	Harlequin	and	Christian	publishers	Zondervan	and	Thomas	Nelson, and	publishes	works	by	well-known	authors	such	as	Harper	Lee,	Patricia	Cornwell,	Chip	and	Joanna	Gaines,	Rick	Warren,	Sarah	Young	and	Agatha	Christie and	popular	titles	such	as	The	Hobbit,	Goodnight	Moon,	To	Kill	a	Mockingbird,	Jesus	Calling	and	Hillbilly	Elegy.

•	 Digital	Real	Estate	Services—The	Digital	Real	Estate	Services	segment	consists	of	the	Company's	interests	in	REA	Group	Limited	("REA	Group"),	Move, Inc.	("Move")	and	DIAKRIT	International	Limited	("DIAKRIT").	REA	Group	is	a	publicly	traded	company	listed	on	the	Australian	Securities	Exchange ("ASX")	(ASX:	REA)	that	advertises	property	and	property-related	services	on	its	websites	and	mobile	applications	across	Australia	and	Asia,	including iProperty.com.	REA	Group	operates	Australia's	leading	residential	and	commercial	property	websites,	realestate.com.au	and	realcommercial.com.au.	The Company	holds	a	61.6%	interest	in	REA	Group.

marketplace.	Move	offers	real	estate	advertising	solutions	to	agents	and	brokers,	including	its	Connections 	for	Buyers	and	Advantage 	Pro	products. Move	also	offers	a	number	of	professional	software	and	services	products,	including	Top	Producer ®,	FiveStreet ®	and	ListHub .	The	Company	owns	an	80% interest	in	Move,	with	the	remaining	20%	being	held	by	REA	Group. SM SM TM

•	 Cable	Network	Programming—The	Cable	Network	Programming	segment	consists	of	FOX	SPORTS	Australia	and	Australian	News	Channel	Pty	Ltd ("ANC").	FOX	SPORTS	Australia	is	the	leading	sports	programming	provider	in	Australia,	with	eight	high	definition	television	channels	distributed	via cable,	satellite	and	IP,	several	interactive	viewing	applications	and	broadcast	rights	to	live	sporting	events	in	Australia	including:	National	Rugby	League,	the domestic	football	league,	international	cricket,	Australian	Rugby	Union	and	various	motorsports	programming.

ANC,	acquired	in	December	2016,	operates	the	SKY	NEWS	network,	Australia's	24-hour	multi-channel,	multi-platform	news	service.	ANC	channels	are broadcast	throughout	Australia	and	New	Zealand	and	available	on	Foxtel	and	Sky	Television.	ANC	also	owns	and	operates	the	international	Australia Channel	IPTV	service	and	offers	content	across	a	variety	of	digital	media	platforms,	including	mobile,	podcasts	and	social	media	websites.

•	 Other—The	Other	segment	consists	primarily	of	general	corporate	overhead	expenses,	the	corporate	Strategy	and	Creative	Group	and	costs	related	to	the U.K.	Newspaper	Matters	(as	defined	in	"Item	3.	Legal	Proceedings").	The	Company's	corporate	Strategy	and	Creative	Group	was	formed	to	identify	new products	and	services	across	its	businesses	to	increase	revenues	and	profitability	and	to	target	and	assess	potential	acquisitions,	investments	and	dispositions.

Revenue	at	the	News	and	Information	Services	segment	is	derived	from	the	sale	of	advertising,	circulation	and	subscriptions,	as	well	as	licensing.	Adverse	changes	in general	market	conditions	for	advertising	continue	to	affect	revenues.	Advertising	revenues	at	the	News	and	Information	Services	segment	are	also	subject	to	seasonality, with	revenues	typically	being	highest	in	the	Company's	second	fiscal	quarter	due	to	the	end-of-year	holiday	season	in	its	main	operating	geographies.	Circulation	and subscription	revenues	can	be	greatly	affected	by	changes	in	the	prices	of	the	Company's	and/or	competitors'	products,	as	well	as	by	promotional	activities.

Operating	expenses	include	costs	related	to	paper,	production,	distribution,	third	party	printing,	editorial,	commissions	and	radio	sports	rights.	Selling,	general	and administrative	expenses	include	promotional	expenses,	salaries,	employee	benefits,	rent	and	other	routine	overhead.

The	News	and	Information	Services	segment's	advertising	volume	and	rates,	circulation	and	the	price	of	paper	are	the	key	variables	whose	fluctuations	can	have	a material	effect	on	the	Company's	operating	results	and	cash	flow.	The	Company	has	to	anticipate	the	level	of	advertising	volume	and	rates,	circulation	and	paper	prices in	managing	its	businesses	to	maximize	operating	profit	during	expanding	and	contracting	economic	cycles.	The	Company	continues	to	be	exposed	to	risks	associated with	paper	used	for	printing.	Paper	is	a	basic	commodity	and	its	price	is	sensitive	to	the	balance	of	supply	and	demand.	The	Company's	expenses	are	affected	by	the cyclical	increases	and	decreases	in	the	price	of	paper.	The	News	and	Information	Services	segment's	products	compete	for	readership,	audience	and	advertising	with local	and	national	competitors	and	also	compete	with	other	media	alternatives	in	their	respective	markets.	Competition	for	circulation	and	subscriptions	is	based	on	the content	of	the	products	provided,	pricing	and,	from	time	to	time,	various	promotions.	The	success	of	these	products	also	depends	upon	advertisers'	judgments	as	to	the most	effective	use	of	their	advertising	budgets.	Competition	for	advertising	is	based	upon	the	reach	of	the	products,	advertising	rates	and	advertiser	results.	Such judgments	are	based	on	factors	such	as	cost,	availability	of	alternative	media,	distribution	and	quality	of	consumer	demographics.

The	Company's	traditional	print	business	faces	challenges	from	alternative	media	formats	and	shifting	consumer	preferences.	The	Company	is	also	exposed	to	the impact	of	long-term	structural	movements	in	advertising	spending,	in	particular,	the	move	in	advertising	from	print	to	digital.	These	alternative	media	formats	could impact	the	Company's	overall	performance,	positively	or	negatively.	In	addition,	technologies	have	been	and	will	continue	to	be	developed	that	allow	users	to	block advertising	on	websites	and	mobile	devices,	which	may	impact	advertising	rates	or	revenues.

As	a	multi-platform	news	provider,	the	Company	recognizes	the	importance	of	maximizing	revenues	from	a	variety	of	media	formats	and	platforms,	both	in	terms	of paid-for	content	and	in	new	advertising	models,	and	continues	to	invest	in	its	digital	products.	Technologies	such	as	smartphones,	tablets	and	similar	devices	and	their related	applications	provide	continued	opportunities	for	the	Company	to	make	its	content	available	to	a	new	audience	of	readers,	introduce	new	or	different	pricing schemes,	and	develop	its	products	to	continue	to	attract	advertisers	and/or	affect	the	relationship	between	content	providers	and	consumer.	The	Company	continues	to develop	and	implement	strategies	to	exploit	its	content	across	a	variety	of	media	channels	and	platforms.

The	Book	Publishing	segment	derives	revenues	from	the	sale	of	general	fiction,	nonfiction,	children's	and	religious	books	in	the	U.S.	and	internationally.	The	revenues and	operating	results	of	the	Book	Publishing	segment	are	significantly	affected	by	the	timing	of	releases	and	the	number	of	its	books	in	the	marketplace.	The	book publishing	marketplace	is	subject	to	increased	periods	of	demand	during	the	end-of-year	holiday	season	in	its	main	operating	geographies.	This	marketplace	is	highly competitive	and	continues	to	change	due	to	technological	developments,	including	additional	digital	platforms	and	distribution	channels,	and	other	factors.	Each	book	is a	separate	and	distinct	product,	and	its	financial	success	depends	upon	many	factors,	including	public	acceptance.

Major	new	title	releases	represent	a	significant	portion	of	the	Book	Publishing	segment's	sales	throughout	the	fiscal	year.	Print-based	consumer	books	are	generally	sold on	a	fully	returnable	basis,	resulting	in	the	return	of	unsold	books.	In	the	domestic	and	international	markets,	the	Book	Publishing	segment	is	subject	to	global	trends	and local	economic	conditions.	Operating	expenses	for	the	Book	Publishing	segment	include	costs	related	to	paper,	printing,	authors'	royalties,	editorial,	promotional,	art and	design	expenses.	Selling,	general	and	administrative	expenses	include	salaries,	employee	benefits,	rent	and	other	routine	overhead.

The	Digital	Real	Estate	Services	segment	generates	revenue	through	the	sale	of	real	estate	listing	products	to	agents,	brokers	and	developers	and	display	advertising	on its	residential	real	estate	and	commercial	property	sites	and	also	licenses	certain	professional	software	products	on	a	subscription	basis.	Significant	expenses	associated with	these	sites	and	software	solutions	include	development	costs,	advertising	and	promotional	expenses,	hosting	and	support	services,	salaries,	employee	benefits	and other	routine	overhead	expenses.

Consumers	are	increasingly	turning	to	the	Internet	and	mobile	devices	for	real	estate	information.	The	Digital	Real	Estate	Services	segment's	success	depends	on	its continued	innovation	to	provide	products	and	services	that	make	its	websites	and	mobile	applications	useful	for	consumers	and	real	estate	and	mortgage	professionals and	attractive	to	its	advertisers.

The	Cable	Network	Programming	segment	consists	of	FOX	SPORTS	Australia	and	ANC.	FOX	SPORTS	Australia	offers	the	following	eight	channels	in	high definition:	FOX	SPORTS	501,	FOX	SPORTS	503,	FOX	SPORTS	505,	FOX	SPORTS	506,	FOX	LEAGUE,	FOX	FOOTY,	FOX	SPORTS	MORE	and	FOX	SPORTS NEWS.	Revenue	is	primarily	derived	from	monthly	affiliate	fees	received	from	pay-TV	providers	(mainly	Foxtel)	based	on	the	number	of	subscribers.

FOX	SPORTS	Australia	competes	primarily	with	ESPN,	beIN	SPORTS,	the	Free-To-Air	channels	and	certain	telecommunications	companies	in	Australia.

ANC	offers	the	following	channels:	SKY	NEWS	LIVE,	SKY	NEWS	BUSINESS,	SKY	NEWS	WEATHER,	SKY	NEWS	Multiview,	A-PAC	Australia's	Public	Affairs Channel	and	SKY	NEWS	New	Zealand.	ANC	also	owns	and	operates	the	Australia	Channel	IPTV	service	for	international	markets.	Revenue	is	primarily	derived	from monthly	affiliate	fees	received	from	pay-TV	providers	based	on	the	number	of	subscribers	and	advertising.

The	most	significant	operating	expenses	of	the	Cable	Network	Programming	segment	are	the	acquisition	and	production	expenses	related	to	programming	and	the expenses	related	to	operating	the	technical	facilities	of	the	broadcast	operations.	The	expenses	associated	with	licensing	certain	programming	rights	are	recognized during	the	applicable	season	or	event,	which	can	cause	results	at	the	Cable	Network	Programming	segment	to	fluctuate	based	on	the	timing	and	mix	of	the	Company's local	and	international	sports	programming.	Other	expenses	include	marketing	and	promotional	expenses	related	to	improving	the	market	visibility	and	awareness	of	the channels	and	their	programming.	Additional	expenses	include	salaries,	employee	benefits,	rent	and	other	routine	overhead	expenses.

The	Other	segment	primarily	consists	of	general	corporate	overhead	expenses,	the	corporate	Strategy	and	Creative	Group	and	costs	related	to	the	U.K.	Newspaper Matters.	The	Company's	corporate	Strategy	and	Creative	Group	was	formed	to	identify	new	products	and	services	across	the	Company's	businesses	to	increase	revenues and	profitability	and	to	target	and	assess	potential	acquisitions,	investments	and	dispositions.

# Other	Business	Developments

In	July	2017,	REA	Group	acquired	an	80.3%	interest	in	Smartline	Home	Loans	Pty	Limited	("Smartline")	for	A$69	million	in	cash	(approximately	$55	million).	The minority	shareholders	have	the	option	to	sell	the	remaining	19.7%	interest	to	REA	Group	beginning	three	years	after	closing	at	a	price	dependent	on	the	financial performance	of	Smartline.	If	the	option	is	not	exercised,	the	minority	interest	will	become	mandatorily	redeemable	four	years	after	closing.	As	a	result,	REA	Group	will recognize	a	liability	in	the	first	quarter	of	fiscal	2018	for	the	present	value	of	the	amount	expected	to	be	paid	for	the	remaining	interest	based	on	the	formula	specified	in the	acquisition	agreement.	Smartline	is	one	of	Australia's	premier	mortgage	broking	franchise	groups,	and	the	investment	provides	REA	Group's	financial	services business	with	greater	scale	and	capability.

In	January	2017,	REA	Group	acquired	an	approximate	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	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	interest	in	Elara	decreased to	approximately	23%.

In	December	2016,	REA	Group	sold	its	European	business	for	approximately	$140	million	(approximately	€133	million)	in	cash,	which	resulted	in	a	pre-tax	gain	of $107	million	for	the	fiscal	year	ended	June	30,	2017.	The	sale	allows	REA	Group	to	focus	on	its	core	businesses	in	Australia	and	Asia.

In	December	2016,	the	Company	acquired	Australian	Regional	Media	("ARM")	from	HT&E	Limited	(formerly	APN	News	and	Media	Limited)	("HT&E")	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.

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	continues	to	closely	align	Wireless	Group's	operations	with	those	of	The	Sun	and	The	Times.	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.

In	May	2016,	REA	Group	acquired	Flatmates.com.au	Pty	Ltd	("Flatmates")	for	$19	million	in	cash	at	closing	and	up	to	$15	million	in	future	cash	consideration	related to	payments	contingent	upon	the	achievement	of	certain	performance	objectives.	Flatmates	operates	the	Flatmates.com.au	website,	which	is	a	market	leading	share accommodation	site	in	Australia.	The	acquisition	enhances	REA	Group's	Australian	product	offering	by	extending	its	reach	into	the	quickly	growing	share accommodation	business.	Flatmates	is	a	subsidiary	of	REA	Group,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

In	February	2016,	the	Company	acquired	a	92%	interest	in	DIAKRIT	for	approximately	$40	million	in	cash.	The	Company	has	the	option	to	purchase,	and	the	minority shareholders	also	have	the	option	to	sell	to	the	Company,	the	remaining	8%	in	two	tranches	over	the	six	years	following	the	closing	at	fair	value.	DIAKRIT	is	a	leader	in 3D	visualization	products,	digital	sales	applications	and	professional	services	for	the	real	estate	industry.	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.

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%	interest	will	become	mandatorily	redeemable	during	fiscal	2018,	and	as	a	result,	the	Company	recognized	a	liability of	approximately	$76	million.	The	acquisition	was	funded	primarily	with	the	proceeds	from	borrowings	under	an	unsecured	syndicated	revolving	loan	facility	(the	"REA Facility").	(See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements).	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.	During	the	fiscal	year	ended	June	30,	2016,	REA	Group	recognized	a	gain	of	$29	million	related	to	the	revaluation	of	its	previously	held	equity interest	in	iProperty	in	Other,	net	in	the	Statements	of	Operations.

The	total	fair	value	of	iProperty	at	the	acquisition	date	is	set	forth	below	(in	millions):

| Cash	paid	for	iProperty	equity<br>Deferred	consideration | $340<br>76 |
| :--- | :--- |
| Total\tconsideration | \t 416 |
| Fair\tvalue\tof\tpreviously\theld\tiProperty\tinvestment | \t 120 |
| Total\tfair\tvalue | $536 |

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. 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.

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	News	and	Information	Services	segment.

During	fiscal	2015,	the	Company	purchased	a	14.99%	interest	in	HT&E	for	approximately	$112	million.	During	fiscal	2016,	the	Company	participated	in	an	entitlement offer	to	maintain	its	14.99%	interest	in	HT&E	for	$20	million.	During	the	second	quarter	of	fiscal	2017,	the	Company	participated	in	an	entitlement	offer	for	$21	million and	its	interest	was	diluted	from	14.99%	to	13.23%.	During	the	fourth	quarter	of	fiscal	2017,	the	Company's	interest	increased	from	13.23%	to	13.40%	as	a	result	of dividend	reinvestment.	HT&E	operates	a	portfolio	of	Australian	radio	and	outdoor	media	assets.

In	November	2014,	the	Company	completed	its	acquisition	of	Move,	a	leading	provider	of	online	real	estate	services.	The	acquisition	expanded	the	Company's	digital real	estate	services	business	into	the	U.S.,	one	of	the	largest	real	estate	markets.	The	aggregate	cash	payment	at	closing	to	acquire	the	outstanding	shares	of	Move	was approximately	$864	million,	which	was	funded	with	cash	on	hand.	The	Company	also	assumed	equity-based	compensation	awards	with	a	fair	value	of	$67	million,	of which	$28	million	was	allocated	to	pre-combination	services	and	included	in	total	consideration	transferred	for	Move.	The	remaining	$39	million	was	allocated	to	future services	and	was	expensed	over	the	weighted	average	remaining	service	period	of	2.5	years.	In	addition,	the	Company	assumed	Move's	outstanding	indebtedness	of approximately	$129	million,	which	the	Company	settled	following	the	acquisition,	and	acquired	approximately	$108	million	of	cash.

The	total	transaction	value	for	the	Move	acquisition	is	set	forth	below	(in	millions):

Move's	results	of	operations	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.

In	November	2014,	SEEKAsia	Limited	("SEEK	Asia"),	in	which	the	Company	owned	a	12.1%	interest,	acquired	the	online	employment	businesses	of	JobStreet Corporation	Berhad	("JobStreet"),	which	were	combined	with	JobsDB,	Inc.,	SEEK	Asia's	existing	online	employment	business.	The	transaction	was	funded	primarily through	additional	contributions	by	SEEK	Asia	shareholders	which	did	not	have	an	impact	on	the	Company's	ownership.	The	Company's	share	of	the	funding contribution	was	approximately	$60	million.	In	June	2015,	the	Company	purchased	an	additional	0.8%	interest	in	SEEK	Asia	for	approximately	$7	million,	which increased	the	Company's	investment	to	approximately	12.9%.	In	June	2016,	the	Company's	interest	in	SEEK	Asia	increased	to	approximately	13.75%	as	a	result	of	the repurchase	and	cancellation	of	shares	owned	by	certain	other	shareholders.

In	August	2014,	the	Company	acquired	Harlequin	Enterprises	Limited	("Harlequin")	from	Torstar	Corporation	for	$414	million	in	cash,	net	of	$19	million	of	cash acquired.	Harlequin	is	a	leading	publisher	of	women's	fiction	and	extends	HarperCollins'	global	platform,	particularly	in	Europe	and	Asia	Pacific.	Harlequin	is	a subsidiary	of	HarperCollins,	and	its	results	are	included	within	the	Book	Publishing	segment.

# Results	of	Operations—Fiscal	2017	versus	Fiscal	2016

The	following	table	sets	forth	the	Company's	operating	results	for	fiscal	2017	as	compared	to	fiscal	2016.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $2,860 | $3,025 | $(165) | (5)% |
| Circulation\tand\tsubscription | 2,470 | 2,569 | (99) | (4)% |
| Consumer | 1,573 | 1,578 | (5) | — |
| Real\testate | 696 | 619 | 77 | 12% |
| Other | 540 | 501 | 39 | 8% |
| Total\tRevenues | 8,139 | 8,292 | (153) | (2)% |
| Operating\texpenses | (4,529) | (4,728) | 199 | 4% |
| Selling,\tgeneral\tand\tadministrative | (2,725) | (2,722) | (3) | — |
| NAM\tGroup\tand\tZillow\tsettlements,\tnet | — | (158) | 158 | ** |
| Depreciation\tand\tamortization | (449) | (505) | 56 | 11% |
| Impairment\tand\trestructuring\tcharges | (927) | (89) | (838) | ** |
| Equity\t(losses)\tearnings\tof\taffiliates | (295) | 30 | (325) | ** |
| Interest,\tnet | 39 | 43 | (4) | (9)% |
| Other,\tnet | 132 | 18 | 114 | ** |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\t(expense)\tbenefit | (615) | 181 | (796) | ** |
| Income\ttax\t(expense)\tbenefit | (28) | 54 | (82) | ** |
| (Loss)\tincome\tfrom\tcontinuing\toperations | (643) | 235 | (878) | ** |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | — | 15 | (15) | ** |
| Net\t(loss)\tincome | (643) | 250 | (893) | ** |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (95) | (71) | (24) | (34)% |
| Net\t(loss)\tincome\tattributable\tto\tNews\tCorporation | (738) | $179 | $(917) | ** |

# ** not	meaningful

Revenues—Revenues	decreased	$153	million,	or	2%,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.	The	Revenue	decrease	was	mainly	due	to	a decrease	in	revenues	at	the	News	and	Information	Services	segment	of	$269	million,	primarily	resulting	from	weakness	in	the	print	advertising	market	across	mastheads, the	$143	million	negative	impact	of	foreign	currency	fluctuations	and	the	$77	million	impact	from	the	absence	of	the	53rd	week	in	fiscal	2017.	The	revenue	decrease was	partially	offset	by	the	acquisitions	of	Wireless	Group	and	ARM	which	contributed	$74	million	and	$61	million	in	revenues,	respectively.	The	decrease	in	the	News and	Information	Services	segment	was	partially	offset	by	increased	revenues	at	the	Digital	Real	Estate	Services	segment	of	$116	million,	primarily	as	a	result	of	higher revenues	at	both	REA	Group	and	Move.

The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	and	the	absence	of	the	53rd	week	in	fiscal	2017	resulted	in	revenue	decreases	of $147	million	and	$112	million,	respectively,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.	The	Company	calculates	the	impact	of	foreign	currency fluctuations	for	businesses	reporting	in	currencies	other	than	the	U.S.	dollar	by	multiplying	the	results	for	each	quarter	in	the	current	period	by	the	difference	between	the average	exchange	rate	for	that	quarter	and	the	average	exchange	rate	in	effect	during	the	corresponding	quarter	of	the	prior	year	and	totaling	the	impact	for	all	quarters	in the	current	period.

Operating	expenses—Operating	expenses	decreased	$199	million,	or	4%,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.	The	decrease	in	Operating expenses	for	the	fiscal	year	ended	June	30,	2017	was	mainly	due	to	a	decrease	in	operating	expenses	at	the	News	and	Information	Services	segment	of	$199	million,

primarily	as	a	result	of	the	impact	of	cost	savings	initiatives	and	lower	newsprint,	production,	and	distribution	costs	and	a	$74	million	positive	impact	from	foreign currency	fluctuations,	partially	offset	by	higher	costs	of	$75	million	associated	with	the	acquisitions	of	ARM	and	Wireless	Group.	The	impact	of	foreign	currency fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	an	Operating	expense	decrease	of	$59	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to fiscal	2016.

Selling,	general	and	administrative	expenses—Selling,	general	and	administrative	expenses	increased	$3	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to fiscal	2016.	The	increase	in	Selling,	general	and	administrative	expenses	was	primarily	due	to	higher	expenses	at	the	News	and	Information	Services	segment	of	$10 million,	mainly	due	to	$56	million	in	higher	costs	associated	with	the	acquisitions	of	Wireless	Group	and	ARM,	and	$19	million	in	higher	costs	at	News	America Marketing,	primarily	due	to	a	$12	million	increase	in	investment	spending	at	Checkout	51,	partially	offset	by	the	$63	million	positive	impact	of	foreign	currency fluctuations.	The	increase	was	also	attributable	to	a	one-time	corporate	charge	of	$11	million	associated	with	a	change	in	the	Company's	executive	management	in February	2017.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	Selling,	general	and	administrative	expense	decrease of	$87	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.

NAM	Group	and	Zillow	settlements,	net—During	the	fiscal	year	ended	June	30,	2016,	the	Company	recognized	one-time	costs	of	approximately	$280	million	in connection	with	the	settlement	of	certain	litigation	and	related	claims	at	News	America	Marketing	and	a	one-time	gain	of	$122	million	in	connection	with	the	settlement of	litigation	with	Zillow,	Inc.	("Zillow").	The	gain	reflects	settlement	proceeds	received	from	Zillow	of	$130	million,	less	$8	million	paid	to	the	National	Association	of Realtors ®	("NAR").	(See	Note	15—Commitments	and	Contingencies	in	the	accompanying	Consolidated	Financial	Statements).

Depreciation	and	amortization—Depreciation	and	amortization	expense	decreased	$56	million,	or	11%,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal 2016,	primarily	due	to	the	write-down	of	fixed	assets	at	the	Australian	newspapers	in	the	second	quarter	of	fiscal	2017	and	the	positive	impact	of	foreign	currency fluctuations.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	depreciation	and	amortization	expense	decrease	of	$9 million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.

Impairment	and	restructuring	charges—During	the	fiscal	year	ended	June	30,	2017,	the	Company	recognized	total	impairment	charges	of	$785	million,	primarily	at News	UK	and	News	Corp	Australia.	The	total	charges	consisted	of	a	write-down	of	the	Company's	fixed	assets	of	$679	million,	a	write-down	of	intangible	assets	of	$58 million	and	a	write-down	of	goodwill	of	$48	million.

During	the	fourth	quarter	of	fiscal	2017,	as	part	of	the	Company's	long-range	planning	process,	the	Company	reduced	its	outlook	for	the	U.K.	newspapers	due	to	the impact	of	adverse	print	advertising	and	print	circulation	trends	on	the	future	expected	performance	of	the	business.	As	a	result,	the	Company	recognized	a	non- cash	impairment	charge	of	approximately	$360	million	related	to	the	write-down	of	fixed	assets	at	the	U.K.	newspapers.	The	write-down	was	comprised	of approximately	$252	million	related	to	print	sites,	$85	million	related	to	printing	presses	and	print	related	equipment	and	$23	million	related	to	capitalized	software. Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	a	discount	rate	of	8.5%	and	a	-1.0%	long	term	growth	rate.

During	the	second	quarter	of	fiscal	2017,	the	Company	recognized	a	non-cash	impairment	charge	of	approximately	$310	million	primarily	related	to	the	write-down	of fixed	assets	at	the	Australian	newspapers.	The	write-down	was	a	result	of	the	impact	of	adverse	trends	on	the	future	expected	performance	of	the	Australian	newspapers, where	revenue	declines	from	continued	weakness	in	the	print	advertising	market	accelerated	during	the	second	quarter.	The	write-down	was	comprised	of	approximately $149	million	related	to	printing	presses	and	print	related	equipment,	$77	million	related	to	facilities,	$66	million	related	to	capitalized	software	and	$18	million	related to	tradenames.	Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	a	discount	rate	of	11.5%	and	no	long-term	growth.

In	fiscal	2017,	the	Company	recorded	restructuring	charges	of	$142	million,	of	which	$133	million	related	to	the	News	and	Information	Services	segment.	The restructuring	charges	were	primarily	related	to	employee	termination	benefits.

In	connection	with	a	reorganization	at	Dow	Jones,	the	Company	incurred	$38	million	of	restructuring	expense	in	fiscal	2017,	which	is	included	in	the	restructuring charges	discussed	above.	The	reorganization	is	expected	to	reduce	the	Company's	costs	by	approximately	$100	million	on	an	annualized	basis	by	the	end	of	fiscal	2018.

Equity	(losses)	earnings	of	affiliates—Equity	(losses)	earnings	of	affiliates	decreased	$325	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016, primarily	as	a	result	of	the	$227	million	non-cash	write-down	of	the	carrying	value	of	the	Company's	investment	in	Foxtel	to	fair	value	and	lower	net	income	at	Foxtel. (See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements).

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Foxtel^(a) | $(265) | $38 | $(303) | ** |
| Other\tequity\taffiliates,\tnet^(b) | (30) | (8) | (22) | ** |
| Total\tEquity\t(losses)\tearnings\tof\taffiliates | $(295) | $30 | $(325) | ** |

During	the	second	quarter	of	fiscal	2017,	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	fiscal	year	ended	June	30,	2017.	(See	Note	6— Investments	in	the	accompanying	Consolidated	Financial	Statements). (a)

In	accordance	with	Accounting	Standards	Codification	("ASC")	350,	"Intangibles—Goodwill	and	Other"	("ASC	350"),	the	Company	amortized	$68	million	and $52	million	related	to	excess	cost	over	the	Company's	proportionate	share	of	its	investment's	underlying	net	assets	allocated	to	finite-lived	intangible	assets during	the	fiscal	years	ended	June	30,	2017	and	2016,	respectively.	Such	amortization	is	reflected	in	Equity	(losses)	earnings	of	affiliates	in	the	Statements	of Operations.	(See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements).	The	increase	in	amortization	expense	recognized	by	the Company	in	fiscal	2017	resulted	from	a	corresponding	decrease	in	amortization	expense	recognized	by	Foxtel	as	certain	intangible	assets	were	fully	amortized	in fiscal	2016.

For	the	fiscal	year	ended	June	30,	2017,	Foxtel	revenues	increased	$32	million,	or	1%,	as	a	result	of	the	positive	impact	of	foreign	currency	fluctuations,	as revenues	decreased	2%	in	local	currency	due	to	lower	subscribers.	Operating	income	decreased	$20	million,	primarily	due	to	planned	increases	in	programming spend	and	the	lower	revenues	noted	above,	partially	offset	by	lower	depreciation	costs	and	the	positive	impact	of	foreign	currency	fluctuations.	Net	income decreased	$121	million,	mainly	due	to	$58	million	in	losses	associated	with	the	change	in	the	fair	value	of	Foxtel's	investment	in	Ten	Network	Holdings	("Ten") and	losses	of	$53	million	associated	with	Presto,	primarily	resulting	from	Foxtel	management's	decision	to	cease	Presto	operations	in	January	2017.	(See	Note	6 —Investments	in	the	accompanying	Consolidated	Financial	Statements).

During	the	first	quarter	of	fiscal	2017,	Foxtel	was	deemed	to	have	significant	influence	over	its	investment	in	Ten.	As	a	result,	Foxtel	was	required	to	treat	its investment	in	Ten	as	an	equity	method	investment.	Foxtel	elected	the	fair	value	option	under	ASC	825,	"Financial	Instruments"	("ASC	825")	and	adjusts	the carrying	value	of	the	Ten	investment	to	fair	value	each	reporting	period.	Although	Foxtel	ceased	to	have	significant

influence	in	Ten	during	the	third	quarter	of	fiscal	2017,	it	will	continue	to	adjust	the	carrying	value	of	the	Ten	investment	to	fair	value	each	reporting	period	due	to its	election	of	the	fair	value	option	under	ASC	825.	This	adjustment	will	be	recorded	as	a	component	of	Foxtel's	net	income.

Other	equity	affiliates,	net	for	the	fiscal	year	ended	June	30,	2017	includes	losses	primarily	from	the	Company's	interest	in	Elara.	Additionally,	during	the	fourth quarter	of	fiscal	2017,	the	Company	recognized	impairments	of	$9	million	on	certain	other	equity	method	investments.	The	impairments	are	reflected	in	Equity (losses)	earnings	of	affiliates	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2017.	(See	Note	6—Investments	in	the	accompanying	Consolidated Financial	Statements). (b)

Interest,	net—Interest,	net	for	the	fiscal	year	ended	June	30,	2017	decreased	$4	million,	or	9%,	as	compared	to	fiscal	2016,	primarily	due	to	higher	interest	expense associated	with	the	REA	Facility.	(See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements).

# Other,	net—

| (in	millions) | 2017 | 2016 |
| :--- | :--- | :--- |
| Gain\ton\tsale\tof\tREA\tGroup's\tEuropean\tbusiness^(a) | $107 | $\t— |
| Gain\ton\tiProperty\ttransaction^(b) | — | 29 |
| Impairment\tof\tmarketable\tsecurities\tand\tcost\tmethod\tinvestments^(c) | (21) | (21) |
| Gain\ton\tsale\tof\tother\tbusinesses | 19 | 2 |
| Gain\ton\tsale\tof\tequity\tmethod\tinvestments | 11 | 1 |
| Gain\ton\tsale\tof\tmarketable\tsecurities | 7 | 1 |
| Dividends\treceived\tfrom\tcost\tmethod\tinvestments | 3 | — |
| Other | 6 | 6 |
| Total\tOther,\tnet | $132 | $18 |

The	Company	recognized	a	pre-tax	gain	of	$107	million	in	the	year	ended	June	30,	2017	related	to	REA	Group's	sale	of	its	European	business.	(See	Note	3— Acquisitions,	Disposals,	and	Other	Transactions	in	the	accompanying	Consolidated	Financial	Statements). (a)

The	Company	recorded	a	$29	million	gain	resulting	from	the	revaluation	of	REA	Group's	previously	held	interest	in	iProperty	during	the	fiscal	year	ended June	30,	2016.	(See	Note	3—Acquisitions,	Disposals,	and	Other	Transactions	in	the	accompanying	Consolidated	Financial	Statements). (b)

The	Company	recorded	write-offs	and	impairments	of	certain	investments	in	the	fiscal	years	ended	June	30,	2017	and	2016.	These	write-offs	and	impairments were	taken	either	as	a	result	of	the	deteriorating	financial	position	of	the	investee	or	due	to	an	other-than-temporary	impairment	resulting	from	sustained	losses and	limited	prospects	for	recovery.	(See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements). (c)

Income	tax	(expense)	benefit—The	Company's	income	tax	expense	and	effective	tax	rate	for	the	fiscal	year	ended	June	30,	2017	were	$28	million	and	(5%), respectively,	as	compared	to	an	income	tax	benefit	and	effective	tax	rate	of	$54	million	and	(30%),	respectively,	for	fiscal	2016.

For	the	fiscal	year	ended	June	30,	2017	the	Company	recorded	a	tax	expense	of	$28	million	on	pre-tax	loss	of	$615	million	resulting	in	an	effective	tax	rate	that	was lower	than	the	U.S.	statutory	tax	rate.	The	lower	tax	rate	was	primarily	due	to	$139	million	of	lower	tax	benefits	on	impairments	and	write-downs	in	foreign	jurisdictions of	approximately	$1	billion,	a	tax	expense	of	approximately	$63	million	related	to	the	settlement	of	a	foreign	tax	audit	and	$40	million	related	to	the	recording	of valuation	allowance	against	foreign	net	operating	losses,	offset	by	lower	taxes	on	the	sale	of	certain	business	assets.

For	the	fiscal	year	ended	June	30,	2016,	the	Company	recorded	a	tax	benefit	of	$54	million	on	pre-tax	income	of	$181	million	resulting	in	an	effective	tax	rate	that	was lower	than	the	U.S.	statutory	tax	rate.	The	lower	tax	rate	was	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	effective	tax	rate	was	also	impacted	by	the	$29	million	non-taxable	gain	resulting	from	the revaluation	of	REA	Group's	previously	held	equity	interest	in	iProperty.	(See	Note	18—Income	Taxes	in	the	accompanying	Consolidated	Financial	Statements).

Income	(loss)	from	discontinued	operations,	net	of	tax—For	the	fiscal	year	ended	June	30,	2017,	the	Company	did	not	recognize	any	income	from	discontinued operations	as	the	operations	of	the	digital	education	business	were	discontinued	during	fiscal	2016.

For	the	fiscal	year	ended	June	30,	2016,	the	Company	recorded	income	from	discontinued	operations,	net	of	tax,	of	$15	million.	The	income	recognized	in	fiscal	2016 was	primarily	due	to	the	impact	of	a	$144	million	tax	benefit	recognized	upon	reclassification	of	the	Digital	Education	segment	to	discontinued	operations,	a	tax	benefit of	$30	million	related	to	the	operations	for	the	period	and	lower	operating	losses	as	a	result	of	the	sale	of	Amplify	Insight	and	Amplify	Learning,	which	more	than	offset the	pre-tax	non-cash	impairment	charge	recognized	in	the	first	quarter	of	fiscal	2016	of	$76	million	and	$17	million	in	severance	and	lease	termination	charges recognized	in	the	second	quarter	of	fiscal	2016.	(See	Note	4—Discontinued	Operations	in	the	accompanying	Consolidated	Financial	Statements).

Net	(loss)	income—Net	(loss)	income	decreased	$893	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016	primarily	due	to	non-cash	impairment charges	of	approximately	$785	million,	mainly	related	to	the	write-down	of	fixed	assets	at	the	U.K.	and	Australian	newspapers,	higher	equity	losses	of	affiliates, primarily	due	to	the	$227	million	non-cash	write-down	of	the	carrying	value	of	the	Company's	investment	in	Foxtel	to	fair	value,	the	absence	of	the	one-time	gain	of $122	million	in	connection	with	the	settlement	of	litigation	with	Zillow,	and	the	tax	benefit	related	to	the	release	of	valuation	allowances	and	income	from	discontinued operations	recognized	in	fiscal	2016	which	did	not	recur	in	fiscal	2017,	partially	offset	by	the	absence	of	the	$280	million	NAM	Group	settlement	charge	in	the	prior year	and	higher	Other,	net.

Net	income	attributable	to	noncontrolling	interests—Net	income	attributable	to	noncontrolling	interests	increased	by	$24	million	for	the	fiscal	year	ended	June	30, 2017	as	compared	to	fiscal	2016,	due	to	the	gain	on	the	sale	of	REA	Group's	European	business.

# Segment	Analysis

Segment	EBITDA	is	defined	as	revenues	less	operating	expenses	and	selling,	general	and	administrative	expenses	and	excluding	the	impact	from	the	NAM	Group	and Zillow	legal	settlements.	Segment	EBITDA	does	not	include:	depreciation	and	amortization,	impairment	and	restructuring	charges,	equity	(losses)	earnings	of	affiliates, interest,	net,	other,	net,	income	tax	(expense)	benefit	and	net	income	attributable	to	noncontrolling	interests.	Segment	EBITDA	may	not	be	comparable	to	similarly	titled measures	reported	by	other	companies,	since	companies	and	investors	may	differ	as	to	what	items	should	be	included	in	the	calculation	of	Segment	EBITDA.

Segment	EBITDA	is	the	primary	measure	used	by	the	Company's	chief	operating	decision	maker	to	evaluate	the	performance	of	and	allocate	resources	within	the Company's	businesses.	Segment	EBITDA	provides	management,	investors	and	equity	analysts	with	a	measure	to	analyze	the	operating	performance	of	each	of	the Company's	business	segments	and	its	enterprise	value	against	historical	data	and	competitors'	data,	although	historical	results	may	not	be	indicative	of	future	results	(as operating	performance	is	highly	contingent	on	many	factors,	including	customer	tastes	and	preferences).

Total	Segment	EBITDA	is	a	non-GAAP	measure	and	should	be	considered	in	addition	to,	not	as	a	substitute	for,	net	(loss)	income,	cash	flow	and	other	measures	of financial	performance	reported	in	accordance	with	GAAP.	In	addition,	this	measure	does	not	reflect	cash	available	to	fund	requirements	and	excludes	items,	such	as depreciation	and	amortization	and	impairment	and	restructuring	charges,	which	are	significant	components	in	assessing	the	Company's	financial	performance.	The Company	believes	that	the	presentation	of	Total	Segment	EBITDA	provides	useful	information	regarding	the	Company's	operations	and	other	factors	that	affect	the Company's	reported	results.	Specifically,	the	Company	believes	that	by	excluding	certain	one-time	or	non-cash	items	such	as	impairment	and	restructuring	charges	and depreciation	and	amortization,	as	well	as	potential	distortions	between	periods	caused	by	factors	such	as	financing	and	capital	structures	and	changes	in	tax	positions	or regimes,	the	Company	provides	users	of	its	consolidated	financial	statements	with	insight	into	both	its	core	operations	as	well	as	the	factors	that	affect	reported	results between	periods	but	which	the	Company	believes	are	not	representative	of	its	core	business.	As	a	result,	users	of	the	Company's	consolidated	financial	statements	are better	able	to	evaluate	changes	in	the	core	operating	results	of	the	Company	across	different	periods.	The	following	table	reconciles	Total	Segment	EBITDA	to	(Loss) income	from	continuing	operations:

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues | $8,139 | $8,292 | $(153) | (2)% |
| Operating\texpenses | (4,529) | (4,728) | 199 | 4% |
| Selling,\tgeneral\tand\tadministrative | (2,725) | (2,722) | (3) | —\t\t% |
| NAM\tGroup\tand\tZillow\tsettlements,\tnet | — | (158) | 158 | ** |
| Total\tSegment\tEBITDA | 885 | 684 | 201 | 29% |
| Depreciation\tand\tamortization | (449) | (505) | 56 | 11% |
| Impairment\tand\trestructuring\tcharges | (927) | (89) | (838) | ** |
| Equity\t(losses)\tearnings\tof\taffiliates | (295) | 30 | (325) | ** |
| Interest,\tnet | 39 | 43 | (4) | (9)% |
| Other,\tnet | 132 | 18 | 114 | ** |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\t(expense)\tbenefit | (615) | 181 | (796) | ** |
| Income\ttax\t(expense)\tbenefit | (28) | 54 | (82) | ** |
| (Loss)\tincome\tfrom\tcontinuing\toperations | $(643) | $235 | $(878) | ** |

|  |  | Segment |  | Segment |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Revenues | EBITDA | Revenues | EBITDA |
| News\tand\tInformation\tServices | $5,069 | $414 | $5,338 | $214 |
| Book\tPublishing | 1,636 | 199 | 1,646 | 185 |
| Digital\tReal\tEstate\tServices | 938 | 324 | 822 | 344 |
| Cable\tNetwork\tProgramming | 494 | 123 | 484 | 124 |
| Other | 2 | (175) | 2 | (183) |
| Total | $8,139 | $885 | $8,292 | $684 |

News	and	Information	Services	(62%	and	64%	of	the	Company's	consolidated	revenues	in	fiscal	2017	and	2016,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $2,608 | $2,810 | $(202) | (7)% |
| Circulation\tand\tsubscription | 2,010 | 2,107 | (97) | (5)% |
| Other | 451 | 421 | 30 | 7% |
| Total\tRevenues | 5,069 | 5,338 | (269) | (5)% |
| Operating\texpenses | (2,943) | (3,142) | 199 | 6% |
| Selling,\tgeneral\tand\tadministrative | (1,712) | (1,702) | (10) | (1)% |
| NAM\tGroup\tsettlement | — | (280) | 280 | ** |
| Segment\tEBITDA | $414 | $214 | $200 | 93% |

For	the	fiscal	year	ended	June	30,	2017,	revenues	at	the	News	and	Information	Services	segment	decreased	$269	million,	or	5%,	as	compared	to	fiscal	2016.	The	revenue decrease	was	mainly	due	to	lower	advertising	revenues	of	$202	million	as	compared	to	fiscal	2016,	primarily	resulting	from	weakness	in	the	print	advertising	market across	mastheads,	the	$33	million	impact	from	the	absence	of	the	53rd	week	in	fiscal	2017,	the	$28	million	negative	impact	from	foreign	currency	fluctuations	and lower	advertising	revenues	of	$16	million	from	the	Perth	Sunday	Times	which	was	sold	in	November	2016.	These	decreases	were	partially	offset	by	the	acquisitions	of Wireless	Group	and	ARM,	which	contributed	$63	million	and	$42	million	of	advertising	revenues,	respectively.	Circulation	and	subscription	revenues	for	the	fiscal	year ended	June	30,	2017	decreased	$97	million	as	compared	to	fiscal	2016,	primarily	due	to	the	$88	million	negative	impact	of	foreign	currency	fluctuations	and	the	$39 million	impact	from	the	absence	of	the	53rd	week	in	fiscal	2017,	which	more	than	offset	higher	circulation	and	subscription	revenues	at	Dow	Jones.	Other	revenues	for the	fiscal	year	ended	June	30,	2017	increased	$30	million	as	compared	to	fiscal	2016,	primarily	due	to	higher	brand	partnership	revenues	in	the	U.K.	of	$14	million, higher	third-party	printing	revenues	in	Australia	of	$10	million	and	the	acquisitions	of	Wireless	Group	and	Unruly,	which	contributed	$11	million	and	$8	million, respectively,	to	the	increase.	These	increases	were	partially	offset	by	the	$27	million	negative	impact	of	foreign	currency	fluctuations.	The	impact	of	foreign	currency fluctuations	of	the	U.S.	dollar	against	local	currencies	and	the	absence	of	the	53rd	week	in	fiscal	2017	resulted	in	revenue	decreases	of	$143	million	and	$77	million, respectively,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.

For	the	fiscal	year	ended	June	30,	2017,	Segment	EBITDA	at	the	News	and	Information	Services	segment	increased	$200	million,	or	93%,	as	compared	to	fiscal	2016. The	increase	was	primarily	due	to	the	absence	of	the	$280	million	NAM	Group	settlement	charge	in	the	prior	year	and	the	$12	million	impact	of	an	adjustment	to	the deferred	consideration	accrual	related	to	the	acquisition	of	Unruly.	These	factors	were	partially	offset	by	lower	contributions	from	News	Corp	Australia,	News	UK	and Dow	Jones	of	$44	million,	$36	million	and	$22	million,	respectively,	primarily	due	to	the	impact	of	lower	advertising	revenues	as	discussed	above,	partially	offset	by the	impact	of	cost	savings	initiatives	and	lower	newsprint,	production,	editorial	and	distribution	costs.

Revenues	at	the	Australian	newspapers	were	$1,271	million	for	the	fiscal	year	ended	June	30,	2017,	a	decrease	of	$21	million,	or	2%,	compared	to	fiscal	2016	revenues of	$1,292	million.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	and	the	absence	of	the	53rd	week	in	fiscal	2017	resulted	in	a revenue	increase	of	$43	million,	or	3%,	and	a	revenue	decrease	of	$21	million,	or	2%,	respectively,	for	the

fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.	Advertising	revenues	decreased	$46	million,	primarily	as	a	result	of	the	$94	million	impact	of	weakness	in the	print	advertising	market,	lower	advertising	revenues	of	$16	million	from	the	Perth	Sunday	Times,	which	was	sold	in	November	2016,	and	the	$14	million	impact from	the	absence	of	the	53rd	week	in	fiscal	2017.	These	decreases	were	partially	offset	by	the	acquisition	of	ARM,	which	contributed	$42	million	to	advertising revenues,	and	the	$25	million	positive	impact	of	foreign	currency	fluctuations.	Circulation	and	subscription	revenues	increased	$7	million	due	to	the	$14	million	positive impact	of	foreign	currency	fluctuations	and	$13	million	from	the	acquisition	of	ARM,	partially	offset	by	lower	circulation	and	subscription	revenues	of	$10	million primarily	from	the	Perth	Sunday	Times	and	the	$7	million	impact	from	the	absence	of	the	53rd	week	in	fiscal	2017,	as	price	increases	and	digital	subscriber	growth	were offset	by	print	volume	declines.	Other	revenues	increased	$18	million	primarily	due	to	higher	third-party	printing	revenues.

Revenues	were	$1,037	million	for	the	fiscal	year	ended	June	30,	2017,	a	decrease	of	$244	million,	or	19%,	as	compared	to	fiscal	2016	revenues	of	$1,281	million. Advertising	revenues	decreased	$114	million,	primarily	due	to	the	$52	million	negative	impact	of	foreign	currency	fluctuations	and	the	$51	million	impact	from weakness	in	the	print	advertising.	Circulation	and	subscription	revenues	decreased	$111	million,	primarily	due	to	the	$96	million	negative	impact	of	foreign	currency fluctuations	and	the	$13	million	impact	from	the	absence	of	the	53rd	week	in	fiscal	2017,	as	the	$33	million	impact	of	single-copy	volume	declines,	primarily	at	The Sun,	was	offset	by	the	$32	million	impact	of	cover	price	increases	across	The	Sun	and	The	Times.	Other	revenues	decreased	$19	million	due	to	the	$29	million	negative impact	of	foreign	currency	fluctuations,	which	more	than	offset	higher	brand	partnership	revenues.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against local	currencies	and	the	absence	of	the	53rd	week	in	fiscal	2017	resulted	in	revenue	decreases	of	$177	million	and	$21	million,	respectively,	for	the	fiscal	year	ended June	30,	2017	as	compared	to	fiscal	2016.

Revenues	were	$1,479	million	for	the	fiscal	year	ended	June	30,	2017,	a	decrease	of	$91	million,	or	6%,	as	compared	to	fiscal	2016	revenues	of	$1,570	million. Advertising	revenues	decreased	$103	million,	primarily	due	to	the	$95	million	impact	of	weakness	in	the	print	advertising	market.	Circulation	and	subscription	revenues increased	$9	million,	primarily	due	to	the	$38	million	impact	of	price	increases	and	volume	growth	at	The	Wall	Street	Journal,	partially	offset	by	the	$19	million	impact from	the	absence	of	the	53rd	week	in	fiscal	2017	and	the	$6	million	negative	impact	of	foreign	currency	fluctuations,	as	professional	information	business	revenues	were relatively	flat	compared	to	fiscal	2016.	The	absence	of	the	53rd	week	in	fiscal	2017	and	the	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local currencies	resulted	in	revenue	decreases	of	$26	million	and	$6	million,	respectively,	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.

Revenues	at	News	America	Marketing	were	$1,021	million	for	the	fiscal	year	ended	June	30,	2017,	an	increase	of	$9	million,	or	1%,	as	compared	to	fiscal	2016 revenues	of	$1,012	million.	The	increase	was	primarily	due	to	higher	other	revenues	of	$9	million	related	to	certain	merchandising	products.	Advertising	revenues	were flat,	as	higher	domestic	in-store	product	revenues	of	$42	million	and	certain	other	increases	were	offset	by	lower	home	delivered	revenues,	which	include	free-standing insert	products,	of	$51	million.

Book	Publishing	(20%	of	the	Company's	consolidated	revenues	in	fiscal	2017	and	2016)

|  |  | For	the	fiscal	years	ended	June	30, |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Consumer | $1,573 | $1,578 | $(5) | — |
| Other | 63 | 68 | (5) | (7)% |
| Total\tRevenues | 1,636 | 1,646 | (10) | (1)% |
| Operating\texpenses | (1,124) | (1,145) | 21 | 2% |
| Selling,\tgeneral\tand\tadministrative | (313) | (316) | 3 | 1% |
| Segment\tEBITDA | $199 | $185 | $14 | 8% |

For	the	fiscal	year	ended	June	30,	2017,	revenues	at	the	Book	Publishing	segment	decreased	$10	million,	or	1%,	as	compared	to	fiscal	2016.	The	decrease	was	mainly due	to	the	absence	of	$42	million	in	sales	of	Go	Set	a	Watchman	by	Harper	Lee,	the	$34	million	negative	impact	of	foreign	currency	fluctuations	and	the	$19	million impact	from	the	absence	of	the	53rd	week	in	fiscal	2017.	These	decreases	were	partially	offset	by	strong	frontlist	and	backlist	sales	in	the	general	books	category,	which increased	$43	million,	including	Hillbilly	Elegy	by	J.D.	Vance,	and	in	the	Christian	publishing	category,	which	increased	$24	million,	including	The	Magnolia	Story	by Chip	and	Joanna	Gaines	and	Jesus	Calling	and	Jesus	Always	by	Sarah	Young,	as	well	as	the	$25	million	impact	of	the	continued	expansion	of	HarperCollins'	global footprint.	Digital	sales	represented	19%	of	Consumer	revenues	during	the	fiscal	year	ended	June	30,	2017	and	were	flat	as	compared	to	fiscal	2016.

For	the	fiscal	year	ended	June	30,	2017,	Segment	EBITDA	at	the	Book	Publishing	segment	increased	$14	million,	or	8%,	as	compared	to	fiscal	2016.	The	increase	was primarily	due	to	the	mix	of	titles	as	compared	to	the	prior	year.

Digital	Real	Estate	Services	(12%	and	10%	of	the	Company's	consolidated	revenues	in	fiscal	2017	and	2016,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $165 | $133 | $32 | 24% |
| Circulation\tand\tsubscription | 58 | 64 | (6) | (9)% |
| Real\testate | 696 | 619 | 77 | 12% |
| Other | 19 | 6 | 13 | ** |
| Total\tRevenues | 938 | 822 | 116 | 14% |
| Operating\texpenses | (120) | (102) | (18) | (18)% |
| Selling,\tgeneral\tand\tadministrative | (494) | (498) | 4 | 1% |
| Zillow\tsettlement | \t — | 122 | (122) | ** |
| Segment\tEBITDA | $324 | $344 | $(20) | (6)% |

For	the	fiscal	year	ended	June	30,	2017,	revenues	at	the	Digital	Real	Estate	Services	segment	increased	$116	million,	or	14%,	as	compared	to	fiscal	2016.	At	REA Group,	revenues	increased	$66	million,	or	14%,	to	$525	million	in	fiscal	2017	from	$459	million	in	fiscal	2016,	primarily	due	to	a	$45	million	increase	in	Australian residential	depth	revenue	and	the	$18	million	positive	impact	of	foreign	currency	fluctuations,	partially	offset	by	an	$18	million	decrease	resulting	from	the	sale	of	REA Group's	European	business	in	December	2016.	Revenues	at	Move	increased	$37	million,	or	10%,	to	$394	million	in	fiscal	2017	from	$357	million	in	fiscal	2016,

primarily	due	to	a	$38	million	increase	in	Connections 	for	Buyers	product	revenues	and	a	$12	million	increase	in	non-listing	media	revenues,	partially	offset	by	the $12	million	impact	of	lower	revenues	from	TigerLead ®	,	which	was	sold	in	November	2016.	The	acquisition	of	DIAKRIT	also	contributed	$13	million	to	the	revenue increase	for	the	fiscal	year	ended	June	30,	2017. SM

For	the	fiscal	year	ended	June	30,	2017,	Segment	EBITDA	at	the	Digital	Real	Estate	Services	segment	decreased	$20	million,	or	6%,	as	compared	to	fiscal	2016.	The decrease	in	Segment	EBITDA	was	the	result	of	the	$63	million	lower	contribution	from	Move,	primarily	due	to	the	absence	of	the	$122	million	gain	recognized	in connection	with	the	settlement	of	litigation	with	Zillow	in	fiscal	2016	and	$11	million	of	increased	marketing	costs	to	drive	traffic	growth	and	brand	awareness,	partially offset	by	the	higher	revenues	noted	above	and	the	absence	of	$36	million	of	legal	costs,	primarily	related	to	the	Zillow	litigation.	The	decrease	was	partially	offset	by	the $46	million	higher	contribution	from	REA	Group,	primarily	due	to	the	higher	revenues	noted	above,	the	$11	million	positive	impact	of	foreign	currency	fluctuations	and the	absence	of	$12	million	of	costs	associated	with	REA	Group's	European	business,	which	was	disposed	of	in	fiscal	2017,	partially	offset	by	$16	million	in	higher	costs associated	with	higher	revenues	and	$14	million	in	higher	costs	related	to	the	acquisition	of	iProperty.

Cable	Network	Programming	(6%	of	the	Company's	consolidated	revenues	in	fiscal	2017	and	2016)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $86 | $81 | $5 | 6% |
| Circulation\tand\tsubscription | 402 | 398 | 4 | 1% |
| Other | 6 | 5 | 1 | 20% |
| Total\tRevenues | 494 | 484 | 10 | 2% |
| Operating\texpenses | (341) | (336) | (5) | (1)% |
| Selling,\tgeneral\tand\tadministrative | (30) | (24) | (6) | (25)% |
| Segment\tEBITDA | $123 | $124 | $(1) | (1)% |

For	the	fiscal	year	ended	June	30,	2017,	revenues	at	the	Cable	Network	Programming	segment	increased	$10	million,	or	2%	as	compared	to	fiscal	2016.	The	revenue increase	was	primarily	due	to	the	acquisition	of	ANC,	which	contributed	$20	million	of	revenue	in	fiscal	2017	and	the	$12	million	positive	impact	of	foreign	currency fluctuations.	These	increases	were	partially	offset	by	lower	affiliate	revenues	of	$11	million	at	FOX	SPORTS	Australia	and	the	$10	million	impact	of	the	absence	of	the 53rd	week	in	fiscal	2017.

For	the	fiscal	year	ended	June	30,	2017,	Segment	EBITDA	at	the	Cable	Network	Programming	segment	decreased	$1	million,	or	1%,	as	compared	to	fiscal	2016.	The decrease	in	Segment	EBITDA	was	due	to	the	$3	million	negative	impact	of	foreign	currency	fluctuations	as	the	impact	of	lower	revenues	at	FOX	SPORTS	Australia were	offset	by	lower	programming	rights	costs.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $3,025 | $3,349 | $(324) | (10)% |
| Circulation\tand\tSubscription | 2,569 | 2,608 | (39) | (1)% |
| Consumer | 1,578 | 1,594 | (16) | (1)% |
| Real\testate | 619 | 486 | 133 | 27% |
| Other | 501 | 487 | 14 | 3% |
| Total\tRevenues | 8,292 | 8,524 | (232) | (3)% |
| Operating\texpenses | (4,728) | (4,952) | 224 | 5% |
| Selling,\tgeneral\tand\tadministrative | (2,722) | (2,627) | (95) | (4)% |
| NAM\tGroup\tand\tZillow\tsettlements,\tnet | (158) | — | (158) | ** |
| Depreciation\tand\tamortization | (505) | (498) | (7) | (1)% |
| Impairment\tand\trestructuring\tcharges | (89) | (84) | (5) | (6)% |
| Equity\tearnings\tof\taffiliates | 30 | 58 | (28) | (48)% |
| Interest,\tnet | 43 | 56 | (13) | (23)% |
| Other,\tnet | 18 | 75 | (57) | (76)% |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\tbenefit\t(expense) | 181 | 552 | (371) | (67)% |
| Income\ttax\tbenefit\t(expense) | 54 | (185) | 239 | ** |
| Income\tfrom\tcontinuing\toperations | 235 | 367 | (132) | (36)% |
| Loss\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | 15 | (445) | 460 | ** |
| Net\tincome\t(loss) | 250 | (78) | 328 | ** |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (71) | (69) | (2) | (3)% |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation | $179 | $(147) | $326 | ** |

Revenues—Revenues	decreased	$232	million,	or	3%,	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.	The	revenue	decrease	was	mainly	due	to	a decrease	in	revenues	at	the	News	and	Information	Services	segment	of	$393	million,	primarily	resulting	from	the	$290	million	negative	impact	of	foreign	currency fluctuations,	weakness	in	the	print	advertising	market	across	mastheads	and	lower	free-standing	insert	product	revenues	at	News	America	Marketing	of	$98	million.	The revenue	decrease	was	partially	offset	by	an	increase	in	revenues	at	the	Digital	Real	Estate	Services	segment	of	$197	million,	primarily	as	a	result	of	the	acquisition	of Move	in	November	2014	and	increased	revenues	at	REA	Group.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	amount	against	local	currencies	and	the 53rd	week	in	fiscal	2016	resulted	in	a	revenue	decrease	of	$455	million	and	increase	of	$112	million,	respectively	for	the	fiscal	year	ended	June	30,	2016	as	compared	to fiscal	2015.

Operating	Expenses—Operating	expenses	decreased	$224	million,	or	5%,	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.	The	decrease	in	Operating expenses	was	mainly	due	to	a	decrease	in	operating	expenses	at	the	News	and	Information	Services	segment	of	$300	million,	primarily	as	a	result	of	the	$157	million positive	impact	of	foreign	currency	fluctuations,	lower	newsprint,	production	and	distribution	costs	and	the	impact	of	cost	savings	initiatives.	The	decrease	in	Operating expenses	was	partially	offset	by	higher	operating	expenses	at	the	Digital	Real	Estate	Services	segment	of	$44	million	due	to	the	acquisition	of	Move	in	November	2014 and	$39	million	at	the	Book	Publishing	segment	primarily	due	to	higher	costs	associated	with	increased	print	book	sales.	The	impact	of	foreign	currency	fluctuations	of the	U.S.	dollar	against	local	currencies	resulted	in	an	operating	expense	decrease	of	$199	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.

Selling,	general	and	administrative	expenses—Selling,	general	and	administrative	expenses	increased	$95	million,	or	4%,	for	the	fiscal	year	ended	June	30,	2016	as compared	to	fiscal	2015.	The	increase	in	Selling,	general	and	administrative	expenses	was	primarily	due	to	higher	expenses	at	the	Digital	Real	Estate	Services	segment of	$132	million	as	a	result	of	the	acquisition	of	Move	in	November	2014	and	increased	costs	in	the	News	and	Information	Services	segment	of	$16	million.	The increases	at	the	News	and	Information	Services	segment	were	primarily	due	to	increased	costs	of	$41	million	related	to	the	acquisition	of	Unruly	in	September	2015,	an approximate	$40	million	in	increased	brand	marketing	and	promotional	expenses	primarily	at	the	U.K.	newspapers,	and	$28	million	at	NAM	primarily	due	to	the acquisition	of	Checkout	51	in	July	2015,	partially	offset	by	the	$117	million	positive	impact	of	foreign	currency	fluctuations.	The	increases	were	partially	offset	by lower	costs	associated	with	the	U.K.	Newspaper	Matters	of	$31	million	and	lower	expenses	at	the	Book	Publishing	segment	of	$24	million	primarily	as	a	result	of	cost savings	initiatives.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	Selling,	general	and	administrative	expense decrease	of	$186	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.

NAM	Group	and	Zillow	settlements,	net—During	the	fiscal	year	ended	June	30,	2016,	the	Company	recognized	one-time	costs	of	approximately	$280	million	in connection	with	the	settlement	of	certain	litigation	and	related	claims	at	News	America	Marketing.	In	addition,	in	the	three	months	ended	June	30,	2016,	the	Company recognized	a	gain	of	$122	million	in	connection	with	the	settlement	of	litigation	with	Zillow,	which	reflects	settlement	proceeds	received	from	Zillow	of	$130	million, less	$8	million	paid	to	NAR.	(See	Note	15—Commitments	and	Contingences	in	the	accompanying	Consolidated	Financial	Statements).

Depreciation	and	amortization—Depreciation	and	amortization	expense	increased	$7	million,	or	1%,	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015, primarily	due	to	increased	depreciation	and	amortization	expense	at	the	Digital	Real	Estate	Services	segment	due	to	the	acquisition	of	Move	in	November	2014,	partially offset	by	the	positive	impact	of	foreign	currency	fluctuations.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a depreciation	and	amortization	expense	decrease	of	$27	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.

Restructuring	charges—In	fiscal	2016,	the	Company	recorded	restructuring	charges	of	$89	million,	of	which	$79	million	related	to	the	News	and	Information	Services segment.	The	restructuring	charges	were	primarily	related	to	employee	termination	benefits.

Equity	earnings	of	affiliates—Equity	earnings	of	affiliates	decreased	$28	million,	or	48%,	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015,	primarily as	a	result	of	lower	net	income	at	Foxtel.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
|  |  |  | Better/(Worse) |  |
| (in\tmillions,\texcept\t%) |  |  |  |  |
| Foxtel^(a) | $38 | $59 | $(21) | (36)% |
| Other\tequity\taffiliates^(b) | (8) | (1) | (7) | ** |
| Total\tEquity\tearnings\tof\taffiliates | $30 | $58 | $(28) | (48)% |

In	accordance	with	ASC	350,	the	Company	amortized	$52	million	and	$57	million	related	to	excess	cost	over	the	Company's	proportionate	share	of	its investment's	underlying	net	assets	allocated	to	finite-lived	intangible	assets	during	the	fiscal	years	ended	June	30,	2016	and	2015,	respectively.	Such	amortization is	reflected	in	Equity	earnings	of	affiliates	in	the	Statements	of	Operations.	(See	Note	6—Investments	in	the	accompanying (a)

Consolidated	Financial	Statements).	For	the	fiscal	year	ended	June	30,	2016,	Foxtel	revenues	decreased	$279	million,	or	10%,	as	a	result	of	the	negative	impact	of foreign	currency	fluctuations,	which	more	than	offset	higher	revenues	in	local	currency.	Operating	income	decreased	primarily	due	to	the	negative	net	impact	of foreign	currency	fluctuations,	increased	investment	in	programming	to	support	subscriber	growth,	higher	offer	costs	and	continued	investment	in	Presto,	partially offset	by	lower	depreciation	expense	resulting	from	Foxtel's	reassessment	of	the	useful	lives	of	cable	and	satellite	installations.	Net	income	decreased	as	a	result of	the	lower	operating	income	noted	above,	partially	offset	by	lower	income	tax	expense.

Other	equity	affiliates,	net	for	the	fiscal	year	ended	June	30,	2016	includes	losses	primarily	from	the	Company's	interests	in	Draftstars	and	Elara. (b)

Interest,	net—Interest,	net	for	the	fiscal	year	ended	June	30,	2016	decreased	$13	million,	or	23%,	as	compared	to	fiscal	2015,	primarily	due	to	the	negative	impact	of foreign	currency	fluctuations	and	interest	expense	associated	with	the	REA	Facility.	(See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements).

|  | 2016 |  | 2015 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Gain\ton\tiProperty\ttransaction^(a) | $29 |  | $\t— |
| Impairment\tof\tmarketable\tsecurities\tand\tcost\tmethod\tinvestments^(b) | (21) |  | (5) |
| Gain\ton\tsale\tof\tother\tbusinesses | 2 |  | — |
| Gain\ton\tsale\tof\tequity\tmethod\tinvestments | 1 |  | 7 |
| Gain\ton\tsale\tof\tmarketable\tsecurities^(c) | 1 |  | 29 |
| Dividends\treceived\tfrom\tcost\tmethod\tinvestments | — |  | 25 |
| Gain\ton\tsale\tof\tcost\tmethod\tinvestments | — |  | 15 |
| Other | 6 |  | 4 |
| Total\tOther,\tnet | $18 |  | $75 |

The	Company	recorded	a	$29	million	gain	resulting	from	the	revaluation	of	REA	Group's	previously	held	interest	in	iProperty	during	the	fiscal	year	ended June	30,	2016.	(See	Note	3—Acquisitions,	Disposals	and	Other	Transactions	in	the	accompanying	Consolidated	Financial	Statements). (a)

The	Company	recorded	write-offs	and	impairments	of	certain	investments	in	the	fiscal	years	ended	June	30,	2016	and	2015.	These	write-offs	and	impairments were	taken	either	as	a	result	of	the	deteriorating	financial	position	of	the	investee	or	due	to	an	other-than-temporary	impairment	resulting	from	sustained	losses and	limited	prospects	for	recovery.	(See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements). (b)

In	August	2014,	REA	Group	completed	the	sale	of	a	minority	interest	held	in	marketable	securities	for	total	cash	consideration	of	$104	million.	As	a	result	of	the sale,	REA	Group	recognized	a	pre-tax	gain	of	$29	million,	which	was	reclassified	out	of	accumulated	other	comprehensive	loss	and	included	in	Other,	net	in	the Statement	of	Operations. (c)

Income	tax	benefit	(expense)—The	Company's	income	tax	benefit	and	effective	tax	rate	for	the	fiscal	year	ended	June	30,	2016	were	$54	million	and	(30%), respectively,	as	compared	to	an	income	tax	expense	and	effective	tax	rate	of	$185	million	and	34%,	respectively,	for	fiscal	2015.

For	the	fiscal	years	ended	June	30,	2016	the	Company	recorded	a	tax	benefit	of	$54	million	on	pre-tax	income	of	$181	million	resulting	in	an	effective	tax	rate	that	was lower	than	the	U.S.	statutory	tax.	The	lower	tax	rate	was	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	effective	tax	rate	was	also	impacted	by	the	$29 million	non-taxable	gain	resulting	from	the	revaluation	of	REA	Group's	previously	held	equity	interest	in	iProperty.

For	the	fiscal	year	ended	June	30,	2015,	the	Company's	effective	tax	rate	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	and	changes	in	our	accrued	liabilities	for	uncertain	tax	positions.	(See	Note	18 —Income	Taxes	in	the	accompanying	Consolidated	Financial	Statements).

Income	(loss)	from	discontinued	operations,	net	of	tax—For	the	fiscal	year	ended	June	30,	2016,	the	Company	recorded	income	from	discontinued	operations,	net	of tax,	of	$15	million	as	compared	to	a	loss	of	$445	million	for	fiscal	2015.	The	income	recognized	in	fiscal	2016	was	primarily	due	to	the	impact	of	a	$144	million	tax benefit	recognized	upon	reclassification	of	the	Digital	Education	segment	to	discontinued	operations,	a	tax	benefit	of	$30	million	related	to	the	current	year	operations and	lower	operating	losses	as	a	result	of	the	sale	of	Amplify	Insight	and	Amplify	Learning,	which	more	than	offset	the	pre-tax	non-cash	impairment	charge	recognized	in the	first	quarter	of	fiscal	2016	of	$76	million	and	$17	million	in	severance	and	lease	termination	charges	recognized	in	the	second	quarter	of	fiscal	2016.	The	loss recognized	in	fiscal	2015	primarily	relates	to	a	non-cash	impairment	charge	of	$371	million	recorded	in	the	three	months	ended	June	30,	2015	and	a	full	year	of operating	losses	at	Amplify	in	2015.	(See	Note	4—Discontinued	Operations	in	the	accompanying	Consolidated	Financial	Statements).

Net	income	(loss)—Net	income	increased	$328	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015	primarily	due	to	higher	income	from discontinued	operations	and	the	income	tax	benefit	discussed	above,	partially	offset	by	the	negative	net	impact	of	the	NAM	Group	and	Zillow	legal	settlements,	lower Total	Segment	EBITDA,	the	lower	contribution	from	Other,	net,	lower	equity	earnings,	primarily	from	Foxtel,	and	lower	Interest,	net.

Net	income	attributable	to	noncontrolling	interests—Net	income	attributable	to	noncontrolling	interests	increased	by	$2	million	for	the	fiscal	year	ended	June	30,	2016 as	compared	to	fiscal	2015,	due	to	higher	results	at	REA	Group,	partially	offset	by	the	negative	impact	of	foreign	currency	fluctuations.

Segment	EBITDA	is	defined	as	revenues	less	operating	expenses,	selling,	general	and	administrative	expenses	and	the	NAM	Group	and	Zillow	settlement	charge. Segment	EBITDA	does	not	include:	depreciation	and	amortization,	restructuring	charges,	equity	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.

Total	Segment	EBITDA	is	a	non-GAAP	measure	and	should	be	considered	in	addition	to,	not	as	a	substitute	for,	net	income	(loss),	cash	flow	and	other	measures	of financial	performance	reported	in	accordance	with	GAAP.	In	addition,	this	measure	does	not	reflect	cash	available	to	fund	requirements	and	excludes	items,	such	as 58

depreciation	and	amortization	and	impairment	and	restructuring	charges,	which	are	significant	components	in	assessing	the	Company's	financial	performance.	The Company	believes	that	the	presentation	of	Total	Segment	EBITDA	provides	useful	information	regarding	the	Company's	operations	and	other	factors	that	affect	the Company's	reported	results.	Specifically,	the	Company	believes	that	by	excluding	certain	one-time	or	non-cash	items	such	as	impairment	and	restructuring	charges	and depreciation	and	amortization,	as	well	as	potential	distortions	between	periods	caused	by	factors	such	as	financing	and	capital	structures	and	changes	in	tax	positions	or regimes,	the	Company	provides	users	of	its	consolidated	financial	statements	with	insight	into	both	its	core	operations	as	well	as	the	factors	that	affect	reported	results between	periods	but	which	the	Company	believes	are	not	representative	of	its	core	business.	As	a	result,	users	of	the	Company's	consolidated	financial	statements	are better	able	to	evaluate	changes	in	the	core	operating	results	of	the	Company	across	different	periods.	The	following	table	reconciles	Total	Segment	EBITDA	to	Income (loss)	from	continuing	operations.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | Change\t% |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues | $8,292 | $8,524 | $(232) | (3)% |
| Operating\texpenses | (4,728) | (4,952) | 224 | 5% |
| Selling,\tgeneral\tand\tadministrative\texpenses | (2,722) | (2,627) | (95) | (4)% |
| NAM\tGroup\tand\tZillow\tsettlements,\tnet | (158) | — | (158) | ** |
| Total\tSegment\tEBITDA | 684 | 945 | (261) | (28)% |
| Depreciation\tand\tamortization | (505) | (498) | (7) | (1)% |
| Impairment\tand\trestructuring\tcharges | (89) | (84) | (5) | (6)% |
| Equity\tearnings\tof\taffiliates | 30 | 58 | (28) | (48)% |
| Interest,\tnet | 43 | 56 | (13) | (23)% |
| Other,\tnet | 18 | 75 | (57) | (76)% |
| Income\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\t(expense)\tbenefit | 181 | 552 | (371) | (67)% |
| Income\ttax\t(expense)\tbenefit | 54 | (185) | 239 | ** |
| Income\tfrom\tcontinuing\toperations | 235 | 367 | (132) | (36)% |

|  | Revenues | Segment<br>EBITDA | Revenues | Segment<br>EBITDA |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |  |
| News\tand\tInformation\tServices | $5,338 | $214 | $5,731 | $603 |
| Book\tPublishing | 1,646 | 185 | 1,667 | 221 |
| Digital\tReal\tEstate\tServices | 822 | 344 | 625 | 201 |
| Cable\tNetwork\tProgramming | 484 | 124 | 500 | 135 |
| Other | 2 | (183) | 1 | (215) |
| Total | $8,292 | $684 | $8,524 | $945 |

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $2,810 | $3,163 | $(353) | (11)% |
| Circulation\tand\tsubscription | 2,107 | 2,159 | (52) | (2)% |
| Other | 421 | 409 | 12 | 3% |
| Total\tRevenues | 5,338 | 5,731 | (393) | (7)% |
| Operating\texpenses | (3,142) | (3,442) | 300 | 9% |
| Selling,\tgeneral\tand\tadministrative | (1,702) | (1,686) | (16) | (1)% |
| NAM\tGroup\tsettlement | (280) | — | (280) | ** |
| Segment\tEBITDA | $214 | $603 | $(389) | (65)% |

For	the	fiscal	year	ended	June	30,	2016,	revenues	at	the	News	and	Information	Services	segment	decreased	$393	million,	or	7%,	as	compared	to	fiscal	2015.	The	revenue decrease	was	mainly	due	to	lower	advertising	revenues	of	$353	million	as	compared	to	fiscal	2015,	primarily	resulting	from	the	$152	million	negative	impact	of	foreign currency	fluctuations,	weakness	in	the	print	advertising	market	and	$98	million	lower	free-standing	insert	product	revenues	at	News	America	Marketing.	Circulation	and subscription	revenues	for	the	fiscal	year	ended	June	30,	2016	decreased	$52	million	as	compared	to	fiscal	2015	due	to	the	$109	million	negative	impact	of	foreign currency	fluctuations,	which	more	than	offset	higher	paid	circulation	and	subscription	revenues	at	Dow	Jones	and	the	Australian	newspapers	primarily	resulting	from price	increases	and	digital	subscriber	growth.	Other	revenues	for	the	fiscal	year	ended	June	30,	2016	increased	$12	million	as	compared	to	fiscal	2015,	primarily	due	to the	$45	million	contribution	from	Unruly	which	was	acquired	in	September	2015,	partially	offset	by	the	$29	million	negative	impact	of	foreign	currency fluctuations.	The	impact	of	the	53rd	week	in	fiscal	2016	resulted	in	a	revenue	increase	of	approximately	$77	million.

For	the	fiscal	year	ended	June	30,	2016,	Segment	EBITDA	at	the	News	and	Information	Services	segment	decreased	$389	million,	or	65%,	as	compared	to	fiscal	2015. The	decrease	was	primarily	due	to	one-time	costs	of	approximately	$280	million	recognized	in	connection	with	the	settlement	of	certain	litigation	and	related	claims, lower	free-standing	insert	product	revenues	discussed	above	and	a	loss	of	$20	million	at	Checkout	51,	primarily	related	to	investment	spending	and	acquisition-related costs.	Segment	EBITDA	was	also	impacted	by	a	decrease	of	$27	million	at	the	Australian	newspapers,	primarily	resulting	from	the	$14	million	negative	impact	of foreign	currency	fluctuations	and	lower	advertising	revenues,	which	more	than	offset	the	impact	of	lower	newsprint,	production	and	distribution	costs,	and	at	the	U.K. newspapers	of	$23	million,	primarily	due	to	lower	revenues	and	higher	promotion	and	marketing	costs.	These	decreases	were	partially	offset	by	an	increase	of	$22 million	at	Dow	Jones,	primarily	due	to	lower	newsprint,	production	and	distribution	costs	and	the	impact	of	cost	savings	initiatives.

Revenues	at	the	Australian	newspapers	were	$1,292	million	for	the	fiscal	year	ended	June	30,	2016,	a	decrease	of	$241	million,	or	16%,	as	compared	to	fiscal	2015 revenues	of	$1,533	million.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	the	Australian	dollar	resulted	in	a	revenue	decrease	of	$194	million,	or 13%.	Advertising	revenues	declined	$203	million,	primarily	as	a	result	of	the	$121	million	negative	impact	of	foreign	currency	fluctuations	and	the	$93	million	impact of	weakness	in	the	print	advertising	market	in	Australia.	Circulation	and	subscription	revenues	declined	$43	million	due	to	the	$57	million	negative	impact	of	foreign currency	fluctuations,	partially	offset	by	the	$18	million	impact	of	price	increases,	digital	subscriber	growth	and	the	positive	impact	of	the	53rd	week.

Revenues	were	$1,281	million	for	the	fiscal	year	ended	June	30,	2016,	a	decrease	of	$142	million,	or	10%,	as	compared	to	fiscal	2016	revenues	of	$1,423	million.	The impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	the	British	pound	resulted	in	a	revenue	decrease	of	$80	million,	or	6%,	for	the	fiscal	year	ended June	30,	2016	as	compared	to	fiscal	2015.	Advertising	revenues	decreased	$63	million,	primarily	due	to	the	$52	million	impact	from	print	market	declines	and	the	$25 million	negative	impact	of	foreign	currency	fluctuations.	Circulation	and	subscription	revenues	decreased	$41	million	due	to	the	$42	million	negative	impact	of	foreign currency	fluctuations.	Lower	revenues	of	$55	million	resulting	from	single-copy	volume	declines,	primarily	at	The	Sun,	and	changes	in	the	digital	strategy	at	The	Sun, were	offset	by	the	$53	million	impact	from	cover	price	increases,	higher	subscriptions	at	The	Times	and	The	Sunday	Times	and	the	53rd	week.	Other	revenues	decreased $38	million	due	to	a	reduction	in	newsprint	sales	to	third	parties.

Revenues	were	$1,570	million	for	the	fiscal	year	ended	June	30,	2016,	an	increase	of	$4	million,	as	compared	to	fiscal	2015	revenues	of	$1,566	million.	Circulation	and subscription	revenues	increased	by	$33	million,	due	to	higher	revenues	at	The	Wall	Street	Journal	of	$20	million	primarily	related	to	price	increases	and	digital	volume growth	and	the	$19	million	positive	impact	of	the	53rd	week,	partially	offset	by	the	$10	million	negative	impact	of	foreign	currency	fluctuations.	Professional information	business	revenues	were	flat	compared	to	fiscal	2015.	Advertising	revenues	decreased	$27	million	primarily	resulting	from	lower	print	advertising	of	$36 million,	partially	offset	by	higher	digital	advertising	revenues.	The	impact	of	the	53rd	week	resulted	in	a	revenue	increase	of	$7	million.

Revenues	at	News	America	Marketing	were	$1,012	million	for	the	fiscal	year	ended	June	30,	2016,	a	decrease	of	$63	million,	or	6%,	as	compared	to	fiscal	2015 revenues	of	$1,075	million.	The	decrease	was	primarily	due	to	decreased	revenues	for	free-standing	insert	products	of	$98	million,	partially	offset	by	increased	in-store product	revenues	of	$18	million.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Consumer | $1,578 | $1,594 | $(16) | (1)% |
| Other | 68 | 73 | (5) | (7)% |
| Total\tRevenues | 1,646 | 1,667 | (21) | (1)% |
| Operating\texpenses | (1,145) | (1,106) | (39) | (4)% |
| Selling,\tgeneral\tand\tadministrative | (316) | (340) | 24 | 7% |
| Segment\tEBITDA | $185 | $221 | $(36) | (16)% |

For	the	fiscal	year	ended	June	30,	2016,	revenues	at	the	Book	Publishing	segment	decreased	$21	million,	or	1%,	as	compared	to	fiscal	2015.	The	decrease	was	primarily the	result	of	$69	million	in	higher	sales	of	the	Divergent	series	by	Veronica	Roth	and	American	Sniper	by	Chris	Kyle	in	the	prior	year,	the	$39	million	negative	impact of	foreign	currency	fluctuations	and	an	industry-wide	decline	in	e-book	sales.	These	decreases	were	partially	offset	by	higher	print	book	sales	across	all	genres,	including sales	of	Go	Set	a	Watchman	by	Harper	Lee	in	fiscal	2016	of	$42	million,	$37	million	due	to	strong	sales	in	the	Christian	Publishing	and	Children's	Categories,	$23 million	related	to	the	acquisition	of	Harlequin	in	August	2014	and	$21	million	related	to	the	continued	expansion	of	HarperCollins'	global	footprint.	The	Company	sold 2.0	million	net	units	of	the	Divergent	series	in	the	fiscal	year	ended	June	30,	2016	as	compared	to	8.3	million	net	units	in	fiscal	2015.	Digital	sales	represented	19%	and 22%	of	Consumer	revenues	during	fiscal	2016	and	2015,	respectively.	Digital	sales	decreased	15%	as	compared	to

fiscal	2015	due	to	an	industry-wide	decline	in	e-book	sales	and	the	lower	contribution	from	the	Divergent	series.	During	the	fiscal	year	ended	June	30,	2016,

HarperCollins	had	239	titles	on	The	New	York	Times	Bestseller	List,	with	30	titles	reaching	the	number	one	position.	The	impact	of	the	53rd	week	in	fiscal	2016 resulted	in	a	revenue	increase	of	approximately	$19	million.

For	the	fiscal	year	ended	June	30,	2016,	Segment	EBITDA	at	the	Book	Publishing	segment	decreased	$36	million,	or	16%,	as	compared	to	fiscal	2015.	The	decrease was	primarily	due	to	the	mix	of	titles	as	compared	to	the	prior	year	and	cost	saving	initiatives.

Digital	Real	Estate	Services	(10%	and	7%	of	the	Company's	consolidated	revenues	in	fiscal	2016	and	2015,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues |  |  |  |  |
| Advertising | $133 | $103 | $30 | 29% |
| Circulation\tand\tSubscription | 64 | 36 | 28 | 78% |
| Real\testate | 619 | 486 | 133 | 27% |
| Other | 6 | \t — | 6 | ** |
| Total\tRevenues | 822 | 625 | 197 | 32% |
| Operating\texpenses | (102) | (58) | (44) | (76)% |
| Selling,\tgeneral\tand\tadministrative | (498) | (366) | (132) | (36)% |
| Zillow\tsettlement | 122 | \t — | 122 | ** |
| Segment\tEBITDA | $344 | $201 | $143 | 71% |

For	the	fiscal	year	ended	June	30,	2016,	revenues	at	the	Digital	Real	Estate	Services	segment	increased	$197	million,	or	32%,	as	compared	to	fiscal	2015,	primarily	due to	a	$169	million	increase	from	Move	which	was	acquired	in	November	2014.	The	majority	of	the	increase	related	to	the	inclusion	of	a	full	year	of	operations	in	fiscal 2016	as	compared	to	fiscal	2015.	Approximately	$40	million	of	the	increase	related	to	Move	was	driven	by	increased	Connection 	for	Co-brokerage	product	revenues and	to	a	lesser	extent,	non-listing	media	revenues	in	the	period	from	November	2015	through	the	end	of	fiscal	2016,	as	compared	to	the	comparable	prior	year	period.	At REA	Group,	revenues	increased	$22	million,	or	5%,	to	$459	million	in	fiscal	2016	from	$437	million	in	fiscal	2015	resulting	from	higher	revenues	from	greater residential	listing	depth	product	penetration	and	higher	developer	and	media	revenues,	largely	offset	by	the	$66	million	negative	impact	of	foreign	currency	fluctuations. SM

For	the	fiscal	year	ended	June	30,	2016,	Segment	EBITDA	at	the	Digital	Real	Estate	Services	segment	increased	$143	million,	or	71%,	as	compared	to	fiscal	2015, primarily	due	to	an	increase	at	Move	resulting	from	a	gain	of	$122	million	recognized	in	connection	with	the	settlement	of	litigation	with	Zillow.	The	gain	reflects proceeds	received	from	Zillow	of	$130	million,	less	$8	million	paid	to	NAR.	The	results	at	Move	were	also	positively	impacted	by	transaction	costs	of	$19	million	in fiscal	2015	which	did	not	recur	in	the	current	fiscal	year	and	higher	revenues,	offset	by	increased	legal	costs	of	$28	million	related	to	the	Zillow	litigation.	Total	legal costs	incurred	in	connection	with	the	Zillow	litigation	were	$38	million	for	fiscal	2016.	Segment	EBITDA	was	also	impacted	by	higher	revenues	at	REA	Group,	noted above,	which	were	partially	offset	by	the	$37	million	negative	net	impact	of	currency	fluctuations.	These	increases	were	partially	offset	by	$7	million	in	one-time transaction	costs	related	to	the	acquisition	of	iProperty.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $81 | $82 | $(1) | (1)% |
| Circulation\tand\tSubscription | 398 | 413 | (15) | (4)% |
| Other | 5 | 5 | — | — |
| Total\tRevenues | 484 | 500 | (16) | (3)% |
| Operating\texpenses | (336) | (339) | 3 | 1% |
| Selling,\tgeneral\tand\tadministrative | (24) | (26) | 2 | 8% |
| Segment\tEBITDA | $124 | $135 | $(11) | (8)% |

For	the	fiscal	year	ended	June	30,	2016,	revenues	and	Segment	EBITDA	at	the	Cable	Network	Programming	segment	decreased	$16	million,	or	3%,	and	$11	million,	or 8%,	respectively,	as	compared	to	fiscal	2015.	The	revenue	decrease	was	primarily	due	to	the	$60	million	negative	impact	of	foreign	currency	fluctuations,	which	more than	offset	higher	affiliate	and	advertising	revenues	of	$44	million.	The	impact	of	the	53rd	week	in	fiscal	2016	resulted	in	a	revenue	increase	of	approximately	$10 million.	The	decrease	in	Segment	EBITDA	was	primarily	the	result	of	the	$14	million	negative	impact	of	foreign	currency	fluctuations	as	higher	sports	programming rights	and	production	costs	offset	higher	affiliate	and	advertising	revenues	discussed	above.

Other	(0%	of	the	Company's	consolidated	revenues	in	fiscal	2016	and	2015)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2016 | 2015 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  | Better/(Worse) | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Advertising | $1 | $1 | $\t\t— | — |
| Other | 1 | \t — | 1 | ** |
| Total\tRevenues | 2 | 1 | 1 | 100% |
| Operating\texpenses | (3) | (7) | 4 | 57% |
| Selling,\tgeneral\tand\tadministrative | (182) | (209) | 27 | 13% |
| Segment\tEBITDA | $(183) | $(215) | $32 | 15% |

Segment	EBITDA	at	the	Other	segment	for	the	fiscal	year	ended	June	30,	2016	increased	$32	million,	or	15%,	as	compared	to	fiscal	2015.	Segment	EBITDA	increased primarily	due	to	$31	million	lower	costs	associated	with	the	U.K.	Newspaper	Matters.	The	net	expense	related	to	the	U.K.	Newspaper	Matters	included	in	Selling, general	and	administrative	expenses	was	$19	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	$50	million	in	fiscal	2015.

# LIQUIDITY	AND	CAPITAL	RESOURCES

# Current	Financial	Condition

The	Company's	principal	source	of	liquidity	is	internally	generated	funds	and	cash	and	cash	equivalents	on	hand.	As	of	June	30,	2017,	the	Company's	cash	and	cash equivalents	were	$2,016	million.	The	Company	expects	these	elements	of	liquidity	will	enable	it	to	meet	its	liquidity	needs	in	the	foreseeable	future.	As	described	in greater	detail	below,	in	October	2013,	the	Company	established	a	revolving	credit	facility	of	$650	million,	which

terminates	on	October	23,	2020.	The	Company	may	request	that	the	commitments	be	extended	under	certain	circumstances	as	set	forth	in	the	credit	agreement	and	may also	request	increases	in	the	amount	of	the	facility	up	to	a	maximum	amount	of	$900	million.	In	addition,	the	Company	expects	to	have	access	to	the	worldwide	capital markets,	subject	to	market	conditions,	in	order	to	issue	debt	if	needed	or	desired.	Although	the	Company	believes	that	its	cash	on	hand	and	future	cash	from	operations, together	with	its	access	to	the	capital	markets,	will	provide	adequate	resources	to	fund	its	operating	and	financing	needs,	its	access	to,	and	the	availability	of,	financing on	acceptable	terms	in	the	future	will	be	affected	by	many	factors,	including:	(i)	the	Company's	performance,	(ii)	its	credit	rating	or	absence	of	a	credit	rating,	(iii)	the liquidity	of	the	overall	capital	markets	and	(iv)	the	current	state	of	the	economy.	There	can	be	no	assurances	that	the	Company	will	continue	to	have	access	to	the	capital markets	on	acceptable	terms.	See	Part	I,	"Item	1A.	Risk	Factors"	for	further	discussion.

As	of	June	30,	2017,	the	Company's	consolidated	assets	included	$1,050	million	in	cash	and	cash	equivalents	that	was	held	by	its	foreign	subsidiaries.	$276	million	of this	amount	is	cash	not	readily	accessible	by	the	Company	as	it	is	held	by	REA	Group,	a	majority	owned	but	separately	listed	public	company.	REA	Group	must	declare a	dividend	in	order	for	the	Company	to	have	access	to	its	share	of	REA	Group's	cash	balance.	The	Company	earns	income	outside	the	U.S.,	which	is	deemed	to	be permanently	reinvested	in	certain	foreign	jurisdictions.	The	Company	does	not	currently	intend	to	repatriate	these	earnings.	Should	the	Company	require	more	capital	in the	U.S.	than	is	generated	by	and/or	available	to	its	domestic	operations,	the	Company	could	elect	to	transfer	funds	held	in	foreign	jurisdictions.	The	transfer	of	funds from	foreign	jurisdictions	may	be	cumbersome	due	to	local	regulations,	foreign	exchange	controls	and	taxes.	Additionally,	the	transfer	of	funds	from	foreign jurisdictions	may	result	in	higher	effective	tax	rates	and	higher	cash	paid	for	income	taxes	for	the	Company.

The	principal	uses	of	cash	that	affect	the	Company's	liquidity	position	include	the	following:	operational	expenditures	including	employee	costs	and	paper	purchases; capital	expenditures;	income	tax	payments;	investments	in	associated	entities	and	acquisitions.	In	addition	to	the	acquisitions	and	dispositions	disclosed	elsewhere,	the Company	has	evaluated,	and	expects	to	continue	to	evaluate,	possible	future	acquisitions	and	dispositions	of	certain	businesses.	Such	transactions	may	be	material	and may	involve	cash,	the	issuance	of	the	Company's	securities	or	the	assumption	of	indebtedness.

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	fiscal	year	ended	June	30,	2017.	Through	August	7,	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	August	7,	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.

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.	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	was	paid	on	April	19,	2017	to	stockholders	of	record	as of	March	15,	2017.	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.

# Sources	and	Uses	of	Cash—Fiscal	2017	versus	Fiscal	2016

Net	cash	provided	by	operating	activities	from	continuing	operations	for	the	fiscal	years	ended	June	30,	2017	and	2016	was	as	follows	(in	millions):

Net	cash	provided	by	operating	activities	from	continuing	operations	decreased	by	$453	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	fiscal	2016.	The decrease	was	primarily	due	to	higher	NAM	Group	settlement	payments	of	$234	million	during	the	fiscal	year	ended	June	30,	2017,	the	absence	of	net	proceeds	received in	fiscal	2016	from	the	Zillow	litigation	settlement	of	$122	million,	higher	restructuring	payments	of	$41	million	during	the	fiscal	year	ended	June	30,	2017,	lower dividends	received	from	Foxtel	and	other	equity	method	investments	of	$30	million	and	higher	net	tax	payments	of	$30	million	in	fiscal	2017.

Net	cash	used	in	investing	activities	from	continuing	operations	for	the	fiscal	years	ended	June	30,	2017	and	2016	was	as	follows	(in	millions):

The	Company	had	net	cash	used	in	investing	activities	from	continuing	operations	of	$105	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	net	cash	used in	investing	activities	from	continuing	operations	of	$1,124	million	for	fiscal	2016.	During	the	fiscal	year	ended	June	30,	2017,	the	Company	used	$347	million	of	cash for	acquisitions,	primarily	for	the	acquisitions	of	Wireless	Group	and	ARM.	The	Company	also	had	capital	expenditures	of	$256	million.	The	net	cash	used	in	investing activities	from	continuing	operations	for	the	fiscal	year	ended	June	30,	2017	was	partially	offset	by	the	utilization	of	restricted	cash	for	the	Wireless	Group	acquisition	of $315	million	and	proceeds	from	the	sale	of	REA	Group's	European	business	of	approximately	$140	million.

During	the	fiscal	year	ended	June	30,	2016,	the	Company	used	$520	million	of	cash	for	acquisitions,	primarily	for	the	acquisitions	of	iProperty,	Unruly,	DIAKRIT, Flatmates	and	Checkout	51.	The	Company	also	had	capital	expenditures	of	$256	million	in	fiscal	2016.	Additionally,	the	Company	had	set	aside	$315	million	of	cash for	use	in	the	Wireless	Group	acquisition	as	a	result	of	U.K.	takeover	regulations	and	classified	this	as	restricted	cash	as	of	June	30,	2016.

Net	cash	(used	in)	provided	by	financing	activities	from	continuing	operations	for	the	fiscal	years	ended	June	30,	2017	and	2016	was	as	follows	(in	millions):

The	Company	had	net	cash	used	in	financing	activities	from	continuing	operations	of	$217	million	for	the	fiscal	year	ended	June	30,	2017	as	compared	to	net	cash provided	by	financing	activities	from	continuing	operations	of	$150	million	for	fiscal	2016.	During	the	fiscal	year	ended	June	30,	2017,	the	Company	paid	dividends	of

$152	million,	primarily	to	News	Corporation	stockholders	and	REA	Group	minority	stockholders,	and	repaid	the	debt	assumed	in	the	acquisition	of	Wireless	Group	of $23	million.

During	the	fiscal	year	ended	June	30,	2016,	the	Company	had	proceeds	from	borrowings	under	the	REA	Facility	of	approximately	$340	million.	The	net	cash	provided by	financing	activities	from	continuing	operations	for	the	fiscal	year	ended	June	30,	2016	was	partially	offset	by	dividend	payments	of	$147	million,	primarily	to	News Corporation	stockholders	and	REA	Group	minority	stockholders,	and	repurchases	of	News	Corporation	shares	for	$41	million.

Net	cash	provided	by	operating	activities	from	continuing	operations	decreased	by	$36	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	fiscal	2015.	The decrease	was	primarily	due	to	lower	dividends	received	from	Foxtel	and	cost	method	investments	of	$104	million	and	higher	restructuring	payments	of	$44	million during	the	fiscal	year	ended	June	30,	2016.	The	decrease	was	offset	by	net	proceeds	received	in	fiscal	2016	from	the	Zillow	litigation	settlement	of	$122	million	and	a benefit	in	working	capital	related	to	the	53rd	week.

The	Company	had	net	cash	used	in	investing	activities	from	continuing	operations	of	$1,124	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	net	cash	used in	investing	activities	from	continuing	operations	of	$1,671	million	for	fiscal	2015.	During	the	fiscal	year	ended	June	30,	2016,	the	Company	used	$520	million	of	cash for	acquisitions,	primarily	for	the	acquisitions	of	iProperty,	Unruly,	DIAKRIT,	Flatmates	and	Checkout	51.	The	Company	also	had	capital	expenditures	of	$256	million in	fiscal	2016.	Additionally,	the	Company	had	set	aside	$315	million	of	cash	for	use	in	the	Wireless	Group	acquisition	as	a	result	of	U.K.	takeover	regulations	and classified	this	as	restricted	cash	as	of	June	30,	2016.

During	the	fiscal	year	ended	June	30,	2015,	the	Company	used	$1,190	million	of	cash	for	acquisitions,	primarily	the	acquisitions	of	Move	and	Harlequin,	and	used	$355 million	of	cash	for	investments,	primarily	consisting	of	approximately	$112	million	for	its	investment	in	HT&E,	$100	million	for	its	investment	in	iProperty	and approximately	$67	million	for	its	investment	in	SEEK	Asia.	The	Company	also	had	capital	expenditures	of	$308	million	which	included	$50	million	related	to	the relocation	of	the	Company's	U.K.	operations	to	a	new	site	in	London.	The	net	cash	used	in	investing	activities	from	continuing	operations	for	the	fiscal	year	ended June	30,	2015	was	partially	offset	by	proceeds	from	dispositions	of	$182	million,	primarily	resulting	from	the	sale	of	marketable	securities.

Net	cash	provided	by	(used	in)	financing	activities	from	continuing	operations	for	the	fiscal	years	ended	June	30,	2016	and	2015	was	as	follows	(in	millions):

The	Company	had	net	cash	provided	by	financing	activities	from	continuing	operations	of	$150	million	for	the	fiscal	year	ended	June	30,	2016	as	compared	to	net	cash used	in	financing	activities	from	continuing	operations	of	$190	million	for	fiscal	2015.	During	the	fiscal	year	ended	June	30,	2016,	the	Company	had	proceeds	from borrowings	under	the	REA	Facility	of	approximately	$340	million.	The	net	cash	provided	by	financing	activities	from	continuing	operations	for	the	fiscal	year	ended June	30,	2016	was	partially	offset	by	dividend	payments	of	$147	million	to	News	Corporation	stockholders	and	REA	Group	minority	stockholders	and	repurchases	of News	Corporation	shares	for	$41	million.

Cash	used	in	financing	activities	from	continuing	operations	for	the	fiscal	year	ended	June	30,	2015	was	primarily	the	result	of	the	repayment	of	debt	assumed	in	the acquisition	of	Move	of	approximately	$129	million	and	repurchases	of	News	Corporation	shares	for	$30	million.

# Reconciliation	of	Free	Cash	Flow	Available	to	News	Corporation

Free	cash	flow	available	to	News	Corporation	is	a	non-GAAP	financial	measure	defined	as	net	cash	provided	by	operating	activities	from	continuing	operations,	less capital	expenditures	("free	cash	flow")	less	REA	Group	free	cash	flow,	plus	cash	dividends	received	from	REA	Group.	Free	cash	flow	available	to	News	Corporation excludes	cash	flows	from	discontinued	operations.	Free	cash	flow	available	to	News	Corporation	should	be	considered	in	addition	to,	not	as	a	substitute	for,	cash	flows from	continuing	operations	and	other	measures	of	financial	performance	reported	in	accordance	with	GAAP.	Free	cash	flow	available	to	News	Corporation	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 free	cash	flow.

The	Company	considers	free	cash	flow	available	to	News	Corporation	to	provide	useful	information	to	management	and	investors	about	the	amount	of	cash	that	is available	to	be	used	to	strengthen	the	Company's	balance	sheet	and	for	strategic	opportunities	including,	among	others,	investing	in	the	Company's	business,	strategic acquisitions,	dividend	payouts	and	repurchasing	stock.	A	limitation	of	free	cash	flow	available	to	News	Corporation	is	that	it	does	not	represent	the	total	increase	or decrease	in	the	cash	balance	for	the	period.	Management	compensates	for	the	limitation	of	free	cash	flow	available	to	News	Corporation	by	also	relying	on	the	net change	in	cash	and	cash	equivalents	as	presented	in	the	Statements	of	Cash	Flows	prepared	in	accordance	with	GAAP	which	incorporate	all	cash	movements	during	the period.

The	following	table	presents	a	reconciliation	of	net	cash	provided	by	continuing	operating	activities	to	free	cash	flow	available	to	News	Corporation:

|  |  | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t\t\t2017 | \t\t\t\t\t\t2016 | \t\t\t\t\t\t2015 |
|  |  | (in\tmillions) |  |
| Net\tcash\tprovided\tby\tcontinuing\toperating\tactivities | $499 | $952 | $988 |
| Less:\tCapital\texpenditures | (256) | (256) | (308) |
|  | 243 | 696 | 680 |
| Less:\tREA\tGroup\tfree\tcash\tflow | (183) | (131) | (130) |
| Plus:\tCash\tdividends\treceived\tfrom\tREA\tGroup | 53 | 45 | 45 |
| Free\tcash\tflow\tavailable\tto\tNews\tCorporation | $113 | $610 | $595 |

Free	cash	flow	available	to	News	Corporation	decreased	$497	million	in	the	fiscal	year	ended	June	30,	2017	to	$113	million	from	$610	million	in	fiscal	2016.	The decrease	was	primarily	due	to	lower	cash	provided	by	continuing	operating	activities	as	discussed	above,	as	well	as	higher	REA	Group	free	cash	flow.

Free	cash	flow	available	to	News	Corporation	increased	by	$15	million	in	the	fiscal	year	ended	June	30,	2016	to	$610	million	from	$595	million	in	fiscal	2015.	The improvement	was	primarily	due	to	lower	capital	expenditures

due	to	the	absence	of	costs	associated	with	the	relocation	of	the	Company's	operations	to	a	new	site	in	London	in	fiscal	2015,	partially	offset	by	lower	cash	provided	by continuing	operating	activities	as	discussed	above.

# Revolving	Credit	Facility

The	Company's	Credit	Agreement	(as	amended,	the	"Credit	Agreement")	provides	for	an	unsecured	$650	million	revolving	credit	facility	(the	"Facility")	that	can	be used	for	general	corporate	purposes.	The	Facility	has	a	sublimit	of	$100	million	available	for	issuances	of	letters	of	credit.	Under	the	Credit	Agreement,	the	Company may	request	increases	in	the	amount	of	the	Facility	up	to	a	maximum	amount	of	$900	million.

In	October	2015,	the	Company	entered	into	an	amendment	to	the	Credit	Agreement	(the	"Amendment")	which,	among	other	things,	extended	the	original	term	of	the Facility	by	two	years	and	lowered	the	commitment	fee	payable	by	the	Company.	As	a	result	of	the	Amendment,	the	lenders'	commitments	now	terminate	on	October	23, 2020,	and	any	borrowings	will	be	due	at	that	time.	The	Company	may	request	that	the	commitments	be	extended	under	certain	circumstances	as	set	forth	in	the	Credit Agreement	for	up	to	two	additional	one-year	periods.

The	Credit	Agreement	contains	customary	affirmative	and	negative	covenants	and	events	of	default,	with	customary	exceptions,	including	limitations	on	the	ability	of the	Company	and	its	subsidiaries	to	engage	in	transactions	with	affiliates,	incur	liens,	merge	into	or	consolidate	with	any	other	entity,	incur	subsidiary	debt	or	dispose	of all	or	substantially	all	of	its	assets	or	all	or	substantially	all	of	the	stock	of	its	subsidiaries.	In	addition,	the	Credit	Agreement	requires	the	Company	to	maintain	an adjusted	operating	income	leverage	ratio	of	not	more	than	3.0	to	1.0	and	an	interest	coverage	ratio	of	not	less	than	3.0	to	1.0.	If	any	of	the	events	of	default	occur	and	are not	cured	within	applicable	grace	periods	or	waived,	any	unpaid	amounts	under	the	Credit	Agreement	may	be	declared	immediately	due	and	payable.	As	of	June	30, 2017,	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	June	30,	2017,	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.

# REA	Group	Unsecured	Revolving	Loan	Facility

REA	Group	entered	into	an	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	June	30,	2017,	REA	Group	was	paying	a	margin	of	between 0.85%	and	1.05%.	REA	Group	paid	approximately	$10	million	in	interest	for	the	fiscal	year	ended	June	30,	2017	at	a	weighted	average	interest	rate	of	2.7%.	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	June	30,	2017, REA	Group	was	in	compliance	with	all	of	the	applicable	debt	covenants.

# 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	following	table	summarizes	the	Company's	material	firm	commitments	as	of June	30,	2017.

|  |  |  | As	of	June	30,	2017 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Payments\tDue\tby\tPeriod |  |  |
|  |  | Less\tthan | 1- | 3- | More\tthan |
|  | Total | 1\tyear | 3\tyears | 5\tyears | 5\tyears |
|  |  |  | (in\tmillions) |  |  |
| Purchase\tobligations^(a) | $1,105 | $422 | $350 | $ 195 | $138 |
| Sports\tprogramming\trights^(b) | \t 1,287 | 223 | 502 | 427 | 135 |
| Operating\tleases^(c) |  |  |  |  |  |
| Land\tand\tbuildings | \t 1,641 | 157 | 285 | 222 | 977 |
| Plant\tand\tmachinery | 5 | 3 | 2 | \t — | — |
| Borrowings^(d) | 380 | 103 | 277 | \t — | — |
| Total\tcommitments\tand\tcontractual\tobligations | $4,418 | $908 | $1,416 | $ 844 | $1,250 |

The	Company	has	commitments	under	purchase	obligations	related	to	printing	contracts,	capital	projects,	marketing	agreements,	production	services	and	other legally	binding	commitments. (a)

The	Company	has	sports	programming	rights	commitments	with	National	Rugby	League,	Football	Federation	Australia,	Australian	Rugby	Union	and International	Cricket	as	well	as	certain	other	broadcast	rights	which	are	payable	through	fiscal	2023. (b)

The	Company	leases	office	facilities,	warehouse	facilities,	printing	plants	and	equipment.	These	leases,	which	are	classified	as	operating	leases,	are	expected	to	be paid	at	certain	dates	through	fiscal	2062.	This	amount	includes	approximately	$210	million	of	land	and	office	facilities	that	have	been	subleased	from	21st Century	Fox. (c)

Primarily	represents	the	REA	Facility	based	on	the	contractual	maturity	date	of	the	various	sub	facilities	included	within	the	agreement.	(See	Note	9—Borrowings in	the	accompanying	Consolidated	Financial	Statements). (d)

The	Company	has	certain	contracts	to	purchase	newsprint,	ink	and	plates	that	require	the	Company	to	purchase	a	percentage	of	its	total	requirements	for	production. Since	the	quantities	purchased	annually	under	these	contracts	are	not	fixed	and	are	based	on	the	Company's	total	requirements,	the	amount	of	the	related	payments	for these	purchases	is	excluded	from	the	table	above.

The	table	also	excludes	the	Company's	pension	obligations,	other	postretirement	benefits	("OPEB")	obligations	and	the	liabilities	for	unrecognized	tax	benefits	for uncertain	tax	positions	as	the	Company	is	unable	to	reasonably	predict	the	ultimate	amount	and	timing	of	the	commitments.	The	Company	made	contributions	of	$26 million	and	$26	million	to	its	pension	plans	in	fiscal	2017	and	fiscal	2016,	respectively.	Future	plan	contributions	are	dependent	upon	actual	plan	asset	returns	and interest	rates	and	statutory	requirements.	The	Company	anticipates	that	it	will	make	contributions	of	approximately	$24	million	in	fiscal	2018,	assuming	that	actual	plan asset	returns	are	consistent	with	the	Company's	expected	returns	in	fiscal	2017	and	beyond,	and	that	interest	rates	remain	constant.	The	Company	will	continue	to	make voluntary	contributions	as	necessary	to	improve	the	funded	status	of	the	plans.	Payments	due	to	participants	under	the	Company's	pension	plans	are	primarily	paid	out of	underlying	trusts.	Payments	due	under	the	Company's	OPEB	plans	are	not	required	to	be	funded	in	advance,	but	are	paid	as	medical	costs	are	incurred	by	covered retiree	populations,	and	are	principally	dependent	upon	the	future	cost	of	retiree	medical	benefits	under	the	Company's	OPEB	plans.	The	Company	expects	its	OPEB payments	to	approximate	$9	million	in	fiscal	2018.	(See	Note	16—Retirement	Benefit	Obligations	in	the	accompanying	Consolidated	Financial	Statements).

# Contingencies

The	Company	routinely	is	involved	in	various	legal	proceedings,	claims	and	governmental	inspections	or	investigations,	including	those	discussed	in	Note	15	to	the Consolidated	Financial	Statements.	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.	The	Company	recognizes	gain	contingencies	when	the	gain	becomes	realized	or	realizable.	(See	Note	15—Commitments	and Contingencies	in	the	accompanying	Consolidated	Financial	Statements).

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 Internal	Revenue	Service	("IRS")	or	other	taxing	authorities	in	amounts	that	the	Company	cannot	quantify.

# CRITICAL	ACCOUNTING	POLICIES

An	accounting	policy	is	considered	to	be	critical	if	it	is	important	to	the	Company's	financial	condition	and	results	and	if	it	requires	significant	judgment	and	estimates on	the	part	of	management	in	its	application.	The	development	and	selection	of	these	critical	accounting	policies	have	been	determined	by	management	of	the	Company. (See	Note	2—Summary	of	Significant	Accounting	Policies	in	the	accompanying	Consolidated	Financial	Statements).

# Long-lived	assets

The	Company's	long-lived	assets,	include	goodwill,	finite-lived	and	indefinite	lived	intangible	assets	and	property,	plant	and	equipment.	Assets	acquired	in	business combinations	are	recorded	at	their	estimated	fair	value	at	the	date	of	acquisition.	Goodwill	is	recorded	as	the	difference	between	the	cost	of	acquiring	an	entity	and	the estimated	fair	values	assigned	to	its	tangible	and	identifiable	intangible	net	assets	and	is	assigned	to	one	or	more	reporting	units	for	purposes	of	testing	for	impairment.

Determining	the	fair	value	of	assets	acquired	and	liabilities	assumed	requires	management's	judgment	and	often	involves	the	use	of	significant	estimates	and assumptions,	including	assumptions	with	respect	to	future	cash	inflows	and	outflows,	discount	rates,	asset	lives	and	market	multiples,	among	other	items.	Identifying reporting	units	and	assigning	goodwill	to	them	requires	judgment	involving	the	aggregation	of	business	units	with	similar

economic	characteristics	and	the	identification	of	existing	business	units	that	benefit	from	the	acquired	goodwill.	The	judgments	made	in	determining	the	estimated	fair value	assigned	to	each	class	of	long-lived	assets	acquired,	their	reporting	unit,	as	well	as	their	useful	lives	can	significantly	impact	net	income.	The	Company	allocates goodwill	to	disposed	businesses	using	the	relative	fair	value	method.

# Goodwill	and	Indefinite-lived	Intangible	Assets

The	Company	tests	goodwill	and	indefinite-lived	intangibles	for	impairment	on	an	annual	basis	in	the	fourth	quarter	and	at	other	times	if	a	significant	event	or	change	in circumstances	indicates	that	it	is	more	likely	than	not	that	the	fair	value	of	these	assets	has	been	reduced	below	their	carrying	value.	The	Company	uses	its	judgment	in assessing	whether	assets	may	have	become	impaired	between	annual	impairment	assessments.	Indicators	such	as	unexpected	adverse	economic	factors,	unanticipated technological	change	or	competitive	activities,	loss	of	key	personnel	and	acts	by	governments	and	courts,	may	signal	that	an	asset	has	become	impaired.

During	the	third	quarter	of	fiscal	2017,	the	Company	early	adopted	ASU	2017-04,	"Intangibles—Goodwill	and	Other	(Topic	350):	Simplifying	the	Test	for	Goodwill Impairment"	("ASU	2017-04")	which	eliminates	Step	2	from	the	goodwill	impairment	test	and	instead	requires	an	entity	to	perform	its	annual,	or	interim,	goodwill impairment	test	by	comparing	the	fair	value	of	a	reporting	unit	with	its	carrying	amount	and	to	recognize	an	impairment	charge	for	the	amount	by	which	the	carrying amount	exceeds	the	reporting	unit's	fair	value.	Under	ASU	2017-04,	in	assessing	goodwill	for	impairment,	the	Company	has	the	option	to	first	perform	a	qualitative assessment	to	determine	whether	events	or	circumstances	exist	that	lead	to	a	determination	that	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than its	carrying	amount.	If	the	Company	determines	that	it	is	not	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its	carrying	amount,	the	Company	is not	required	to	perform	any	additional	tests	in	assessing	goodwill	for	impairment.	However,	if	the	Company	concludes	otherwise	or	elects	not	to	perform	the	qualitative assessment,	then	it	is	required	to	perform	a	quantitative	analysis	to	determine	the	fair	value	of	the	business,	and	compare	the	calculated	fair	value	of	a	reporting	unit	with its	carrying	amount,	including	goodwill.	In	performing	the	valuation,	the	Company	determines	the	fair	value	of	a	reporting	unit	primarily	by	using	a	discounted	cash flow	analysis	and	market-based	valuation	approach	methodologies.

Determining	fair	value	requires	the	exercise	of	significant	judgments,	including	judgments	about	appropriate	discount	rates,	long-term	growth	rates,	relevant	comparable company	earnings	multiples	and	the	amount	and	timing	of	expected	future	cash	flows.	During	the	fourth	quarter	of	fiscal	2017,	as	part	of	the	Company's	long-range planning	process,	the	Company	completed	its	annual	goodwill	and	indefinite-lived	intangible	asset	impairment	test.

The	performance	of	the	Company's	annual	impairment	analysis	resulted	in	$88	million	of	impairments	of	goodwill	and	indefinite-lived	intangible	assets	in	fiscal	2017. Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	discount	rates	(ranging	from	9.0%-25.0%),	long-term	growth	rates	(ranging	from 0.0%-3.3%)	and	royalty	rates	(ranging	from	0.5%-7.5%).	Significant	unobservable	inputs	utilized	in	the	market	approach	valuation	method	were	EBITDA	multiples from	guideline	public	companies	operating	in	similar	industries	and	control	premiums	(ranging	from	10%-15%).

Significant	increases	(decreases)	in	royalty	rates,	growth	rates,	control	premiums	and	multiples,	assuming	no	change	in	discount	rates,	would	result	in	a	significantly higher	(lower)	fair	value	measurement.	Significant	decreases	(increases)	in	discount	rates,	assuming	no	changes	in	royalty	rates,	growth	rates,	control	premiums	and multiples,	would	result	in	a	significantly	higher	(lower)	fair	value	measurement.

The	fair	values	of	the	Company's	reporting	units	in	fiscal	2017	exceeded	the	respective	carrying	values	in	a	range	from	approximately	3%	to	23%.	No	material impairments	were	identified.	Any	increase	in	the	discount	rate	or	decrease	in	the	projected	cash	flows	terminal	growth	rate	would	have	resulted	in	a	reporting	unit	of	the News	and	Information	Services	segment	failing	the	2017	impairment	analysis,	which	would	have	required	the

company	to	record	an	impairment	charge	equal	to	the	difference	between	the	fair	value	of	the	reporting	unit	and	its	carrying	value.	The	News	and	Information	Services segment	has	a	reporting	unit	with	goodwill	of	approximately	$1.4	billion	at	June	30,	2017	that	is	at-risk	for	future	impairment.	Additionally,	the	Company	has	certain other	reporting	units	with	goodwill	balances	of	$83	million	which	are	considered	to	be	at-risk.	The	Company	will	continue	to	monitor	its	goodwill	for	possible	future impairment.

# Property,	Plant	and	Equipment

The	Company	evaluates	the	carrying	value	of	property,	plant	and	equipment,	for	impairment	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying value	of	an	asset	group	may	not	be	recoverable,	in	accordance	with	ASC	360,	"Property,	Plant,	and	Equipment"	("ASC	360").	An	asset	group	is	the	lowest	level	of assets	and	liabilities	for	which	identifiable	cash	flows	are	largely	independent	of	the	cash	flows	of	other	assets	and	liabilities.	Events	or	circumstances	that	might	warrant an	impairment	recoverability	review	include,	among	other	things,	material	declines	in	operating	performance,	significant	adverse	market	conditions	and	planned	changes in	the	use	of	an	asset	group.

In	determining	whether	the	carrying	value	of	an	asset	group	is	recoverable,	the	Company	estimates	undiscounted	future	cash	flows	over	the	estimated	life	of	the	primary asset	of	the	asset	group.	The	estimates	of	such	future	cash	flows	require	estimating	such	factors	as	future	operating	performance,	market	conditions	and	the	estimated holding	period	of	each	asset.	If	all	or	a	portion	of	the	carrying	value	of	an	asset	group	is	found	to	be	non-recoverable,	the	Company	records	an	impairment	charge	equal to	the	difference	between	the	asset	group's	carrying	value	and	its	fair	value.	The	Company	generally	measures	fair	value	by	considering	sales	prices	for	similar	assets	or by	discounting	estimated	future	cash	flows	using	an	appropriate	discount	rate.	Typical	assumptions	applied	when	using	a	market-based	approach	include	projected EBITDA	and	related	multiples.	Typical	assumptions	applied	when	using	an	income	approach	include	projected	free	cash	flows,	discount	rates	and	long-term	growth rates.	All	of	these	assumptions	are	made	by	management	based	on	the	best	available	information	at	the	time	of	the	estimates	and	are	subject	to	deviations	from	actual results.

During	the	fiscal	year	ended	June	30,	2017,	the	Company	recognized	total	fixed	asset	write-downs	of	$679	million,	primarily	at	News	UK	and	News	Corp	Australia.

In	the	second	quarter	of	fiscal	2017,	the	Company	recognized	a	non-cash	impairment	charge	of	approximately	$310	million	primarily	related	to	the	write-down	of	fixed assets	at	the	Australian	newspapers.	The	write-down	was	a	result	of	the	impact	of	adverse	trends	on	the	future	expected	performance	of	the	Australian	newspapers,	where revenue	declines	from	continued	weakness	in	the	print	advertising	market	accelerated	during	the	second	quarter.	The	write-down	was	comprised	of	approximately $149	million	related	to	printing	presses	and	print	related	equipment,	$77	million	related	to	facilities,	$66	million	related	to	capitalized	software	and	$18	million	related to	tradenames.	Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	a	discount	rate	of	11.5%	and	no	long-term	growth.	As	of	June	30, 2017,	the	Company	determined	that	the	remaining	carrying	value	of	fixed	assets	reviewed	as	part	of	the	analysis	continue	to	be	recoverable.

# Income	Taxes

The	Company	is	subject	to	income	taxes	in	the	U.S.	and	various	foreign	jurisdictions	in	which	it	operates	and	records	its	tax	provision	for	the	anticipated	tax consequences	in	its	reported	results	of	operations.	Tax	laws	are	complex	and	subject	to	different	interpretations	by	the	taxpayer	and	respective	governmental	taxing authorities.	Significant	judgment	is	required	in	determining	the	Company's	tax	expense	and	in	evaluating	its	tax	positions	including	evaluating	uncertainties	as promulgated	under	ASC	740,	"Income	Taxes."

The	Company's	annual	tax	rate	is	based	on	its	income,	statutory	tax	rates	and	tax	planning	strategies	available	in	the	various	jurisdictions	in	which	it	operates. Significant	management	judgment	is	required	in	determining	the	Company's	provision	for	income	taxes,	deferred	tax	assets	and	liabilities	and	the	valuation	allowance recorded	against	the	Company's	net	deferred	tax	assets,	if	any.	In	assessing	the	likelihood	of	realization	of	deferred	tax	assets,	management	considers	estimates	of	the amount	and	character	of	future	taxable	income.	The	Company's	actual	effective	tax	rate	and	income	tax	expense	could	vary	from	estimated	amounts	due	to	the	future impacts	of	various	items,	including	changes	in	income	tax	laws,	tax	planning	and	the	Company's	forecasted	financial	condition	and	results	of	operations	in	future periods.	Although	the	Company	believes	current	estimates	are	reasonable,	actual	results	could	differ	from	these	estimates.

The	Company	recognizes	tax	benefits	from	uncertain	tax	positions	only	if	it	is	more	likely	than	not	that	the	tax	position	will	be	sustained	on	examination	by	the	taxing authorities,	based	on	the	technical	merits	of	the	position.	The	tax	benefits	recognized	in	the	Consolidated	Financial	Statements	from	such	positions	are	then	measured based	on	the	largest	benefit	that	has	a	greater	than	50%	likelihood	of	being	realized	upon	ultimate	settlement.	Significant	management	judgment	is	required	to	determine whether	the	recognition	threshold	has	been	met	and,	if	so,	the	appropriate	amount	of	unrecognized	tax	benefits	to	be	recorded	in	the	Consolidated	Financial	Statements. Management	re-evaluates	tax	positions	each	period	in	which	new	information	about	recognition	or	measurement	becomes	available.	The	Company's	policy	is	to recognize,	when	applicable,	interest	and	penalties	on	unrecognized	income	tax	benefits	as	part	of	Income	tax	benefit	(expense).

# Retirement	Benefit	Obligations

The	Company's	employees	participate	in	various	defined	benefit	pension	and	postretirement	plans	sponsored	by	the	Company	and	its	subsidiaries.	(See	Note	16— Retirement	Benefit	Obligations	in	the	accompanying	Consolidated	Financial	Statements).

The	Company	records	amounts	relating	to	its	pension	and	other	postretirement	benefit	plans	based	on	calculations	specified	by	GAAP.	The	measurement	and	recognition of	the	Company's	pension	and	other	postretirement	benefit	plans	require	the	use	of	significant	management	judgments,	including	discount	rates,	expected	return	on	plan assets,	mortality	and	other	actuarial	assumptions.	Net	periodic	benefit	costs	(income)	is	calculated	based	upon	a	number	of	actuarial	assumptions,	including	a	discount rate	for	plan	obligations	and	an	expected	rate	of	return	on	plan	assets.	Current	market	conditions,	including	changes	in	investment	returns	and	interest	rates,	were considered	in	making	these	assumptions.	In	developing	the	expected	long-term	rate	of	return,	the	pension	portfolio's	past	average	rate	of	returns,	and	future	return expectations	of	the	various	asset	classes	were	considered.	The	weighted	average	expected	long-term	rate	of	return	of	5.1%	for	fiscal	2018	is	based	on	a	weighted	average target	asset	allocation	assumption	of	22%	equities,	62%	fixed-income	securities	and	16%	cash	and	other	investments.

The	Company	recorded	$1	million,	$8	million,	and	($4)	million	in	net	periodic	benefit	costs	(income)	in	the	Statements	of	Operations	for	the	fiscal	years	ended	June	30, 2017,	2016	and	2015,	respectively.	In	fiscal	2017,	the	Company	changed	the	method	used	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit costs	(income)	for	its	pension	and	other	postretirement	benefit	plans.	For	fiscal	2016	and	previous	periods	presented,	the	Company	estimated	the	service	and	interest	cost components	of	net	periodic	benefit	costs	(income)	utilizing	a	single	weighted-average	discount	rate	for	each	country	in	which	the	Company	has	plans	derived	from 73

a	yield	curve	used	to	measure	the	benefit	obligation.	The	new	method	utilized	a	full	yield	curve	approach	in	the	estimation	of	these	components	by	applying	the	specific spot	rates	along	the	yield	curve	used	in	the	determination	of	the	benefit	obligation	to	their	underlying	projected	cash	flows.	The	Company	changed	to	the	new	method	to provide	a	more	precise	measurement	of	service	and	interest	costs	by	improving	the	correlation	between	projected	benefit	cash	flows	and	their	corresponding	spot	rates. The	change	is	accounted	for	as	a	change	in	accounting	estimate	which	is	applied	prospectively.	This	change	in	estimate	is	not	expected	to	have	a	material	impact	on	the Company's	pension	and	postretirement	net	periodic	benefit	expense	in	future	periods.

Although	the	discount	rate	used	for	each	plan	will	be	established	and	applied	individually,	a	weighted	average	discount	rate	of	3.0%	will	be	used	in	calculating	the	fiscal 2018	net	periodic	benefit	costs	(income).	The	discount	rate	reflects	the	market	rate	for	high-quality	fixed-income	investments	on	the	Company's	annual	measurement date	of	June	30	and	is	subject	to	change	each	fiscal	year.	The	discount	rate	assumptions	used	to	account	for	pension	and	other	postretirement	benefit	plans	reflect	the rates	at	which	the	benefit	obligations	could	be	effectively	settled.	The	rate	was	determined	by	matching	the	Company's	expected	benefit	payments	for	the	plans	to	a hypothetical	yield	curve	developed	using	a	portfolio	of	several	hundred	high-quality	non-callable	corporate	bonds.	The	weighted	average	discount	rate	is	volatile	from year	to	year	because	it	is	determined	based	upon	the	prevailing	rates	in	the	U.S.,	the	U.K.,	Australia	and	other	foreign	countries	as	of	the	measurement	date.

The	key	assumptions	used	in	developing	the	Company's	fiscal	2017,	2016	and	2015	net	periodic	benefit	costs	(income)	for	its	plans	consist	of	the	following:

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions,\texcept\t%) |  |
| Weighted\taverage\tassumptions\tused\tto\tdetermine\tnet\tperiodic\tbenefit\tcosts\t(income) |  |  |  |
| Discount\trate\tfor\tPBO | 3.1% | 3.9% | \t 4.2% |
| Discount\trate\tfor\tService\tCost | 3.1% | 3.9% | \t 4.2% |
| Discount\trate\tfor\tInterest\ton\tPBO | 2.6% | 3.9% | \t 4.2% |
| Discount\trate\tfor\tInterest\ton\tService\tCost | 2.9% | 3.9% | \t 4.2% |
| Assets: |  |  |  |
| Expected\trate\tof\treturn | 5.7% | 5.7% | \t 6.3% |
| Expected\treturn | $75 | $81 | $ 93 |
| Actual\treturn | $106 | $121 | $ 96 |
| Gain/(Loss) | $31 | $40 | $3 |
| One\tyear\tactual\treturn | 8.2% | 9.4% | \t 7.2% |
| Five\tyear\tactual\treturn | 8.8% | 7.7% | \t 8.6% |

The	Company	will	use	a	weighted	average	long-term	rate	of	return	of	5.1%	for	fiscal	2018	based	principally	on	a	combination	of	current	asset	mix	and	an	expectation	of future	long	term	investment	returns.	The	accumulated	net	pre-tax	losses	on	the	Company's	pension	plans	as	of	June	30,	2017	were	approximately	$595	million	which decreased	from	approximately	$610	million	for	the	Company's	pension	plans	as	of	June	30,	2016.	This	decrease	of	$15	million	was	primarily	due	to	favorable	asset returns.	Lower	discount	rates	increase	present	values	of	benefit	obligations	and	increase	the	Company's	deferred	losses	and	also	increase	subsequent-year	benefit	costs. Higher	discount	rates	decrease	the	present	values	of	benefit	obligations	and	reduce	the	Company's	accumulated	net	loss	and	also	decrease	subsequent-year	benefit	costs. These	deferred	losses	are	being	systematically	recognized	in	future	net	periodic	benefit	costs	(income)	in	accordance	with	ASC	715,	"Compensation—Retirement Benefits."	Unrecognized	losses	for	the	primary	plans	in	excess	of	10%	of	the	greater	of	the	market-related	value	of	plan	assets	or	the	plan's	projected	benefit	obligation are	recognized	over	the	average	life	expectancy	for	plan	participants	for	the	primary	plans.

The	Company	made	contributions	of	$26	million,	$26	million	and	$9	million	to	its	funded	pension	plans	in	fiscal	2017,	2016	and	2015,	respectively.	Future	plan contributions	are	dependent	upon	actual	plan	asset	returns,	statutory	requirements	and	interest	rate	movements.	Assuming	that	actual	plan	returns	are	consistent	with	the 74

Company's	expected	plan	returns	in	fiscal	2017	and	beyond,	and	that	interest	rates	remain	constant,	the	Company	anticipates	that	it	will	make	contributions	of approximately	$24	million	in	fiscal	2018.	The	Company	will	continue	to	make	voluntary	contributions	as	necessary	to	improve	the	funded	status	of	the	plans.	(See	Note 16	in	the	accompanying	Consolidated	Financial	Statements).

Changes	in	net	periodic	benefit	costs	may	occur	in	the	future	due	to	changes	in	the	Company's	expected	rate	of	return	on	plan	assets	and	discount	rate	resulting	from economic	events.	The	following	table	highlights	the	sensitivity	of	the	Company's	pension	obligations	and	expense	to	changes	in	these	assumptions,	assuming	all	other assumptions	remain	constant:

# Recent	Accounting	Pronouncements

See	Note	2—Summary	of	Significant	Accounting	Policies	in	the	accompanying	Consolidated	Financial	Statements.

# ITEM 7A.	QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

The	Company	has	exposure	to	different	types	of	market	risk	including	changes	in	foreign	currency	rates	and	stock	prices.	The	Company	neither	holds	nor	issues financial	instruments	for	trading	purposes.

The	following	sections	provide	quantitative	information	on	the	Company's	exposure	to	foreign	currency	rate	risk	and	stock	price	risk.	The	Company	makes	use	of sensitivity	analyses	that	are	inherently	limited	in	estimating	actual	losses	in	fair	value	that	can	occur	from	changes	in	market	conditions.

# Foreign	Currency	Rates

The	Company	conducts	operations	in	three	principal	currencies:	the	U.S.	dollar;	the	Australian	dollar;	and	the	British	pound	sterling.	These	currencies	operate	primarily as	the	functional	currency	for	the	Company's	U.S.,	Australian	and	U.K.	operations,	respectively.	Cash	is	managed	centrally	within	each	of	the	three	regions	with	net earnings	reinvested	locally	and	working	capital	requirements	met	from	existing	liquid	funds.	To	the	extent	such	funds	are	not	sufficient	to	meet	working	capital requirements,	funding	in	the	appropriate	local	currencies	is	made	available	from	intercompany	capital.	The	Company	does	not	hedge	its	investments	in	the	net	assets	of its	Australian	and	U.K.	foreign	operations.

Because	of	fluctuations	in	exchange	rates,	the	Company	is	subject	to	currency	translation	exposure	on	the	results	of	its	operations.	Foreign	currency	translation	risk	is the	risk	that	exchange	rate	gains	or	losses	arise	from	translating	foreign	entities'	statements	of	earnings	and	balance	sheets	from	functional	currency	to	the	Company's reporting	currency	(the	U.S.	dollar)	for	consolidation	purposes.	The	Company	does	not	hedge	translation	risk	because	it	generally	generates	positive	cash	flows	from	its international	operations	that	are	typically	reinvested	locally.	Exchange	rates	with	the	most	significant	impact	to	its	translation	include	the	Australian	dollar	and	British pound	sterling.	As	exchange	rates	fluctuate,	translation	of	its	Statements	of	Operations	into	U.S.	dollars	affects	the	comparability	of	revenues	and	operating	expenses between	years.

The	table	below	details	the	percentage	of	revenues	and	expenses	by	the	three	principal	currencies	for	the	fiscal	years	ended	June	30,	2017	and	2016:

|  | U.S.<br>Dollars | Australian<br>Dollars | British	Pound<br>Sterling |
| :--- | :--- | :--- | :--- |
| Fiscal\tyear\tended\tJune\t30,\t2017 |  |  |  |
| Revenues | 47% | 29% | 19% |
| Operating\tand\tSelling,\tgeneral,\tand\tadministrative\texpenses | 47% | 26% | 20% |
| Fiscal\tyear\tended\tJune\t30,\t2016 |  |  |  |
| Revenues | 47% | 28% | 20% |
| Operating\tand\tSelling,\tgeneral,\tand\tadministrative\texpenses | 48% | 24% | 21% |

Based	on	the	year	ended	June	30,	2017,	a	one	cent	change	in	each	of	the	U.S.	dollar/Australian	dollar	and	the	U.S.	dollar/British	pound	sterling	exchange	rates	would have	impacted	revenues	by	approximately	$32	million	and	$12	million,	respectively,	for	each	currency	on	an	annual	basis,	and	would	have	impacted	Total	Segment EBITDA	by	approximately	$6	million	and	$0.4	million,	respectively,	on	an	annual	basis.

# Stock	Prices

The	Company	has	common	stock	investments	in	publicly	traded	companies	that	are	subject	to	market	price	volatility.	These	investments	had	an	aggregate	fair	value	of approximately	$97	million	as	of	June	30,	2017.	A	hypothetical	decrease	in	the	market	price	of	these	investments	of	10%	would	result	in	a	decrease	in	comprehensive income	of	approximately	$10	million	before	tax.	Any	changes	in	fair	value	of	the	Company's	common	stock	investments	are	not	recognized	unless	deemed	other-than- temporary.

# Credit	Risk

Cash	and	cash	equivalents	are	maintained	with	multiple	financial	institutions.	Deposits	held	with	banks	may	exceed	the	amount	of	insurance	provided	on	such	deposits. Generally,	these	deposits	may	be	redeemed	upon	demand	and	are	maintained	with	financial	institutions	of	reputable	credit	and,	therefore,	bear	minimal	credit	risk.

The	Company's	receivables	did	not	represent	significant	concentrations	of	credit	risk	as	of	June	30,	2017	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.

The	Company	monitors	its	positions	with,	and	the	credit	quality	of,	the	financial	institutions	which	are	counterparties	to	its	financial	instruments.	The	Company	is exposed	to	credit	loss	in	the	event	of	nonperformance	by	the	counterparties	to	the	agreements.	As	of	June	30,	2017,	the	Company	did	not	anticipate	nonperformance	by any	of	the	counterparties.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

# INDEX	TO	FINANCIAL	STATEMENTS

|  | Page |
| :--- | :--- |
| Management's\tReport\ton\tInternal\tControl\tOver\tFinancial\tReporting | 79 |
| Reports\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 80 |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2017,\t2016\tand\t2015 | 82 |
| Consolidated\tStatements\tof\tComprehensive\tLoss\tfor\tthe\tfiscal\tyears\tended\tJune\t\t30,\t2017,\t2016\tand\t2015 | 83 |
| Consolidated\tBalance\tSheets\tas\tof\tJune\t30,\t2017\tand\t2016 | 84 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2017,\t2016\tand\t2015 | 85 |
| Consolidated\tStatements\tof\tEquity\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2017,\t2016\tand\t2015 | 86 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 87 |

# MANAGEMENT'S	REPORT	ON	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

Management	of	News	Corporation	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting	as	defined	in	Rules	13a-15(f)	and 15d-15(f)	under	the	Securities	Exchange	Act	of	1934,	as	amended.	News	Corporation's	internal	control	over	financial	reporting	is	a	process	designed	to	provide reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	accounting principles	generally	accepted	in	the	United	States	of	America.	The	Company's	internal	control	over	financial	reporting	includes	those	policies	and	procedures	that:

•pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	News Corporation;

•provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in	accordance	with	accounting principles	generally	accepted	in	the	United	States	of	America;

•provide	reasonable	assurance	that	receipts	and	expenditures	of	News	Corporation	are	being	made	only	in	accordance	with	authorizations	of	management	and directors	of	News	Corporation;	and

•provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use	or	disposition	of	assets	that	could	have	a	material effect	on	the	consolidated	financial	statements.

Internal	control	over	financial	reporting	includes	the	controls	themselves,	monitoring	and	internal	auditing	practices	and	actions	taken	to	correct	deficiencies	as identified.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting,	no	matter	how	well	designed,	may	not	prevent	or	detect	misstatements.	Accordingly,	even effective	internal	control	over	financial	reporting	can	provide	only	reasonable	assurance	with	respect	to	financial	statement	preparation.	Also,	the	assessment	of	the effectiveness	of	internal	control	over	financial	reporting	was	made	as	of	a	specific	date.	Projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or	procedures	may	deteriorate.

Management,	including	the	Company's	principal	executive	officer	and	principal	financial	officer,	conducted	an	assessment	of	the	effectiveness	of	News	Corporation's internal	control	over	financial	reporting	as	of	June	30,	2017,	based	on	criteria	for	effective	internal	control	over	financial	reporting	described	in	the	2013	"Internal Control—Integrated	Framework"	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Management's	assessment	included	an evaluation	of	the	design	of	News	Corporation's	internal	control	over	financial	reporting	and	testing	of	the	operational	effectiveness	of	its	internal	control	over	financial reporting.	Management	reviewed	the	results	of	its	assessment	with	the	Audit	Committee	of	News	Corporation's	Board	of	Directors.

Based	on	this	assessment,	management	determined	that,	as	of	June	30,	2017,	News	Corporation	maintained	effective	internal	control	over	financial	reporting.

Ernst	&	Young	LLP,	the	independent	registered	public	accounting	firm	who	audited	and	reported	on	the	Consolidated	Financial	Statements	of	News	Corporation included	in	the	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	June	30,	2017,	has	audited	the	Company's	internal	control	over	financial	reporting.	Their	report appears	on	the	following	page.

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

The	Board	of	Directors	and	Stockholders	of	News	Corporation:

We	have	audited	News	Corporation's	internal	control	over	financial	reporting	as	of	June	30,	2017,	based	on	criteria	established	in	Internal	Control—Integrated Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(2013	framework)	(the	COSO	criteria).	News	Corporation's management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial reporting	included	in	the	accompanying	Management's	Report	on	Internal	Control	Over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	on	the Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design	and operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

In	our	opinion,	News	Corporation	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	June	30,	2017,	based	on	the	COSO	criteria.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	balance	sheets	of	News Corporation	as	of	June	30,	2017	and	2016,	and	the	related	consolidated	statements	of	operations,	comprehensive	loss,	equity	and	cash	flows	for	each	of	the	three	years	in the	period	ended	June	30,	2017	of	News	Corporation	and	our	report	dated	August	14,	2017	expressed	an	unqualified	opinion	thereon.

/s/	Ernst	&	Young	LLP

New	York,	New	York

We	have	audited	the	accompanying	consolidated	balance	sheets	of	News	Corporation	as	of	June	30,	2017	and	2016,	and	the	related	consolidated	statements	of operations,	comprehensive	loss,	equity	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	June	30,	2017.	These	financial	statements	are	the	responsibility	of the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement.	An	audit	includes	examining,	on	a	test	basis, evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes	assessing	the	accounting	principles	used	and	significant	estimates made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	the	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	consolidated	financial	position	of	News	Corporation	at	June	30,	2017 and	2016,	and	the	consolidated	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	June	30,	2017,	in	conformity	with	U.S.	generally accepted	accounting	principles.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	News	Corporation's	internal	control	over financial	reporting	as	of	June	30,	2017,	based	on	criteria	established	in	Internal	Control-Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of the	Treadway	Commission	(2013	framework)	and	our	report	dated	August	14,	2017	expressed	an	unqualified	opinion	thereon.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (IN	MILLIONS,	EXCEPT	PER	SHARE	AMOUNTS)

|  | Notes | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- | :--- |
| Revenues: |  |  |  |  |
| Advertising |  | $2,860 | $3,025 | $3,349 |
| Circulation\tand\tsubscription |  | 2,470 | 2,569 | 2,608 |
| Consumer |  | 1,573 | 1,578 | 1,594 |
| Real\testate |  | 696 | 619 | 486 |
| Other |  | 540 | 501 | 487 |
| Total\tRevenues |  | 8,139 | 8,292 | 8,524 |
| Operating\texpenses |  | (4,529) | (4,728) | (4,952) |
| Selling,\tgeneral\tand\tadministrative |  | (2,725) | (2,722) | (2,627) |
| NAM\tGroup\tand\tZillow\tsettlements,\tnet | 15 | — | (158) | — |
| Depreciation\tand\tamortization |  | (449) | (505) | (498) |
| Impairment\tand\trestructuring\tcharges | \t5,\t7,\t8 | (927) | (89) | (84) |
| Equity\t(losses)\tearnings\tof\taffiliates | 6 | (295) | 30 | 58 |
| Interest,\tnet |  | 39 | 43 | 56 |
| Other,\tnet | 20 | 132 | 18 | 75 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\t(expense)\tbenefit |  | (615) | 181 | 552 |
| Income\ttax\t(expense)\tbenefit | 18 | (28) | 54 | (185) |
| (Loss)\tincome\tfrom\tcontinuing\toperations |  | (643) | 235 | 367 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | 4 | — | 15 | (445) |
| Net\t(loss)\tincome |  | (643) | 250 | (78) |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests |  | (95) | (71) | (69) |
| Net\t(loss)\tincome\tattributable\tto\tNews\tCorporation\tstockholders |  | $(738) | $179 | $(147) |
| Basic\tand\tdiluted\t(loss)\tincome\tearnings\tper\tshare: | 13 |  |  |  |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare |  | $(1.27) | $0.28 | $0.51 |
| Income\t(loss)\tfrom\tdiscontinued\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare |  | — | 0.02 | (0.77) |
| Net\t(loss)\tincome\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare |  | $(1.27) | $0.30 | $(0.26) |
| Cash\tdividends\tdeclared\tper\tshare\tof\tcommon\tstock |  | $0.20 | $0.20 | $— |

The	accompanying	notes	are	an	integral	part	of	these	audited	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	LOSS

# (IN	MILLIONS)

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Net\t(loss)\tincome | $(643) | $250 | $(78) |
| Other\tcomprehensive\tincome\t(loss): |  |  |  |
| Foreign\tcurrency\ttranslation\tadjustments | 84 | (398) | (1,183) |
| Unrealized\tholding\t(losses)\tgains\ton\tsecurities,\tnet^(a) | (25) | 1 | (5) |
| Benefit\tplan\tadjustments,\tnet^(b) | 8 | (32) | (29) |
| Share\tof\tother\tcomprehensive\t(loss)\tincome\tfrom\tequity\taffiliates,\tnet\t^(c) | 4 | (16) | 1 |
| Other\tcomprehensive\tincome\t(loss) | 71 | (445) | (1,216) |
| Comprehensive\tloss | (572) | (195) | (1,294) |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (95) | (71) | (69) |
| Less:\tOther\tcomprehensive\tloss\t(income)\tattributable\tto\tnoncontrolling\tinterests | (9) | 1 | 24 |
| Comprehensive\tloss\tattributable\tto\tNews\tCorporation\tstockholders | $(676) | $(265) | $(1,339) |

# CONSOLIDATED	BALANCE	SHEETS

# (IN	MILLIONS,	EXCEPT	SHARE	AND	PER	SHARE	AMOUNTS)

|  | Notes | As	of	June	30,<br>2017 | 2016 |
| :--- | :--- | :--- | :--- |
| Assets: |  |  |  |
| Current\tassets: |  |  |  |
| Cash\tand\tcash\tequivalents |  | $2,016 | $1,832 |
| Restricted\tcash | 2 | — | 315 |
| Receivables,\tnet | 2 | 1,276 | 1,229 |
| Other\tcurrent\tassets | 20 | 523 | 513 |
| Total\tcurrent\tassets |  | 3,815 | 3,889 |
| Non-current\tassets: |  |  |  |
| Investments | 6 | 2,027 | 2,270 |
| Property,\tplant\tand\tequipment,\tnet | 7 | 1,624 | 2,405 |
| Intangible\tassets,\tnet | 8 | 2,281 | 2,207 |
| Goodwill | 8 | 3,838 | 3,714 |
| Deferred\tincome\ttax\tassets | 18 | 525 | 602 |
| Other\tnon-current\tassets | 20 | 442 | 396 |
| Total\tassets |  | $14,552 | $15,483 |
| Liabilities\tand\tEquity: |  |  |  |
| Current\tliabilities: |  |  |  |
| Accounts\tpayable |  | $222 | $217 |
| Accrued\texpenses |  | 1,204 | 1,371 |
| Deferred\trevenue |  | 426 | 388 |
| Other\tcurrent\tliabilities | 20 | 600 | 466 |
| Total\tcurrent\tliabilities |  | 2,452 | 2,442 |
| Non-current\tliabilities: |  |  |  |
| Borrowings | 9 | 276 | 369 |
| Retirement\tbenefit\tobligations | 16 | 319 | 350 |
| Deferred\tincome\ttax\tliabilities | 18 | 61 | 171 |
| Other\tnon-current\tliabilities |  | 351 | 349 |
| Commitments\tand\tcontingencies | 15 |  |  |
| Redeemable\tpreferred\tstock | 10 | 20 | 20 |
| Class\tA\tcommon\tstock^(a) |  | 4 | 4 |
| Class\tB\tcommon\tstock^(b) |  | 2 | 2 |
| Additional\tpaid-in\tcapital |  | \t 12,395 | \t 12,434 |
| (Accumulated\tdeficit)\tretained\tearnings |  | (648) | 150 |
| Accumulated\tother\tcomprehensive\tloss |  | (964) | (1,026) |
| Total\tNews\tCorporation\tstockholders'\tequity |  | \t 10,789 | \t 11,564 |
| Noncontrolling\tinterests |  | 284 | 218 |
| Total\tequity |  | \t 11,073 | \t 11,782 |
| Total\tliabilities\tand\tequity |  | $14,552 | $15,483 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | Notes | 2017 | For	the	fiscal		years<br>ended	June	30,<br>				2016 | 2015 |
| :--- | :--- | :--- | :--- | :--- |
| Operating\tactivities: |  |  |  |  |
| Net\t(loss)\tincome |  | $(643) | $250 | $(78) |
| Less:\tIncome\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax |  | — | 15 | (445) |
| (Loss)\tincome\tfrom\tcontinuing\toperations |  | (643) | 235 | 367 |
| Adjustments\tto\treconcile\t(loss)\tincome\tfrom\tcontinuing\toperations\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |  |
| Depreciation\tand\tamortization |  | 449 | 505 | 498 |
| Equity\tlosses\t(earnings)\tof\taffiliates | 6 | 295 | (30) | (58) |
| Cash\tdistributions\treceived\tfrom\taffiliates |  | 4 | 34 | 138 |
| Impairment\tcharges | 8 | 785 | — | — |
| Other,\tnet | 20 | (132) | (18) | (75) |
| Deferred\tincome\ttaxes\tand\ttaxes\tpayable | 18 | (95) | (147) | 59 |
| Change\tin\toperating\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |  |
| Receivables\tand\tother\tassets |  | (58) | 22 | 29 |
| Inventories,\tnet |  | 15 | 35 | 18 |
| Accounts\tpayable\tand\tother\tliabilities |  | 137 | 58 | 12 |
| NAM\tGroup\tsettlement |  | (258) | 258 | — |
| Net\tcash\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\toperations |  | 499 | 952 | 988 |
| Net\tcash\tused\tin\toperating\tactivities\tfrom\tdiscontinued\toperations |  | (5) | (74) | (157) |
| Net\tcash\tprovided\tby\toperating\tactivities |  | 494 | 878 | 831 |
| Investing\tactivities: |  |  |  |  |
| Capital\texpenditures |  | (256) | (256) | (308) |
| Changes\tin\trestricted\tcash\tfor\tWireless\tGroup\tacquisition |  | 315 | (315) | — |
| Acquisitions,\tnet\tof\tcash\tacquired |  | (347) | (520) | (1,190) |
| Investments\tin\tequity\taffiliates\tand\tother |  | (59) | (51) | (146) |
| Other\tinvestments |  | (39) | (54) | (224) |
| Proceeds\tfrom\tbusiness\tdispositions |  | 162 | 1 | — |
| Proceeds\tfrom\tproperty,\tplant\tand\tequiptment\tand\tother\tasset\tdispositions |  | 109 | 41 | 182 |
| Other |  | 10 | 30 | 15 |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tcontinuing\toperations |  | (105) | (1,124) | (1,671) |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities\tfrom\tdiscontinued\toperations |  | — | 13 | (70) |
| Net\tcash\tused\tin\tinvesting\tactivities |  | (105) | (1,111) | (1,741) |
| Financing\tactivities: |  |  |  |  |
| Borrowings | 9 | — | 342 | — |
| Repayment\tof\tborrowings\tacquired\tin\tacquisitions |  | (23) | — | (129) |
| Repurchase\tof\tshares |  | — | (41) | (30) |
| Dividends\tpaid |  | (152) | (147) | (30) |
| Other,\tnet |  | (42) | (4) | (1) |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities\tfrom\tcontinuing\toperations |  | (217) | 150 | (190) |
| Net\tcash\tused\tin\tfinancing\tactivities\tfrom\tdiscontinued\toperations |  | — | — | — |
| Net\tcash\t(used\tin)\tprovided\tby\tfinancing\tactivities |  | (217) | 150 | (190) |
| Net\tincrease\t(decrease)\tin\tcash\tand\tcash\tequivalents |  | 172 | (83) | (1,100) |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tyear |  | 1,832 | 1,951 | 3,145 |
| Exchange\tmovement\ton\topening\tcash\tbalance |  | 12 | (36) | (94) |
| Cash\tand\tcash\tequivalents,\tend\tof\tyear |  | $2,016 | $1,832 | $1,951 |

# CONSOLIDATED	STATEMENTS	OF	EQUITY

|  | Class	A<br>Common	Stock<br>Shares | Amount | Class	B<br>Common	Stock<br>Shares | Amount | Additional<br>Paid-in<br>Capital | Retained<br>Earnings<br>(Accumulated<br>Deficit) | Accumulated<br>Other<br>Comprehensive<br>(Loss)	Income | Total	News<br>Corporation<br>Equity | Noncontrolling<br>Interests | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance,\tJune\t30,\t2014 | 379 | 4 | 200 | 2 | 12,390 | 237 | 610 | 13,243 | 156 | \t 13,399 |
| Net\t(loss)\tincome | \t — | — | \t — | — | — | (147) | — | (147) | 69 | (78) |
| Other\tcomprehensive\tloss | \t — | — | \t — | — | — | — | (1,192) | (1,192) | (24) | (1,216) |
| Dividends | \t — | — | \t — | — | — | (2) | — | (2) | (28) | (30) |
| Share\trepurchases | (2) | — | \t — | — | (32) | — | — | (32) | — | (32) |
| Other | 5 | — | \t — | — | 75 | — | — | 75 | (2) | 73 |
| Balance,\tJune\t30,\t2015 | 382 | 4 | 200 | 2 | 12,433 | 88 | (582) | 11,945 | 171 | \t 12,116 |
| Net\tincome | \t — | — | \t — | — | — | 179 | — | 179 | 71 | 250 |
| Other\tcomprehensive\tloss | \t — | — | \t — | — | — | — | (444) | (444) | (1) | (445) |
| Dividends | \t — | — | \t — | — | — | (118) | — | (118) | (29) | (147) |
| Share\trepurchases | (3) | — | \t — | — | (39) | — | — | (39) | — | (39) |
| Other | 1 | — | \t — | — | 40 | 1 | — | 41 | 6 | 47 |
| Balance,\tJune\t30,\t2016 | 380 | 4 | 200 | 2 | 12,434 | 150 | (1,026) | 11,564 | 218 | \t 11,782 |
| Net\t(loss)\tincome | \t — | — | \t — | — | — | (738) | — | (738) | 95 | (643) |
| Other\tcomprehensive\tincome | \t — | — | \t — | — | — | — | 62 | 62 | 9 | 71 |
| Dividends | \t — | — | \t — | — | (58) | (60) | — | (118) | (34) | (152) |
| Share\trepurchases | \t — | — | \t — | — | — | — | — | — | — | — |
| Other | 2 | — | \t — | — | 19 | — | — | 19 | (4) | 15 |
| Balance,\tJune\t30,\t2017 | 382 | $4 | 200 | $2 | 12,395 | $(648) | $(964) | $10,789 | $284 | $11,073 |

# NOTES	TO	THE	CONSOLIDATED	FINANCIAL	STATEMENTS

# NOTE	1.	DESCRIPTION	OF	BUSINESS	AND	BASIS	OF	PRESENTATION

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	4—Discontinued	Operations).

# Basis	of	presentation

The	consolidated	financial	statements	of	the	Company	have	been	prepared	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States	of	America ("GAAP").	The	Company's	financial	statements	as	of	and	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015	are	presented	on	a	consolidated	basis.

The	consolidated	financial	statements	are	referred	to	herein	as	the	"Consolidated	Financial	Statements."	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	Company	maintains	a	52-53	week	fiscal	year	ending	on	the	Sunday	closest	to	June	30	in	each	year.	Fiscal	2017,	fiscal	2016	and	fiscal	2015	included	52,	53	and	52 weeks,	respectively.	All	references	to	the	fiscal	years	ended	June	30,	2017,	2016,	and	2015	relate	to	the	fiscal	years	ended	July	2,	2017,	July	3,	2016,	and	June	28,	2015, respectively.	For	convenience	purposes,	the	Company	continues	to	date	its	consolidated	financial	statements	as	of	June	30.

# NOTE	2.	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

# Principles	of	consolidation

The	Consolidated	Financial	Statements	include	the	accounts	of	all	majority-owned	and	controlled	subsidiaries.	In	addition,	the	Company	evaluates	its	relationships	with other	entities	to	identify	whether	they	are	variable	interest	entities	("VIEs")	as	defined	by	Financial	Accounting	Standards	Board	("FASB")	Accounting	Standards Codification	("ASC")	810-10,	"Consolidation"	("ASC	810-10")	and	whether	the	Company	is	the	primary	beneficiary.	Consolidation	is	required	if	both	of	these	criteria are	met.	All	significant	intercompany	accounts	and	transactions	have	been	eliminated	in	consolidation,	including	the	intercompany	portion	of	transactions	with	equity method	investees.

Changes	in	the	Company's	ownership	interest	in	a	consolidated	subsidiary	where	a	controlling	financial	interest	is	retained	are	accounted	for	as	capital	transactions. When	the	Company	ceases	to	have	a	controlling	interest	in	a	consolidated	subsidiary	the	Company	will	recognize	a	gain	or	loss	in	the	Statements	of	Operations	upon deconsolidation.

# Reclassifications

Certain	reclassifications	have	been	made	to	the	prior	period	consolidated	financial	statements	to	conform	to	the	fiscal	2017	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.	Additionally,	in	the	third	quarter	of	fiscal	2017,	the	Company	revised	the	Statements of	Cash	Flows	to	present	cash	flow	activities	from	discontinued	operations	within	each	of	the	operating,	investing	and	financing	activities	categories.

# Use	of	estimates

The	preparation	of	the	Company's	Consolidated	Financial	Statements	in	conformity	with	GAAP	requires	management	to	make	estimates	and	assumptions	that	affect	the amounts	that	are	reported	in	the	Consolidated	Financial	Statements	and	accompanying	disclosures.	Actual	results	could	differ	from	those	estimates.

# Cash	and	cash	equivalents

Cash	and	cash	equivalents	consist	of	cash	on	hand	and	other	investments	that	are	readily	convertible	into	cash	with	original	maturities	of	three	months	or	less.	The Company's	cash	and	cash	equivalents	balance	as	of	June	30,	2017	and	2016	also	includes	$276	million	and	$95	million,	respectively,	which	is	not	readily	accessible	by the	Company	as	it	is	held	by	REA	Group	Limited	("REA	Group"),	a	majority	owned	but	separately	listed	public	company.	REA	Group	must	declare	a	dividend	in	order for	the	Company	to	have	access	to	its	share	of	REA	Group's	cash	balance.

The	Company	classifies	cash	as	restricted	when	the	cash	is	unavailable	for	use	in	its	general	operations.	The	restricted	cash	balance	of	$315	million	as	of	June	30,	2016 related	to	cash	set	aside	for	the	Wireless	Group	acquisition	in	order	to	comply	with	U.K.	takeover	regulations.	(See	Note	3	–	Acquisitions,	Disposals	and	Other Transactions).	The	Company	utilized	the	restricted	cash	which	was	specifically	set	aside	at	June	30,	2016	for	purposes	of	funding	the	acquisition	and	therefore	the Company	had	no	restricted	cash	as	of	June	30,	2017.

# Concentration	of	credit	risk

Cash	and	cash	equivalents	are	maintained	with	multiple	financial	institutions.	The	Company	has	deposits	held	with	banks	that	exceed	the	amount	of	insurance	provided on	such	deposits.	Generally,	these	deposits	may	be	redeemed	upon	demand	and	are	maintained	with	financial	institutions	of	reputable	credit	and,	therefore,	bear	minimal credit	risk.

# 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	percentage	of	each	dollar	of	product	sales	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	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
|  | (in\tmillions) | (in\tmillions) |
| Receivables | $1,484 | $1,442 |
| Allowances\tfor\tsales\treturns | (166) | (170) |
| Allowances\tfor\tdoubtful\taccounts | (42) | (43) |
| Receivables,\tnet | $1,276 | $1,229 |

# Inventories

Inventories	are	valued	at	the	lower	of	cost	or	market.	Cost	is	determined	by	the	weighted	average	cost	method.	The	Company	records	a	reserve	for	excess	and	obsolete inventory	based	upon	a	calculation	using	the	historical	usage	rates,	sales	patterns	of	its	products	and	specifically	identified	obsolete	inventory.	Inventory	is	included within	Other	current	assets	on	the	Balance	Sheets.

# Prepublication	costs

The	Company	capitalizes	the	art,	prepress,	outside	editorial,	digital	conversion	and	other	costs	incurred	in	the	creation	of	the	master	copy	of	a	book	or	other	media	(the "prepublication	costs").	Prepublication	costs	are	amortized	from	the	year	of	publication	over	the	estimated	useful	life	of	the	title,	using	the	straight-line	method	for capitalized	costs	with	an	estimated	useful	life	of	one	year	or	less	and	sum	of	the	years'	digits	for	capitalized	costs	with	an	estimated	useful	life	exceeding	one	year.	The Company	regularly	reviews	the	recoverability	of	the	capitalized	costs	based	on	expected	future	revenues.	Prepublications	costs	are	included	in	Other	non-current	assets on	the	Balance	Sheets	and	were	$31	million	and	$33	million	as	of	June	30,	2017	and	2016,	respectively.	Amortization	of	prepublication	costs	for	the	fiscal	years	ended June	30,	2017,	2016	and	2015	was	$45	million,	$43	million,	and	$43	million,	respectively.

# Investments

The	Company	makes	investments	in	various	businesses	in	the	normal	course	of	business.	The	Company	evaluates	its	relationships	with	other	entities	to	identify	whether they	are	VIEs	in	accordance	with	ASC	810-10	and	whether	the	Company	is	the	primary	beneficiary.	In	determining	whether	the	Company	is	the	primary	beneficiary	of	a VIE,	it	assesses	whether	it	has	the	power	to	direct	matters	that	most	significantly	impact	the	activities	of	the	VIE	and	has	the	obligation	to	absorb	losses	or	the	right	to receive	benefits	from	the	VIE	that	could	potentially	be	significant	to	the	VIE.	The	Company	would	consolidate	any	investments	in	which	it	was	determined	to	be	the primary	beneficiary	of	a	VIE.

Investments	in	and	advances	to	equity	investments	or	joint	ventures	in	which	the	Company	has	significant	influence,	but	is	not	the	primary	beneficiary,	and	has	less	than a	controlling	voting	interest,	are	accounted	for	using	the	equity	method.	Significant	influence	is	generally	presumed	to	exist	when	the	Company	owns	an	interest between	20%	and	50%	or	when	the	Company	has	the	ability	to	exercise	significant	influence.	Under	the	equity	method	of	accounting,	the	Company	includes	its investments	and	amounts	due	to	and	from	its	equity	method

investments	in	its	Balance	Sheets.	The	Company's	Statements	of	Operations	include	the	Company's	share	of	the	investees'	earnings	(losses)	and	the	Company's Statements	of	Cash	Flows	include	all	cash	received	from	or	paid	to	the	investee.

The	difference	between	the	Company's	investment	and	its	share	of	the	fair	value	of	the	underlying	net	assets	of	the	investee	upon	acquisition	is	first	allocated	to	either finite-lived	intangibles,	indefinite-lived	intangibles	or	other	assets	and	liabilities	and	the	balance	is	attributed	to	goodwill.	The	Company	follows	ASC	350,	"Intangibles —Goodwill	and	Other"	("ASC	350"),	which	requires	that	equity	method	finite-lived	intangibles	be	amortized	over	their	estimated	useful	life.	Such	amortization	is reflected	in	Equity	(losses)	earnings	of	affiliates	in	the	Statements	of	Operations.	Indefinite-lived	intangibles	and	goodwill	are	not	amortized.

Investments	in	which	the	Company	has	no	significant	influence	(generally	less	than	a	20%	ownership	interest)	or	does	not	have	the	ability	to	exercise	significant influence	are	designated	as	available-for-sale	investments	if	readily	determinable	market	values	are	available.	The	Company	reports	available-for-sale	investments	at	fair value	based	on	quoted	market	prices.	Unrealized	gains	and	losses	on	available-for-sale	investments	are	included	in	Accumulated	other	comprehensive	loss,	net	of applicable	taxes	and	other	adjustments,	until	the	investment	is	sold	or	considered	impaired.	If	an	investment's	fair	value	is	not	readily	determinable,	the	Company accounts	for	its	investment	at	cost.

Property,	plant	and	equipment	are	stated	at	cost	less	accumulated	depreciation.	Depreciation	is	provided	using	the	straight-line	method	over	an	estimated	useful	life	of	3 to	50	years.	Leasehold	improvements	are	amortized	using	the	straight-line	method	over	the	shorter	of	their	useful	lives	or	the	life	of	the	lease.	Costs	associated	with	the repair	and	maintenance	of	property,	plant	and	equipment	are	expensed	as	incurred.	Changes	in	circumstances,	such	as	technological	advances	or	changes	to	the Company's	business	model	or	capital	strategy,	could	result	in	the	actual	useful	lives	differing	from	the	Company's	estimates.	In	those	cases	where	the	Company determines	that	the	useful	life	of	buildings	and	equipment	should	be	changed,	the	Company	would	depreciate	the	asset	over	its	revised	remaining	useful	life,	thereby increasing	depreciation	expense.

# Operating	Leases

For	operating	leases,	minimum	lease	payments,	including	minimum	scheduled	rent	increases,	are	recognized	as	rent	expense	on	a	straight-line	basis	over	the	applicable lease	terms.	The	term	used	for	straight-line	rent	expense	is	calculated	beginning	on	the	date	that	the	Company	obtains	possession	of	the	leased	premises	through	the expected	lease	termination	date.

# Capitalized	software

In	accordance	with	ASC	350–40	"Internal-use	Software,"	the	Company	capitalizes	certain	costs	incurred	in	connection	with	developing	or	obtaining	internal	use software.	Costs	incurred	in	the	preliminary	project	stage	are	expensed.	All	direct	costs	incurred	to	develop	internal	use	software	during	the	development	stage	are capitalized	and	amortized	using	the	straight-line	method	over	the	estimated	useful	life,	generally	2	to	10	years.	Costs	such	as	maintenance	and	training	are	expensed	as incurred.	Research	and	development	costs	are	also	expensed	as	incurred.

# Royalty	advances	to	authors

Royalty	advances	are	initially	capitalized	and	subsequently	expensed	as	related	revenues	are	earned	or	when	the	Company	determines	future	recovery	is	not	probable. The	Company	has	a	long	history	of	providing	authors	with

royalty	advances,	and	it	tracks	each	advance	earned	with	respect	to	the	sale	of	the	related	publication.	Historically,	the	longer	the	unearned	portion	of	the	advance remains	outstanding,	the	less	likely	it	is	that	the	Company	will	recover	the	advance	through	the	sale	of	the	publication.	The	Company	applies	this	historical	experience	to its	existing	outstanding	royalty	advances	to	estimate	the	likelihood	of	recovery	and	a	provision	is	established	to	write-off	the	unearned	advance,	usually	between	6	and 12	months	after	publication.	Additionally,	the	Company	reviews	its	portfolio	of	royalty	advances	for	unpublished	titles	to	determine	if	individual	royalty	advances	are not	recoverable	for	discrete	reasons,	such	as	the	death	of	an	author	prior	to	completion	of	a	title	or	titles,	a	Company	decision	to	not	publish	a	title,	poor	market	demand or	other	relevant	factors	that	could	impact	recoverability.	Based	on	this	information,	the	portion	of	any	advance	that	the	Company	believes	is	not	recoverable	is expensed.

# Goodwill	and	intangible	assets

The	Company	has	goodwill	and	intangible	assets,	including	newspaper	mastheads,	distribution	networks,	publishing	imprints,	radio	broadcast	licenses,	trademarks	and tradenames,	channel	distribution	agreements,	publishing	rights	and	customer	relationships.	Goodwill	is	recorded	as	the	difference	between	the	cost	of	acquiring	entities and	amounts	assigned	to	their	tangible	and	identifiable	intangible	net	assets.	In	accordance	with	ASC	350,	the	Company's	goodwill	and	indefinite-lived	intangible	assets are	tested	annually	during	the	fourth	quarter	for	impairment	or	earlier	if	events	occur	or	circumstances	change	that	would	more	likely	than	not	reduce	the	fair	values below	their	carrying	amounts.	Intangible	assets	with	finite	lives	are	amortized	over	their	estimated	useful	lives.

Goodwill	is	reviewed	for	impairment	at	a	reporting	unit	level.	Reporting	units	are	determined	based	on	an	evaluation	of	the	Company's	operating	segments	and	the components	making	up	those	operating	segments.	For	purposes	of	its	goodwill	impairment	review,	the	Company	has	identified	Dow	Jones,	the	Australian	newspapers, the	U.K.	newspapers,	News	America	Marketing,	Unruly	Holdings	Limited	("Unruly"),	Storyful	Limited	("Storyful"),	Wireless	Group	plc	("Wireless	Group),	FOX SPORTS	Australia,	Australia	News	Channel	Pty	Ltd	("ANC"),	HarperCollins,	REA	Group,	Move,	Inc.	("Move")	and	DIAKRIT	International	Limited	("DIAKRIT"),	as its	reporting	units.	During	the	third	quarter	of	fiscal	2017,	the	Company	early	adopted	ASU	2017-04,	"Intangibles—Goodwill	and	Other	(Topic	350):	Simplifying	the Test	for	Goodwill	Impairment"	("ASU	2017-04")	which	eliminates	Step	2	from	the	goodwill	impairment	test	and	instead	requires	an	entity	to	perform	its	annual,	or interim,	goodwill	impairment	test	by	comparing	the	fair	value	of	a	reporting	unit	with	its	carrying	amount	and	to	recognize	an	impairment	charge	for	the	amount	by which	the	carrying	amount	exceeds	the	reporting	unit's	fair	value.

Under	ASU	2017-04,	in	assessing	goodwill	for	impairment,	the	Company	has	the	option	to	first	perform	a	qualitative	assessment	to	determine	whether	events	or circumstances	exist	that	lead	to	a	determination	that	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its	carrying	amount.	If	the	Company determines	that	it	is	not	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its	carrying	amount,	the	Company	is	not	required	to	perform	any	additional tests	in	assessing	goodwill	for	impairment.	However,	if	the	Company	concludes	otherwise	or	elects	not	to	perform	the	qualitative	assessment,	then	it	is	required	to perform	a	quantitative	analysis	to	determine	the	fair	value	of	the	business,	and	compare	the	calculated	fair	value	of	a	reporting	unit	with	its	carrying	amount,	including goodwill.	If	through	a	quantitative	analysis	the	Company	determines	the	fair	value	of	a	reporting	unit	exceeds	its	carrying	amount,	the	goodwill	of	the	reporting	unit	is considered	not	to	be	impaired.	If	the	Company	concludes	that	the	fair	value	of	the	reporting	unit	is	less	than	its	carrying	value,	an	impairment	will	be	recognized	for	the amount	by	which	the	carrying	amount	exceeds	the	reporting	unit's	fair	value.

The	Company	also	performs	impairment	reviews	on	its	indefinite-lived	intangible	assets,	including	newspaper	mastheads,	distribution	networks,	publishing	imprints, radio	broadcast	licenses	and	trademarks	and	tradenames.	Newspaper	mastheads,	radio	broadcast	licenses	and	book	publishing	imprints	are	reviewed	on	an	aggregated basis	in	accordance	with	ASC	350.	Distribution	networks	and	trademarks	are	reviewed	individually.	In	assessing	its	indefinite-lived	intangible	assets	for	impairment,	the Company	has	the	option	to	first	perform	a	qualitative	assessment	to	determine	whether	events	or	circumstances	exist	that	lead	to	a	determination	that	it	is	more	likely than	not	that	the	fair	value	of	the	indefinite-lived	intangible	asset	is	less	than	its	carrying	amount.	If	the	Company	determines	that	it	is	not	more	likely	than	not	that	the fair	value	of	an	indefinite-lived	intangible	asset	is	less	than	its	carrying	amount,	the	Company	is	not	required	to	perform	any	additional	tests	in	assessing	the	asset	for impairment.	However,	if	the	Company	concludes	otherwise	or	elects	not	to	perform	the	qualitative	assessment,	then	it	is	required	to	perform	a	quantitative	analysis	to determine	if	the	fair	value	of	an	indefinite-lived	intangible	asset	is	less	than	its	carrying	value.	If	through	a	quantitative	analysis	the	Company	determines	the	fair	value of	an	indefinite-lived	intangible	asset	exceeds	its	carrying	amount,	the	indefinite-lived	intangible	asset	is	considered	not	to	be	impaired.	If	the	Company	concludes	that the	fair	value	of	an	indefinite-lived	intangible	asset	is	less	than	its	carrying	value,	an	impairment	will	be	recognized	for	the	amount	by	which	the	carrying	amount exceeds	the	indefinite-lived	intangible	asset's	fair	value.

The	methods	used	to	estimate	the	fair	value	measurements	of	the	Company's	reporting	units	and	indefinite-lived	intangible	assets	include	those	based	on	the	income approach	(including	the	discounted	cash	flow	and	relief-from-royalty	methods)	and	those	based	on	the	market	approach	(primarily	the	guideline	public	company method).	The	resulting	fair	value	measurements	of	the	assets	are	considered	to	be	Level	3	measurements.	Determining	fair	value	requires	the	exercise	of	significant judgments,	including	judgments	about	appropriate	discount	rates,	long-term	growth	rates,	relevant	comparable	company	earnings	multiples	and	the	amount	and	timing	of expected	future	cash	flows.	The	cash	flows	employed	in	the	analyses	are	based	on	the	Company's	estimated	outlook	and	various	growth	rates	are	assumed	for	years beyond	the	long-term	business	plan	period.	Discount	rate	assumptions	are	based	on	an	assessment	of	the	risk	inherent	in	the	future	cash	flows	of	the	respective	reporting units.	In	assessing	the	reasonableness	of	its	determined	fair	values,	the	Company	evaluates	its	results	against	other	value	indicators,	such	as	comparable	public	company trading	values.

When	a	business	within	a	reporting	unit	is	disposed	of,	goodwill	is	allocated	to	the	disposed	business	using	the	relative	fair	value	method.

# Asset	impairments

Equity	method	investments	are	regularly	reviewed	to	determine	whether	a	significant	event	or	change	in	circumstances	has	occurred	that	may	impact	the	fair	value	of each	investment.	If	the	fair	value	of	the	investment	has	dropped	below	the	carrying	amount,	management	considers	several	factors	when	determining	whether	an	other- than-temporary	decline	in	market	value	has	occurred,	including	the	length	of	time	and	extent	to	which	the	market	value	has	been	below	cost,	the	financial	condition	and near-term	prospects	of	the	issuer,	the	intent	and	ability	of	the	Company	to	retain	its	investment	in	the	issuer	for	a	period	of	time	sufficient	to	allow	for	any	anticipated recovery	in	market	value	and	other	factors	influencing	the	fair	market	value,	such	as	general	market	conditions.

The	Company	regularly	reviews	available-for-sale	investment	securities	for	other-than-temporary	impairment	based	on	criteria	that	include	the	extent	to	which	the investment's	carrying	value	exceeds	its	related	market	value,	the	duration	of	the	market	decline,	the	Company's	ability	to	hold	until	recovery	and	the	financial	strength and	specific	prospects	of	the	issuer	of	the	security.

The	Company	regularly	reviews	investments	accounted	for	at	cost	for	other-than-temporary	impairment	based	on	criteria	that	include	the	extent	to	which	the investment's	carrying	value	exceeds	its	related	estimated	fair	value,	the	duration	of	the	estimated	fair	value	decline,	the	Company's	ability	to	hold	until	recovery	and	the financial	strength	and	specific	prospects	of	the	issuer	of	the	security.

ASC	360,	"Property,	Plant,	and	Equipment"	("ASC	360")	and	ASC	350	require	the	Company	to	periodically	review	the	carrying	amounts	of	its	long-lived	assets, including	property,	plant	and	equipment	and	finite-lived	intangible	assets,	to	determine	whether	current	events	or	circumstances	indicate	that	such	carrying	amounts	may not	be	recoverable.	If	the	carrying	amount	of	the	asset	is	greater	than	the	expected	undiscounted	cash	flows	to	be	generated	by	such	asset,	an	impairment	adjustment	is recognized	if	the	carrying	value	of	such	asset	exceeds	its	fair	value.	The	Company	generally	measures	fair	value	by	considering	sale	prices	for	similar	assets	or	by discounting	estimated	future	cash	flows	using	an	appropriate	discount	rate.	Considerable	management	judgment	is	necessary	to	estimate	the	fair	value	of	assets, accordingly,	actual	results	could	vary	significantly	from	such	estimates.	Assets	to	be	disposed	of	are	carried	at	the	lower	of	their	financial	statement	carrying	amount	or fair	value,	less	their	costs	to	sell.

# Treasury	Stock

The	Company	accounts	for	treasury	stock	using	the	cost	method.	Upon	the	retirement	of	treasury	stock,	the	Company	allocates	the	value	of	treasury	shares	between common	stock,	additional	paid-in	capital	and	retained	earnings.	All	shares	repurchased	to	date	have	been	retired.

# Revenue	recognition

Revenue	is	recognized	when	persuasive	evidence	of	an	arrangement	exists,	the	fees	are	fixed	or	determinable,	the	product	or	service	has	been	delivered	and	collectability is	reasonably	assured.	The	Company	considers	the	terms	of	each	arrangement	to	determine	the	appropriate	accounting	treatment.

Advertising	revenues	are	recognized	in	the	period	when	advertising	is	printed,	broadcast	or	placed	on	digital	platforms,	net	of	commissions	and	provisions	for	estimated sales	incentives	including	rebates,	rate	adjustments	and	discounts.	Advertising	revenues	from	integrated	marketing	services	are	recognized	when	free-standing	inserts	are published	or	over	the	time	period	in	which	in-store	marketing	services	are	performed.	Billings	to	clients	and	payments	received	in	advance	of	the	performance	of	services or	delivery	of	products	are	recorded	as	deferred	revenue	until	the	services	are	performed	or	the	product	is	delivered.

Circulation	and	information	services	revenues	include	single-copy	and	subscription	revenues.	Circulation	revenues	are	based	on	the	number	of	copies	of	the	printed newspaper	(through	home-delivery	subscriptions	and	single-copy	sales)	and	digital	subscriptions	sold	and	the	rates	charged	to	the	respective	customers.	Single-copy revenue	is	recognized	based	on	date	of	publication,	net	of	provisions	for	related	returns.	Proceeds	from	print,	digital	and	electronic	information	services	subscription revenues	are	deferred	at	the	time	of	sale	and	are	recognized	in	earnings	on	a	pro	rata	basis	over	the	terms	of	the	subscriptions.

Other	revenues	are	recognized	when	the	related	services	are	performed	or	the	product	has	been	delivered.

Revenue	from	the	sale	of	books	for	distribution	in	the	retail	channel	is	primarily	recognized	upon	passing	of	control	to	the	buyer.	Revenue	for	electronic	books	("e- books"),	which	is	the	net	amount	received	from	the

retailer,	is	generally	recognized	upon	electronic	delivery	to	the	customer	by	the	retailer.	Revenue	is	reported	net	of	any	amounts	billed	to	customers	for	taxes	which	are remitted	to	government	authorities.

Real	estate	revenues	are	derived	from	the	sale	of	online	real	estate	listing	products	and	services	to	agents,	brokers	and	developers.	Revenues	are	recognized	on	the fulfillment	of	customer	service	obligations,	which	may	include	product	performance	and/or	product	service	periods.

Advertising	revenues	are	recognized	in	the	period	when	advertising	is	placed	on	digital	platforms,	net	of	commissions	and	provisions	for	estimated	sales	incentives including	rebates,	rate	adjustments	and	discounts.

Subscription	revenues	from	licensing	and	advanced	reporting	products	are	typically	recognized	ratably	over	the	service	period	of	the	related	subscription.

Affiliate	fees	received	from	cable	television	systems,	direct	broadcast	satellite	operators	and	other	distribution	systems	are	recognized	as	revenue	in	the	period	that services	are	provided.	Advertising	revenues	are	recognized,	net	of	agency	commissions,	in	the	period	that	the	advertisements	are	aired.

# Multiple	element	arrangements

Revenues	derived	from	a	single	sales	contract	that	contains	multiple	products	and	services	are	allocated	based	on	the	relative	fair	value	of	each	item	to	be	delivered	and recognized	in	accordance	with	the	applicable	revenue	recognition	criteria	for	the	specific	unit	of	accounting.

# Gross	versus	net	revenue	recognition

In	the	normal	course	of	business,	the	Company	acts	as	or	uses	an	intermediary	or	agent	in	executing	transactions	with	third	parties.	In	connection	with	these arrangements,	the	Company	must	determine	whether	to	report	revenue	based	on	the	gross	amount	billed	to	the	ultimate	customer	or	on	the	net	amount	received	from	the customer	after	commissions	and	other	payments	to	third	parties.

The	determination	of	whether	revenue	should	be	reported	on	a	gross	or	net	basis	is	based	on	an	assessment	of	whether	the	Company	is	acting	as	the	principal	or	an	agent in	the	transaction.	If	the	Company	is	acting	as	a	principal	in	a	transaction,	the	Company	reports	revenue	on	a	gross	basis.	If	the	Company	is	acting	as	an	agent	in	a transaction,	the	Company	reports	revenue	on	a	net	basis.	The	determination	of	whether	the	Company	is	acting	as	a	principal	or	an	agent	in	a	transaction	involves judgment	and	is	based	on	an	evaluation	of	the	terms	of	the	arrangement.	The	Company	serves	as	the	principal	in	transactions	in	which	it	has	substantial	risks	and	rewards of	ownership.

# Barter	transactions

The	Company	enters	into	transactions	that	involve	the	exchange	of	advertising,	in	part,	for	other	products	and	services,	which	are	recorded	at	the	lesser	of	estimated	fair value	of	the	advertising	given	or	product	or	service	received	in	accordance	with	the	provisions	of	ASC	605-20-25,	"Advertising	Barter	Transactions."	Revenue	from barter	transactions	is	recognized	when	advertising	is	provided,	and	expenses	are	recognized	when	products	are	received	or	services	are	incurred.	Revenue	from	barter transactions	included	in	the	Statements	of	Operations	was	$48	million,	$58	million	and	$56	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,

respectively.	Expense	from	barter	transactions	included	in	the	Statements	of	Operations	was	$48	million,	$58	million	and	$56	million	for	the	fiscal	years	ended	June	30, 2017,	2016	and	2015,	respectively.

# Sales	returns

Consistent	with	industry	practice,	certain	of	the	Company's	products,	such	as	books	and	newspapers,	are	sold	with	the	right	of	return.	The	Company	records,	as	a reduction	of	revenue,	the	estimated	impact	of	such	returns.	In	determining	the	estimate	of	product	sales	that	will	be	returned,	management	analyzes	historical	returns, current	economic	trends,	changes	in	customer	demand	and	acceptance	of	the	Company's	products.	Based	on	this	information,	management	reserves	a	percentage	of	each dollar	of	product	sales	that	provide	the	customer	with	the	right	of	return.

# Advertising	expenses

The	Company	expenses	advertising	costs	as	incurred	in	accordance	with	ASC	720-35,	"Other	Expenses—Advertising	Cost."	Advertising	and	promotional	expenses recognized	totaled	$587	million,	$607	million	and	$530	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively.

# Shipping	and	handling

Costs	incurred	for	shipping	and	handling	are	reflected	in	Operating	expenses	in	the	Statements	of	Operations.

# Translation	of	foreign	currencies

The	financial	results	and	position	of	foreign	subsidiaries	and	affiliates	are	translated	into	U.S.	dollars	using	the	current	rate	method,	whereby	operating	results	are converted	at	the	average	rate	of	exchange	for	the	period	and	assets	and	liabilities	are	converted	at	the	closing	rates	on	the	period	end	date.	The	resulting	translation adjustments	are	accumulated	as	a	component	of	Accumulated	other	comprehensive	loss.	Gains	and	losses	from	foreign	currency	transactions	are	generally	included	in income	for	the	period.

The	Company	accounts	for	income	taxes	in	accordance	with	ASC	740,	"Income	Taxes"	("ASC	740").	ASC	740	requires	an	asset	and	liability	approach	for	financial accounting	and	reporting	for	income	taxes.	Under	the	asset	and	liability	approach,	deferred	taxes	are	provided	for	the	net	tax	effects	of	temporary	differences	between the	carrying	amounts	of	assets	and	liabilities	for	financial	reporting	purposes	and	the	amounts	used	for	income	tax	purposes.	Valuation	allowances	are	established	where management	determines	that	it	is	more	likely	than	not	that	some	portion	or	all	of	a	deferred	tax	asset	will	not	be	realized.	Deferred	taxes	have	not	been	provided	on	the cumulative	undistributed	earnings	of	foreign	subsidiaries	to	the	extent	amounts	are	expected	to	be	reinvested	indefinitely.	The	Company	recognizes	interest	and	penalty charges	related	to	unrecognized	tax	benefits	as	income	tax	expense.

# Earnings	(loss)	per	share

Basic	earnings	(loss)	per	share	for	Class	A	Common	Stock	and	Class	B	Common	Stock	is	calculated	by	dividing	Net	income	(loss)	available	to	News	Corporation stockholders	by	the	weighted	average	number	of	shares	of	Class	A	Common	Stock	and	Class	B	Common	Stock	outstanding.	Diluted	earnings	(loss)	per	share	for Class	A	Common	Stock	and	Class	B	Common	Stock	is	calculated	similarly,	except	that	the	calculation	includes	the	dilutive	effect	of	the	assumed	issuance	of	shares issuable	under	the	Company's	equity-based	compensation	plans.	(See	Note	13—Earnings	(loss)	per	share).

# Equity-based	compensation

Equity-based	awards	are	accounted	for	in	accordance	with	ASC	718,	"Compensation—Stock	Compensation"	("ASC	718").	ASC	718	requires	that	the	cost	resulting from	all	share-based	payment	transactions	be	recognized	in	the	Consolidated	Financial	Statements.	ASC	718	establishes	fair	value	as	the	measurement	objective	in accounting	for	share-based	payment	arrangements	and	requires	all	companies	to	apply	a	fair-value-based	measurement	method	in	accounting	for	generally	all	share- based	payment	transactions	with	employees.

The	Company	provides	defined	benefit	pension,	postretirement	healthcare	and	defined	contribution	benefits	to	the	Company's	eligible	employees	and	retirees.	The Company	accounts	for	its	defined	benefit	pension,	postretirement	healthcare	and	defined	contribution	plans	in	accordance	with	ASC	715,	"Compensation—Retirement Benefits"	("ASC	715").	The	expense	recognized	by	the	Company	is	determined	using	certain	assumptions,	including	the	discount	rate,	expected	long-term	rate	of	return of	pension	assets	and	mortality	rates,	among	others.	The	Company	recognizes	the	funded	status	of	its	defined	benefit	plans	(other	than	multiemployer	plans)	as	an	asset or	liability	in	the	Balance	Sheets	and	recognizes	changes	in	the	funded	status	in	the	year	in	which	the	changes	occur	through	Accumulated	other	comprehensive	loss	in the	Balance	Sheets.

# Fair	Value	Measurements

The	Company	has	various	financial	instruments	that	are	measured	at	fair	value	on	a	recurring	basis,	including	certain	marketable	securities	and	derivatives.	The Company	also	applies	the	provisions	of	fair	value	measurement	to	various	non-recurring	measurements	for	the	Company's	non-financial	assets	and	liabilities.	With	the exception	of	investments	measured	using	the	net	asset	value	per	share	practical	expedient	prescribed	in	ASU	2015-07,	the	Company	measures	assets	and	liabilities	in accordance	with	ASC	820,	"Fair	Value	Measurements"	("ASC	820"),	using	inputs	from	the	following	three	levels	of	the	fair	value	hierarchy:	(i)	inputs	that	are	quoted prices	in	active	markets	for	identical	assets	or	liabilities	("Level	1");	(ii)	inputs	other	than	quoted	prices	included	within	Level	1	that	are	observable,	including	quoted prices	for	similar	assets	or	liabilities	("Level	2");	and	(iii)	unobservable	inputs	that	require	the	entity	to	use	its	own	best	estimates	about	market	participant	assumptions ("Level	3").

The	Company's	assets	measured	at	fair	value	on	a	nonrecurring	basis	include	investments,	long-lived	assets,	indefinite-lived	intangible	assets	and	goodwill.	The Company	reviews	the	carrying	amounts	of	such	assets	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amounts	may	not	be	recoverable	or	at least	annually	as	of	June	30	for	indefinite-lived	intangible	assets	and	goodwill.	Any	resulting	asset	impairment	would	require	that	the	asset	be	recorded	at	its	fair	value. The	resulting	fair	value	measurements	of	the	assets	are	considered	to	be	Level	3	measurements.

# Financial	instruments	and	derivatives

The	carrying	value	of	the	Company's	financial	instruments,	including	cash	and	cash	equivalents,	approximate	fair	value.	The	Company	did	not	estimate	the	fair	value	of certain	cost	method	investments	because	it	was	not	practicable	to	do	so.	The	fair	value	of	financial	instruments	is	generally	determined	by	reference	to	market	values resulting	from	trading	on	a	national	securities	exchange	or	in	an	over-the-counter	market	which	are	considered	to	be	Level	2	measurements.	The	Company	monitors	its positions	with,	and	the	credit	quality	of,	the	financial	institutions	which	are	counterparties	to	its	financial	instruments.	The	Company	is	exposed	to	credit	loss	in	the	event of	nonperformance	by	the	counterparties	to	the	agreements.	As	of	June	30,	2017,	the	Company	did	not	anticipate	nonperformance	by	any	of	the	counterparties.

ASC	815,	"Derivatives	and	Hedging"	("ASC	815")	requires	every	derivative	instrument	(including	certain	derivative	instruments	embedded	in	other	contracts)	to	be recorded	on	the	balance	sheet	at	fair	value	as	either	an	asset	or	a	liability.	ASC	815	also	requires	that	changes	in	the	fair	value	of	recorded	derivatives	be	recognized currently	in	earnings	unless	specific	hedge	accounting	criteria	are	met.	The	Company	uses	financial	instruments	to	hedge	its	limited	exposures	to	foreign	currency exchange	risks	primarily	associated	with	payments	made	to	manufacturers	and	service	providers.	These	derivative	contracts	are	primarily	economic	hedges.	The Company	records	the	changes	in	the	fair	value	of	these	items	in	current	earnings.	The	fair	market	value	of	foreign	exchange	forward	contracts	with	foreign	currency	risk outstanding	as	of	June	30,	2017	and	June	30,	2016	was	not	material.

# Recent	Accounting	Guidance

# Adopted

In	August	2014,	the	FASB	issued	Accounting	Standards	Update	("ASU")	2014-15,	"Presentation	of	Financial	Statements—Going	Concern	(Subtopic	205-40)	("ASU 2014-15").	ASU	2014-15	is	intended	to	define	management's	responsibility	to	evaluate	whether	there	is	substantial	doubt	about	an	entity's	ability	to	continue	as	a	going concern	and	to	provide	related	footnote	disclosures.	Specifically,	ASU	2014-15	provides	a	definition	of	the	term	substantial	doubt	and	requires	an	assessment	for	a period	of	one	year	after	the	date	that	the	financial	statements	are	issued	(or	available	to	be	issued).	It	also	requires	certain	disclosures	when	substantial	doubt	is	alleviated as	a	result	of	consideration	of	management's	plans	and	requires	an	express	statement	and	other	disclosures	when	substantial	doubt	is	not	alleviated.	The	adoption	did	not have	an	impact	on	the	consolidated	financial	statements.

In	February	2015,	the	FASB	issued	ASU	2015-02,	"Consolidation	(Topic	810):	Amendments	to	the	Consolidation	Analysis"	("ASU	2015-02").	ASU	2015-02	is intended	to	address	stakeholder	concerns	regarding	the	usefulness	of	financial	statements	where	a	reporting	entity	is	required	to	consolidate	a	legal	entity	where	the reporting	entity's	contractual	rights	do	not	give	it	the	ability	to	act	primarily	on	its	own	behalf,	the	reporting	entity	does	not	hold	a	majority	of	the	legal	entity's	voting rights,	or	the	reporting	entity	is	not	exposed	to	a	majority	of	the	legal	entity's	economic	benefits	or	obligations.	The	update	amends	the	accounting	guidance	around	the consolidation	of	limited	partnerships,	the	considerations	surrounding	the	primary	beneficiary	determination	and	the	consolidation	of	certain	investment	funds.	As permitted	by	ASU	2015-02,	the	Company	early-adopted	this	standard	on	a	prospective	basis	during	the	first	quarter	of	fiscal	year	2017.	The	adoption	did	not	have	an impact	on	the	Company's	consolidated	financial	statements.

In	April	2015,	the	FASB	issued	ASU	2015-05,	"Intangibles-Goodwill	and	Other-Internal-Use	Software	(Subtopic	350-40):	Customer's	Accounting	for	Fees	Paid	in	a Cloud	Computing	Arrangement"	("ASU	2015-05").	ASU	2015-05	clarifies	guidance	about	whether	a	customer's	cloud	computing	arrangement	includes	a	software license.	If	a	cloud	computing	arrangement	includes	a	software	license,	then	the	customer	should	account	for	the	software	license	element	of	the	arrangement	consistent with	the	acquisition	of	other	software	licenses.	If	a	cloud	computing	arrangement	does	not	include	a	software	license,	the	customer	should	account	for	the	arrangement as	a	service	contract.	ASU	2015-05	was	adopted	on	a	prospective	basis	for	arrangements	entered	into,	or	materially	modified	beginning	July	1,	2016.	The	adoption	did not	have	a	material	impact	on	the	consolidated	financial	statements.

In	January	2017,	the	FASB	issued	ASU	2017-04,	"Intangibles—Goodwill	and	Other	(Topic	350):	Simplifying	the	Test	for	Goodwill	Impairment"	("ASU	2017-04"). The	amendments	in	ASU	2017-04	eliminate	Step	2	from	the	goodwill	impairment	test	and	instead	require	an	entity	to	perform	its	annual,	or	interim,	goodwill impairment	test	by	comparing	the	fair	value	of	a	reporting	unit	with	its	carrying	amount	and	to	recognize	an	impairment	charge	for	the	amount	by	which	the	carrying amount	exceeds	the	reporting	unit's	fair	value.	The	loss	recognized

should	not	exceed	the	total	amount	of	goodwill	allocated	to	that	reporting	unit.	As	permitted	by	ASU	2017-04,	the	Company	early-adopted	this	standard	and	applied	it prospectively	to	reduce	the	complexity	and	costs	of	evaluating	goodwill	for	impairment	during	the	third	quarter	of	fiscal	year	2017.

# Issued

In	May	2014,	FASB	issued	ASU	2014-09,	"Revenue	from	Contracts	with	Customers	(Topic	606)"	("ASU	2014-09").	ASU	2014-09	removes	inconsistencies	and differences	in	existing	revenue	requirements	between	GAAP	and	International	Financial	Reporting	Standards	and	requires	a	company	to	recognize	revenue	when	it transfers	promised	goods	or	services	to	customers	in	an	amount	that	reflects	the	consideration	to	which	the	company	expects	to	be	entitled	in	exchange	for	those	goods	or services.	In	August	2015,	the	FASB	issued	ASU	2015-14,	delaying	the	effective	date	for	adoption.	ASU	2014-09	is	now	effective	for	interim	and	annual	reporting periods	beginning	after	July	1,	2018,	however,	early	adoption	is	permitted.	Once	effective,	ASU	2014-09	can	be	applied	retrospectively	to	each	prior	reporting	period presented	or	retrospectively	with	the	cumulative	effect	of	initial	adoption	recognized	at	the	date	of	initial	application.

The	FASB	has	also	issued	several	standards	which	provide	additional	clarification	and	implementation	guidance	on	the	previously	issued	ASU	2014-09	and	have	the same	effective	date	as	the	original	standard.

The	Company	is	currently	evaluating	the	overall	impact	that	ASU	2014-09	will	have	on	the	Company's	consolidated	financial	statements,	as	well	as	the	expected	timing and	method	of	adoption.	The	Company	continues	to	evaluate	the	available	transition	methods	giving	consideration	to	the	comparability	of	our	financial	statements	and the	application	of	the	new	standard	to	our	contractual	arrangements.	We	plan	to	select	a	transition	method	by	the	end	of	the	calendar	year	2017.	The	Company	has established	an	implementation	team,	including	external	advisers,	and	has	commenced	the	review	of	the	Company's	revenue	portfolio	and	related	contracts	across	its various	business	units	and	geographies.	Discussions	regarding	changes	to	the	Company's	current	accounting	policies	and	practices	remain	ongoing	and	preliminary conclusions	are	subject	to	change.	Based	on	the	current	guidance,	the	new	framework	will	become	effective	on	either	a	full	or	modified	retrospective	basis	for	the Company	on	July	1,	2018.

In	January	2016,	the	FASB	issued	ASU	2016-01,	"Financial	Instruments—Overall	(Subtopic	825-10):	Recognition	and	Measurement	of	Financial	Assets	and	Financial Liabilities"	("ASU	2016-01").	The	amendments	in	ASU	2016-01	address	certain	aspects	of	recognition,	measurement,	presentation	and	disclosure	of	financial instruments.	ASU	2016-01	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	As	of	June	30,	2017,	the	Company	had	$97 million	in	available-for-sale	securities	with	net	unrealized	losses	of	$2	million.	In	accordance	with	ASU	2016-01,	the	cumulative	net	unrealized	gains	(losses)	contained within	Accumulated	other	comprehensive	loss	will	be	reclassified	through	Retained	earnings	as	of	July	1,	2018,	and	changes	in	the	fair	value	of	available-for-sale securities	will	be	recorded	in	the	Company's	Statement	of	Operations	beginning	July	1,	2018.

In	February	2016,	the	FASB	issued	ASU	2016-02,	"Leases	(Topic	842)"	("ASU	2016-02").	The	amendments	in	ASU	2016-02	address	certain	aspects	in	lease accounting,	with	the	most	significant	impact	for	lessees.	The	amendments	in	ASU	2016-02	require	lessees	to	recognize	all	leases	on	the	balance	sheet	by	recording	a right-of-use	asset	and	a	lease	liability,	and	lessor	accounting	has	been	updated	to	align	with	the	new	requirements	for	lessees.	The	new	standard	also	provides	changes	to the	existing	sale-leaseback	guidance.	ASU	2016-02	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2019.	The	Company	is currently	evaluating	the	impact	ASU	2016-02	will	have	on	its	consolidated	financial	statements.	The	Company's	operating	lease	commitments	are	presented	in	Note	15 —Commitments	and	Contingencies.

In	March	2016,	the	FASB	issued	ASU	2016-09,	"Compensation—Stock	Compensation	(Topic	718):	Improvements	to	Employee	Share-Based	Payment	Accounting" ("ASU	2016-09").	The	amendments	in	ASU	2016-09	address	several	aspects	of	the	accounting	for	share-based	payment	transactions,	including	the	income	tax consequences,	classification	of	awards	as	either	equity	or	liabilities,	and	classification	on	the	statement	of	cash	flows.	ASU	2016-09	is	effective	for	the	Company	for annual	and	interim	reporting	periods	beginning	July	1,	2017.	The	Company	does	not	expect	the	adoption	of	ASU	2016-09	to	have	a	significant	impact	on	its consolidated	financial	statements.

In	June	2016,	the	FASB	issued	ASU	2016-13,	"Financial	Instruments—Credit	Losses	(Topic	326):	Measurement	of	Credit	Losses	on	Financial	Instruments"	("ASU 2016-13").	The	amendments	in	ASU	2016-13	require	a	financial	asset	(or	a	group	of	financial	assets)	measured	at	amortized	cost	basis	to	be	presented	at	the	net	amount expected	to	be	collected.	ASU	2016-13	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2020.	The	Company	is	currently evaluating	the	impact	ASU	2016-13	will	have	on	its	consolidated	financial	statements.

In	August	2016,	the	FASB	issued	ASU	2016-15,	"Statement	of	Cash	Flows	(Topic	230):	Classification	of	Certain	Cash	Receipts	and	Cash	Payments	(a	consensus	of	the Emerging	Issues	Task	Force)"	("ASU	2016-15").	The	amendments	in	ASU	2016-15	address	eight	specific	cash	flow	issues	with	the	objective	of	reducing	the	existing diversity	in	practice	in	how	certain	cash	receipts	and	cash	payments	are	presented	and	classified	in	the	statement	of	cash	flows	under	Topic	230,	Statement	of	Cash Flows,	and	other	Topics.	ASU	2016-15	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	does	not	expect	the adoption	of	ASU	2016-15	to	have	a	significant	impact	on	its	consolidated	financial	statements.

In	October	2016,	the	FASB	issued	ASU	2016-16,	"Income	Taxes	(Topic	740):	Intra-Entity	Transfers	of	Assets	Other	Than	Inventory"	("ASU	2016-16").	The amendments	in	ASU	2016-16	require	an	entity	to	recognize	the	income	tax	consequences	of	an	intra-entity	transfer	of	an	asset	other	than	inventory	when	the	transfer occurs.	The	amendments	in	ASU	2016-16	eliminate	the	exception	for	an	intra-entity	transfer	of	an	asset	other	than	inventory.	ASU	2016-16	is	effective	for	the	Company for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	does	not	expect	the	adoption	of	ASU	2016-16	to	have	a	material	impact	on	its consolidated	financial	statements.

In	October	2016,	the	FASB	issued	ASU	2016-17,	"Consolidation	(Topic	810):	Interests	Held	through	Related	Parties	That	Are	under	Common	Control"	("ASU	2016- 17").	The	amendments	in	ASU	2016-17	require	that	if	a	reporting	entity	satisfies	the	first	condition	of	a	primary	beneficiary	in	a	VIE,	a	reporting	entity	should	include all	of	its	direct	variable	interests	in	a	VIE	and,	on	a	proportionate	basis,	its	indirect	variable	interests	in	a	VIE	held	through	related	parties,	including	related	parties	that are	under	common	control	with	the	reporting	entity,	when	assessing	whether	it	satisfies	the	second	characteristic	of	a	primary	beneficiary	If,	after	performing	that assessment,	a	reporting	entity	that	is	the	single	decision	maker	of	a	VIE	concludes	that	it	does	not	have	the	characteristics	of	a	primary	beneficiary,	the	amendments continue	to	require	that	reporting	entity	to	evaluate	whether	it	and	one	or	more	of	its	related	parties	under	common	control,	as	a	group,	have	the	characteristics	of	a primary	beneficiary.	If	the	single	decision	maker	and	its	related	parties	that	are	under	common	control,	as	a	group,	have	the	characteristics	of	a	primary	beneficiary,	then the	party	within	the	related	party	group	that	is	most	closely	associated	with	the	VIE	is	the	primary	beneficiary.	ASU	2016-17	is	effective	for	the	Company	for	annual and	interim	reporting	periods	beginning	July	1,	2017.	The	Company	is	currently	evaluating	the	impact	ASU	2016-17	will	have	on	its	consolidated	financial	statements.

require	that	a	statement	of	cash	flows	explain	the	change	during	the	period	in	the	total	of	cash,	cash	equivalents,	and	amounts	generally	described	as	restricted	cash	or restricted	cash	equivalents.	Therefore,	amounts	generally	described	as	restricted	cash	and	restricted	cash	equivalents	should	be	included	with	cash	and	cash	equivalents when	reconciling	the	beginning-of-period	and	end-of-period	total	amounts	shown	on	the	statement	of	cash	flows.	ASU	2016-18	is	effective	for	the	Company	for	annual and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	is	currently	evaluating	the	impact	ASU	2016-18	will	have	on	its	consolidated	financial	statements.

In	January	2017,	the	FASB	issued	ASU	2017-01,	"Business	Combinations	(Topic	805):	Clarifying	the	Definition	of	a	Business"	("ASU	2017-01").	The	amendments	in ASU	2017-01	provide	a	screen	to	determine	when	a	set	of	assets	and	activities	is	not	a	business.	Under	the	screen,	when	substantially	all	of	the	fair	value	of	the	gross assets	acquired	(or	disposed	of)	is	concentrated	in	a	single	identifiable	asset	or	a	group	of	similar	identifiable	assets,	the	set	is	not	a	business.	ASU	2017-01	is	effective for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	is	currently	evaluating	the	impact	ASU	2017-01	will	have	on	its consolidated	financial	statements.

In	March	2017,	the	FASB	issued	ASU	2017-07,	"Compensation—Retirement	Benefits	(Topic	715):	Improving	the	Presentation	of	Net	Periodic	Pension	Cost	and	Net Periodic	Postretirement	Benefit	Cost"	("ASU	2017-07").	The	amendments	in	ASU	2017-07	require	that	an	employer	report	the	service	cost	component	in	the	same	line item	or	items	as	other	compensation	costs	arising	from	services	rendered	by	the	pertinent	employees	during	the	period.	The	other	components	of	net	benefit	cost	as defined	in	paragraphs	715-30-35-4	and	715-60-35-9	are	required	to	be	presented	in	the	income	statement	separately	from	the	service	cost	component	and	outside	a subtotal	of	income	from	operations,	if	one	is	presented.	If	a	separate	line	item	or	items	are	used	to	present	the	other	components	of	net	benefit	cost,	that	line	item	or	items must	be	appropriately	described.	If	a	separate	line	item	or	items	are	not	used,	the	line	item	or	items	used	in	the	income	statement	to	present	the	other	components	of	net benefit	cost	must	be	disclosed.	ASU	2017-07	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	is	currently evaluating	the	impact	ASU	2017-07	will	have	on	its	consolidated	financial	statements.

In	May	2017,	the	FASB	issued	ASU	2017-09,	"Compensation—Stock	Compensation	(Topic	718):	Scope	of	Modification	Accounting"	("ASU	2017-09").	The amendments	in	ASU	2017-09	provide	guidance	about	which	changes	to	the	terms	or	conditions	of	a	share-based	payment	award	require	an	entity	to	apply	modification accounting	in	Topic	718.	ASU	2017-09	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	Early	adoption	of	ASU	2017-09	is permitted,	including	adoption	in	any	interim	period,	and	the	standard	should	be	applied	prospectively	to	an	award	modified	on	or	after	the	adoption	date.	The	Company does	not	expect	the	adoption	of	ASU	2017-09	to	have	a	significant	impact	on	its	consolidated	financial	statements.

# NOTE	3.	ACQUISITIONS,	DISPOSALS	AND	OTHER	TRANSACTIONS

# Wireless	Group	plc

In	September	2016,	the	Company	completed	its	acquisition	of	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	continues	to	closely	align	Wireless	Group's	operations	with	those	of	The	Sun	and	The	Times.	The	Company	utilized	the restricted	cash

which	was	specifically	set	aside	at	June	30,	2016	for	purposes	of	funding	the	acquisition	and	therefore	the	Company	had	no	restricted	cash	as	of	June	30,	2017.

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):

The	acquired	intangible	assets	primarily	relate	to	broadcast	licenses,	which	have	a	fair	value	of	approximately	$185	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	relationships	are	being	amortized	over	a	weighted-average	useful	life	of	approximately	6	years.	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

# REA	Group	European	Business

In	December	2016,	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	gain	of	$107	million	for	the	fiscal	year	ended	June	30,	2017.	The	sale	allows	REA	Group	to	focus	on	its	core	businesses	in	Australia and	Asia.

# 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	News and	Information	Services	segment.

# Unruly	Holdings	Limited

On	September	30,	2015,	the	Company	acquired	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	ASC	350,	$43	million	of	the	purchase	price	was	allocated	to	acquired	technology	with	a	weighted- average	useful	life	of	7	years,	$21	million	was	allocated	to	customer	relationships	and	tradenames	with	a	weighted-average	useful	life	of	6	years	and	$68	million	was 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	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	six	years	following	the	closing	at	fair	value.	DIAKRIT	is	a leader	in	3D	visualization	products,	digital	sales	applications	and	professional	services	for	the	real	estate	industry.	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%	interest	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").	(See	Note	9—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"	("ASC	805"),	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<br>Deferred	consideration | $340<br>76 |
| :--- | :--- |
| Total\tconsideration | \t 416 |
| Fair\tvalue\tof\tpreviously\theld\tiProperty\tinvestment | \t 120 |
| Total\tfair\tvalue | $536 |

Under	the	acquisition	method	of	accounting,	the	total	consideration	was	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):

The	acquired	intangible	assets	primarily	relate	to	tradenames	which	have	an	indefinite	life.

# Flatmates.com.au	Pty	Ltd

# Harlequin	Enterprises	Limited

In	August	2014,	the	Company	acquired	Harlequin	Enterprises	Limited	("Harlequin")	from	Torstar	Corporation	for	$414	million	in	cash,	net	of	$19	million	of	cash acquired.	Harlequin	is	a	leading	publisher	of	women's	fiction	and	extends	HarperCollins'	global	platform,	particularly	in	Europe	and	Asia	Pacific.	Harlequin	is	a subsidiary	of	HarperCollins,	and	its	results	are	included	within	the	Book	Publishing	segment.	As	a	result	of	the	acquisition,	the	Company	recorded	net	tangible	assets	of approximately	$115	million,	primarily	consisting	of	accounts	receivable,	accounts	payable,	author	advances,	property,	plant	and	equipment	and	inventory,	at	their estimated	fair	values	at	the	date	of	acquisition.	In	addition,	the	Company	recorded	approximately	$165	million	of	intangible	assets,	comprised	of	approximately	$105 million	of	imprints	which	have	an	indefinite	life	and	$60	million	related	to	finite	lived	intangible	assets	with	a	weighted	average	life	of	approximately	5	years,	and recorded	an	associated	deferred	tax	liability	of	approximately	$35	million.	In	accordance	with	ASC	350,	the	excess	of	the	purchase	price	over	the	fair	values	of	the	net tangible	and	intangible	assets	of	approximately	$185	million	was	recorded	as	goodwill	on	the	transaction.

# Move,	Inc.

In	November	2014,	the	Company	acquired	all	of	the	outstanding	shares	of	Move	for	$21.00	per	share	in	cash.	Move	is	a	leading	provider	of	online	real	estate	services, and	the	acquisition	expanded	the	Company's	digital	real	estate	services	business	into	the	U.S.,	one	of	the	largest	real	estate	markets.	Move	primarily	operates realtor.com ®,	a	premier	real	estate	information	and	services	marketplace.	Move	also	offers	a	number	of	professional	software	and	services	products,	including	Top Producer ®,	FiveStreet ®	and	ListHub .	Move's	results	of	operations	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. TM

The	aggregate	cash	payment	at	closing	to	acquire	the	outstanding	shares	of	Move	was	approximately	$864	million,	which	was	funded	with	cash	on	hand.	The	Company also	assumed	outstanding	Move	equity-based	compensation	awards	with	a	fair	value	of	$67	million,	consisting	of	vested	and	unvested	stock	options,	restricted	stock units	("RSUs")	and	restricted	stock	awards.	Of	the	total	fair	value	of	the	assumed	equity-based	compensation	awards,	$28	million	was	allocated	to	pre-combination services	and	included	in	total	consideration	transferred	and	$39	million	was	allocated	to	future	services	and	was	expensed	over	the	weighted	average	remaining	service period	of	2.5	years.	(See	Note	12—	Equity	Based	Compensation).	In	addition,	following	the	acquisition,	the	Company	utilized	approximately	$129	million	of	cash	to settle	all	of	Move's	outstanding	indebtedness	that	was	assumed	as	part	of	the	transaction.	The	total	transaction	value	for	the	Move	acquisition	is	set	forth	below	(in millions):

REA	Group	acquired	a	20%	interest	in	Move	upon	closing	of	the	transaction.	In	connection	with	the	acquisition,	the	Company	granted	REA	Group	a	put	option	to require	the	Company	to	purchase	REA	Group's	interest	in	Move,	which	can	be	exercised	at	any	time	beginning	two	years	from	the	date	of	acquisition	at	fair	value.

Under	the	acquisition	method	of	accounting,	the	total	consideration	transferred	was	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	transferred	over	the	fair	value	of	the	net	tangible	and	intangible	assets	acquired	was	recorded	as	goodwill.	The	allocation	is	as	follows	(in	millions):

customer	relationships,	other	tradenames	and	certain	multiple	listing	service	agreements	with	an	aggregate	fair	value	of	approximately	$100	million,	which	are	being

that	has	a	fair	value	of	approximately	$39	million,	which	is	being	amortized	over	4	years.	The	acquired	technology	has	been	recorded	in	Property,	Plant	and	Equipment, net	in	the	Consolidated	Balance	Sheets	as	of	the	date	of	acquisition.

Move	had	U.S.	federal	net	operating	loss	carryforwards	("NOLs")	of	$947	million	($332	million	tax-effected)	at	the	date	of	acquisition.	The	NOLs	are	subject	to limitations	as	promulgated	under	Section	382	of	the	Internal	Revenue	Code	of	1986,	as	amended	(the	"Code").	Section	382	of	the	Code	limits	the	amount	of	acquired NOLs	that	we	can	use	on	an	annual	basis	to	offset	future	U.S.	consolidated	taxable	income.	Valuation	allowances	and	unrecognized	tax	benefits	were	recorded	against these	NOLs	in	the	amount	of	$484	million	($170	million	tax-effected)	as	part	of	the	purchase	price	allocation.	Accordingly,	the	Company	expected	approximately	$463 million	of	NOLs	could	be	utilized,	and	recorded	a	net	deferred	tax	asset	of	$162	million	as	part	of	the	purchase	price	allocation.	As	a	result	of	management's	plan	to dispose	of	its	digital	education	business,	the	Company	increased	its	estimated	utilization	of	Move's	NOLs	by	$167	million	($58	million	tax-effected)	and	released valuation	allowances	equal	to	that	amount.	Upon	filing	its	fiscal	2015	federal	income	tax	return,	the	Company	reduced	Move's	NOLs	by	$298	million	which	represents the	amount	expected	to	expire	unutilized	due	to	the	Section	382	limitation	discussed	above.	As	of	June	30,	2016,	the	remaining	Move	NOLs	expected	to	be	utilized	are $573	million	($201	million	tax-effected).	The	utilization	of	these	NOLs	is	dependent	on	generating	sufficient	U.S.	taxable	income	prior	to	expiration	which	begins	in varying	amounts	starting	in	2021.	The	deferred	tax	assets	established	for	Move's	NOLs,	net	of	valuation	allowance	and	unrecognized	tax	benefits,	are	included	in	Non- current	deferred	tax	assets	on	the	Balance	Sheets.

# NOTE	4.	DISCONTINUED	OPERATIONS

During	the	first	quarter	of	fiscal	2016,	management	approved	a	plan	to	dispose	of	the	Company's	digital	education	business.	As	a	result	of	the	plan	and	the discontinuation	of	further	significant	business	activities	in	the	Digital	Education	segment,	the	assets	and	liabilities	of	this	segment	were	classified	as	held	for	sale	and	the results	of	operations	have	been	classified	as	discontinued	operations	for	all	periods	presented	in	accordance	with	ASC	205-20,	"Discontinued	Operations."

In	the	first	quarter	of	fiscal	2016,	the	Company	recognized	a	pre-tax	non-cash	impairment	charge	of	$76	million	reflecting	a	write	down	of	the	digital	education	business to	its	fair	value	less	costs	to	sell.	The	Company	completed	the	sale	of	the	Amplify	Insight	and	Amplify	Learning	businesses	on	September	30,	2015	and	incurred approximately	$17	million	in	severance	and	lease	termination	costs	in	conjunction	with	the	sale.	These	amounts	are	included	in	Loss	before	income	tax	benefit	in	the table	below	for	the	fiscal	year	ended	June	30,	2016.	Additionally,	during	the	first	quarter	of	fiscal	2016,	the	Company	recognized	a	tax	benefit	of	$144	million	upon reclassification	of	the	Digital	Education	segment	to	discontinued	operations.	This	amount	is	included	in	Income	tax	benefit	in	the	table	below	for	the	fiscal	year	ended June	30,	2016.

During	the	fourth	quarter	of	fiscal	2015,	as	part	of	the	Company's	long-range	planning	process,	the	Company	changed	its	strategy	and	related	outlook	with	respect	to	the Amplify	reporting	unit	which	resulted	in	a	reduction	in	expected	future	cash	flows	for	the	business.	As	a	result,	the	Company	determined	that	the	fair	value	of	this reporting	unit	declined	below	its	carrying	value	and	recorded	a	non-cash	impairment	charge	of	$371	million,	with	no	associated	tax	impact,	in	the	fiscal	year	ended June	30,	2015.	The	charge	primarily	consisted	of	a	write-down	of	the	Company's	goodwill	of	$325	million	and	a	write-down	of	capitalized	software	development	costs of	$45	million.	Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	discount	rates	(ranging	from	12%-45%)	and	long-term	growth rates	(ranging	from	0%-4%).	The	impairment	charges	are	included	in	Loss	before	income	tax	benefit	in	the	table	below	for	the	fiscal	year	ended	June	30,	2015.

The	following	table	summarizes	the	results	of	operations	from	the	discontinued	segment:

|  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t2017 | \t\t2016 | \t\t2015 |
|  |  | (in\tmillions) |  |
| Revenues | $\t— | $27 | $109 |
| Loss\tbefore\tincome\ttax\tbenefit | — | (159) | (496) |
| Income\ttax\tbenefit | — | 174 | 51 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax | $\t— | $15 | $(445) |

Liabilities	held	for	sale	related	to	discontinued	operations	as	of	June	30,	2016	are	included	in	Other	current	liabilities	in	the	Balance	Sheets	as	follows:

|  | As	of<br>June	30,<br>2017 | As	of<br>June	30,<br>2016 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Current\tassets | $\t— | $1 |
| Non-current\tassets | — | — |
| Total\tassets | $— | $1 |
| Current\tliabilities | — | 7 |
| Non-current\tliabilities | — | — |
| Total\tliabilities | $— | $7 |
| Net\tliabilities\theld\tfor\tsale | $— | $(6) |

# NOTE	5.	RESTRUCTURING	PROGRAMS

The	Company	recorded	restructuring	charges	of	$142	million,	$89	million	and	$84	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively,	of which	$133	million,	$79	million	and	$75	million	related	to	the	News	and	Information	Services	segment,	respectively.	The	restructuring	charges	recorded	in	fiscal	2017, 2016	and	2015	were	primarily	for	employee	termination	benefits.

In	connection	with	a	reorganization	at	Dow	Jones,	the	Company	incurred	$38	million	of	restructuring	expense	in	the	fiscal	year	ended	June	30,	2017	which	is	included in	the	restructuring	charges	discussed	above.

Changes	in	the	restructuring	program	liabilities	were	as	follows:

|  | One-time<br>employee<br>termination<br>benefits | Facility<br>related<br>costs | Other<br>costs | Total |
| :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |  |
| Balance,\tJune\t30,\t2014 | $21 | $7 | $\t— | $28 |
| Additions | 74 | 1 | 9 | 84 |
| Payments | (46) | (3) | (3) | (52) |
| Other | (2) | — | \t — | (2) |
| Balance,\tJune\t30,\t2015 | $47 | $5 | $6 | $58 |
| Additions | 86 | 1 | 2 | 89 |
| Payments | (95) | (1) | \t — | (96) |
| Other | (5) | — | (2) | (7) |
| Balance,\tJune\t30,\t2016 | $33 | $5 | $6 | $44 |
| Additions | 137 | — | 5 | 142 |
| Payments | (135) | (1) | (1) | (137) |
| Other | (2) | 2 | \t — | \t — |
| Balance,\tJune\t30,\t2017 | $33 | $6 | $10 | $49 |

As	of	June	30,	2017,	restructuring	liabilities	of	approximately	$35	million	were	included	in	the	Balance	Sheet	in	Other	current	liabilities	and	$14	million	were	included in	Other	non-current	liabilities.

# NOTE	6.	INVESTMENTS

The	Company's	investments	were	comprised	of	the	following:

|  | as	of	June	30,<br>2017 | 2017 | 2016 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Equity\tmethod\tinvestments: |  |  |  |
| Foxtel^(a) | 50% | $1,208 | $1,437 |
| Other\tequity\tmethod\tinvestments^(b) | various | 133 | 101 |
| Loan\treceivable\tfrom\tFoxtel^(c) | N/A | 370 | 338 |
| Available-for-sale\tsecurities^(d) | various | 97 | 189 |
| Cost\tmethod\tinvestments^(e) | various | 219 | 205 |
| Total\tInvestments |  | $2,027 | $2,270 |

During	the	second	quarter	of	fiscal	2017,	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	method	were	EBITDA	multiples from	guideline	public	companies	operating	in	similar	industries	and	a	control	premium	of	10%.	Any	significant	shortfall	of	the	expected	future	cash	flows	of,	or changes	in	market	conditions	for,	Foxtel	could	result	in	additional	write	downs	for	which	non-cash	charges	would	be	required. (a)

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	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.

In	January	2017,	REA	Group	acquired	an	approximate	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	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 interest	in	Elara	decreased	to	approximately	23%. (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$481	million	($370	million)	and	A$451	million	($338	million)	as	of	June	30,	2017	and	June	30,	2016,	respectively. During	the	three	months	ended	June	30,	2017,	the	Company	capitalized	a	portion	of	the	interest	due	from	Foxtel	which	is	included	in	the	carrying	value	of	the note (c)

receivable	as	of	June	30,	2017.	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.	Foxtel	paid	interest	at	a	rate	of	10.5%	for	fiscal	2016.	Upon	maturity,	the	principal	advanced	will	be	repayable.

Available-for-sale	securities	primarily	include	the	Company's	investment	in	HT&E.	During	fiscal	2016,	the	Company	participated	in	an	entitlement	offer	to maintain	its	14.99%	interest	in	HT&E	for	$20	million.	During	the	second	quarter	of	fiscal	2017,	the	Company	participated	in	an	entitlement	offer	for	$21	million and	its	interest	was	diluted	from	14.99%	to	13.23%.	During	the	fourth	quarter	of	fiscal	2017,	the	Company's	interest	increased	from	13.23%	to	13.40%	as	a	result of	dividend	reinvestment.	HT&E	operates	a	portfolio	of	Australian	radio	and	outdoor	media	assets. (d)

Cost	method	investments	primarily	include	the	Company's	investment	in	SEEKAsia	Limited	and	certain	investments	in	China. (e)

The	Company	measures	the	fair	market	values	of	available-for-sale	investments	as	Level	1	financial	instruments	under	ASC	820	as	such	investments	have	quoted	prices in	active	markets.	The	cost	basis,	unrealized	gains,	unrealized	losses	and	fair	market	value	of	available-for-sale	investments	are	set	forth	below:

|  | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
|  | (in\tmillions) |  |
| Cost\tbasis\tof\tavailable-for-sale\tinvestments | $99 | $155 |
| Accumulated\tgross\tunrealized\tgain | \t — | 34 |
| Accumulated\tgross\tunrealized\t(loss) | (2) | \t — |
| Fair\tvalue\tof\tavailable-for-sale\tinvestments | $97 | $189 |
| Net\tdeferred\ttax\t(asset)\tliability | $(1) | $13 |

# Equity	(Losses)	Earnings	of	Affiliates

The	Company's	share	of	the	(losses)	earnings	of	its	equity	affiliates	was	as	follows:

|  |  | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2017 | \t\t\t\t2016 | \t\t\t\t2015 |
|  |  | (in\tmillions) |  |
| Foxtel^(a) | $(265) | $38 | $59 |
| Other\tequity\taffiliates,\tnet^(b) | (30) | (8) | (1) |
| Total\tEquity\t(losses)\tearnings\tof\taffiliates | $(295) | $30 | $58 |

During	the	second	quarter	of	fiscal	2017,	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	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2017.	Refer	to	the discussion	above	for	further	details. (a)

Additionally,	in	accordance	with	ASC	350,	the	Company	amortized	$68	million,	$52	million	and	$57	million	related	to	excess	cost	over	the	Company's proportionate	share	of	its	investment's	underlying	net	assets	allocated	to	finite-lived	intangible	assets	during	the	fiscal	years	ended	June	30,	2017,	2016	and	2015, respectively.	Such	amortization	is	reflected	in	Equity	(losses)	earnings	of	affiliates	in	the	Statements	of	Operations.

Other	equity	affiliates,	net	for	the	fiscal	year	ended	June	30,	2017	includes	losses	primarily	from	the	Company's	interest	in	Elara.	Additionally,	during	the	fourth quarter	of	fiscal	2017,	the	Company	recognized	impairments	of	$9	million	on	certain	other	equity	method	investments.	The	impairments	are	reflected	in	Equity (losses)	earnings	of	affiliates	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2017.

# Impairments	of	Other	Investments

The	Company	regularly	reviews	its	investments	for	impairments	based	on	criteria	that	include	the	extent	to	which	the	investment's	carrying	value	exceeds	its	related market	value,	the	duration	of	the	market	decline,	the	Company's	ability	to	hold	its	investment	until	recovery	and	the	investment's	financial	strength	and	specific prospects.	The	Company	recorded	write-offs	and	impairments	of	certain	available-for-sale	securities	and	cost	method	investments	in	the	fiscal	years	ended	June	30, 2017,	2016	and	2015	of	$21	million,	$21	million	and	$5	million,	respectively.	These	write-offs	and	impairments	were	reflected	in	Other,	net	in	the	Statements	of Operations	and	were	taken	either	as	a	result	of	the	deteriorating	financial	position	of	the	investee	or	due	to	an	other-than-temporary	impairment	resulting	from	sustained losses	and	limited	prospects	for	recovery.	In	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	write-offs	and	impairments	of	$21	million,	$17	million	and	nil, respectively,	were	reclassified	out	of	accumulated	other	comprehensive	loss	and	included	in	Other,	net	in	the	Statement	of	Operations.

# Summarized	Financial	Information

Summarized	financial	information	for	Foxtel,	presented	in	accordance	with	U.S.	GAAP,	was	as	follows:

|  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2017 | \t\t\t\t2016 | \t\t\t\t2015 |
|  |  | (in\tmillions) |  |
| Revenues | $2,411 | $2,379 | $2,658 |
| Operating\tincome^(a) | 353 | 373 | 441 |
| Net\tincome | 59 | 180 | 232 |

Includes	Depreciation	and	amortization	of	$215	million,	$231	million	and	$319	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively. Operating	income	before	depreciation	and	amortization	was	$568	million,	$604	million,	and	$760	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and 2015,	respectively. (a)

|  | As	of	June	30,<br>2017 | 2016 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Current\tassets | $642 | $605 |
| Non-current\tassets | \t 2,517 | \t 2,470 |
| Current\tliabilities | 758 | 764 |
| Non-current\tliabilities | \t 2,557 | \t 2,534 |

# NOTE	7.	PROPERTY,	PLANT	AND	EQUIPMENT

|  | Useful | As	of	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | Lives | 2017 | 2016 |
|  |  | (in\tmillions) |  |
| Land |  | $153 | $153 |
| Buildings\tand\tleaseholds | 3\tto\t50\tyears | 1,733 | 1,793 |
| Machinery\tand\tequipment^(a) | 3\tto\t40\tyears | 2,985 | 2,872 |
|  |  | 4,871 | 4,818 |
| Less:\taccumulated\tdepreciation\tand\tamortization^(b) |  | (3,339) | (2,524) |
|  |  | 1,532 | 2,294 |
| Construction\tin\tprogress |  | 92 | 111 |
| Total\tProperty,\tplant\tand\tequipment,\tnet |  | $1,624 | $2,405 |

Includes	capitalized	software	of	approximately	$997	million	and	$950	million	as	of	June	30,	2017	and	2016,	respectively. (a)

Includes	accumulated	amortization	of	capitalized	software	of	approximately	$691	million	and	$498	million	as	of	June	30,	2017	and	2016,	respectively. (b)

Depreciation	and	amortization	related	to	property,	plant	and	equipment	was	$358	million,	$415	million,	and	$407	million	for	the	fiscal	years	ended	June	30,	2017,	2016 and	2015,	respectively.	This	includes	amortization	of	capitalized	software	of	$168	million,	$194	million	and	$169	million	for	the	fiscal	years	ended	June	30,	2017,	2016 and	2015,	respectively.

Total	operating	lease	expense	was	approximately	$156	million,	$164	million	and	$195	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively.

# Fixed	Asset	Impairment

During	the	fiscal	year	ended	June	30,	2017,	the	Company	recognized	total	fixed	asset	impairment	charges	of	$679	million,	primarily	at	News	UK	and	News	Corp Australia.

# NOTE	8.	GOODWILL	AND	OTHER	INTANGIBLE	ASSETS

The	carrying	values	of	the	Company's	intangible	assets	and	related	accumulated	amortization	for	the	fiscal	years	ended	June	30,	2017	and	June	30,	2016	were	as follows:

| Newspaper	mastheads | $299 | $307 |
| :--- | :--- | :--- |
| Distribution\tnetworks | 390 | 391 |
| Imprints | 237 | 245 |
| Radio\tbroadcast\tlicenses | 185 | — |
| Trademarks\tand\ttradenames | 179 | 191 |
| Total\tintangible\tassets\tnot\tsubject\tto\tamortization | \t 1,290 | \t 1,134 |
| Intangible\tAssets\tSubject\tto\tAmortization |  |  |
| Channel\tdistribution\tagreements^(a) | 335 | 342 |
| Publishing\trights^(b) | 329 | 365 |
| Customer\trelationships^(c) | 310 | 336 |
| Other^(d) | 17 | 30 |
| Total\tintangible\tassets\tsubject\tto\tamortization,\tnet | 991 | \t 1,073 |
| Total\tIntangible\tassets,\tnet | $2,281 | $2,207 |

Net	of	accumulated	amortization	of	$76	million	and	$58	million	as	of	June	30,	2017	and	2016,	respectively.	The	average	useful	life	of	the	channel	distribution agreements	is	25	years	primarily	based	on	the	period	that	a	majority	of	the	future	cash	flows	from	these	intangible	assets	will	be	generated. (a)

Net	of	accumulated	amortization	of	$181	million	and	$150	million	as	of	June	30,	2017	and	2016,	respectively.	The	useful	lives	of	publishing	rights	range	from	4 to	30	years	primarily	based	on	the	weighted-average	remaining	contractual	terms	of	the	underlying	publishing	contracts	and	the	Company's	estimates	of	the period	within	those	terms	that	the	asset	is	expected	to	generate	a	majority	of	its	future	cash	flows. (b)

Net	of	accumulated	amortization	of	$399	million	and	$363	million	as	of	June	30,	2017	and	2016,	respectively.	The	useful	lives	of	customer	relationships	range from	2	to	25	years.	The	useful	lives	of	these	assets	are	estimated	by	applying	historical	attrition	rates	and	determining	the	resulting	period	over	which	a	majority of	the	accumulated	undiscounted	cash	flows	related	to	the	customer	relationships	are	expected	to	be	generated. (c)

Net	of	accumulated	amortization	of	$83	million	and	$69	million	as	of	June	30,	2017	and	2016,	respectively.	The	useful	lives	of	other	intangible	assets	range	from 2	to	15	years.	The	useful	lives	represent	the	periods	over	which	these	intangible	assets	are	expected	to	contribute	directly	or	indirectly	to	the	Company's	future cash	flows. (d)

During	the	fiscal	year	ended	June	30,	2017,	the	Company	recognized	impairment	charges	of	$58	million	related	to	trademarks	and	tradenames.

Amortization	expense	related	to	amortizable	intangible	assets	was	$91	million,	$91	million	and	$90	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015, respectively.

Based	on	the	current	amount	of	amortizable	intangible	assets,	the	estimated	amortization	expense	for	each	of	the	succeeding	five	fiscal	years	is	as	follows:	2018—$88 million;	2019—$75	million;	2020—$67	million;	2021—	$62	million;	and	2022—$57	million.

The	changes	in	the	carrying	value	of	goodwill,	by	segment,	are	as	follows:

|  | News	and<br>Information<br>Services | Book<br>Publishing | Digital	Real<br>Estate<br>Services | Cable	Network<br>Programming | Other | Total<br>Goodwill |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) |  |  |  |
| Balance,\tJune\t30,\t2015 | $1,696 | $241 | $636 | $486 | $4 | $ 3,063 |
| Acquisitions | 80 | 31 | 545 | — | \t — | 656 |
| Foreign\tcurrency\tmovements | (11) | (12) | 28 | (10) | \t — | (5) |
| Balance,\tJune\t30,\t2016 | $1,765 | $260 | $1,209 | $476 | $4 | $ 3,714 |
| Acquisitions | 136 | 10 | 2 | 11 | \t — | 159 |
| Impairments^(a) | (20) | — | (24) | — | (4) | (48) |
| Dispositions^(b) | — | — | (20) | — | \t — | (20) |
| Foreign\tcurrency\tmovements | 3 | 1 | 16 | 13 | \t — | 33 |
| Balance,\tJune\t30,\t2017 | $1,884 | $271 | $1,183 | $500 | $\t— | $ 3,838 |

In	the	News	and	Information	Services	segment,	the	write-down	of	goodwill	primarily	relates	to	a	reporting	unit	in	the	U.K..	In	the	Digital	Real	Estate	Services segment,	the	write-down	of	goodwill	relates	to	the	Company's	DIAKRIT	reporting	unit. (a)

Relates	to	REA	Group's	sale	of	its	European	business. (b)

The	carrying	amount	of	goodwill	as	of	June	30,	2017	reflected	accumulated	impairments,	principally	relating	to	the	News	and	Information	Services	segment,	of $3.5	billion.

# Annual	Impairment	Assessments

In	accordance	with	ASC	350,	the	Company's	goodwill	and	indefinite-lived	intangible	assets	are	tested	annually	in	the	fourth	quarter	for	impairment	or	earlier	if	events	or circumstances	change	that	would	more	likely	than	not	reduce	the	fair	value	of	the	reporting	unit	below	its	carrying	amount.	(See	Note	2—Summary	of	Significant Accounting	Policies).

The	performance	of	the	Company's	annual	impairment	analysis	resulted	in	impairments	of	$88	million	of	goodwill	and	indefinite-lived	intangible	assets	in	fiscal	2017. Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	discount	rates	(ranging	from	9.0%-25.0%),	long-term	growth	rates	(ranging	from 0.0%-3.3%)	and	royalty	rates	(ranging	from	0.5%-7.5%).	Significant	unobservable	inputs	utilized	in	the	market	approach	valuation	method	were	EBITDA	multiples from	guideline	public	companies	operating	in	similar	industries	and	control	premiums	(ranging	from	10%-15%).	Significant	increases	(decreases)	in	royalty	rates, growth	rates,	control	premiums	and	multiples,	assuming	no	change	in	discount	rates,	would	result	in	a	significantly	higher	(lower)	fair	value	measurement.	Significant decreases	(increases)	in	discount	rates,	assuming	no	changes	in	royalty	rates,	growth	rates,	control	premiums	and	multiples,	would	result	in	a	significantly	higher	(lower) fair	value	measurement.

The	performance	of	the	Company's	annual	impairment	analysis	did	not	result	in	any	impairments	of	goodwill	in	fiscal	2016.	Significant	unobservable	inputs	utilized	in the	income	approach	valuation	method	were	discount	rates	(ranging	from	9%-14.5%),	long-term	growth	rates	(ranging	from	0%-3.5%)	and	royalty	rates	(ranging	from 0.5%-3.4%).	Significant	unobservable	inputs	utilized	in	the	market	approach	valuation	method	were	EBITDA

multiples	from	guideline	public	companies	operating	in	similar	industries	and	control	premiums	(ranging	from	10%-15%).	Significant	increases	(decreases)	in	royalty rates,	growth	rates,	control	premiums	and	multiples,	assuming	no	change	in	discount	rates,	would	result	in	a	significantly	higher	(lower)	fair	value	measurement. Significant	decreases	(increases)	in	discount	rates,	assuming	no	changes	in	royalty	rates,	growth	rates,	control	premiums	and	multiples,	would	result	in	a	significantly higher	(lower)	fair	value	measurement.

The	performance	of	the	Company's	annual	impairment	analysis	did	not	result	in	any	impairments	of	goodwill	in	fiscal	2015.	Significant	unobservable	inputs	utilized	in the	income	approach	valuation	method	were	discount	rates	(ranging	from	9%-14%),	long-term	growth	rates	(ranging	from	0%-3%)	and	royalty	rates	(ranging	from 0.5%-3.3%).	Significant	unobservable	inputs	utilized	in	the	market	approach	valuation	method	were	EBITDA	multiples	from	guideline	public	companies	operating	in similar	industries	and	control	premiums	(ranging	from	10%-15%).	Significant	increases	(decreases)	in	royalty	rates,	growth	rates,	control	premiums	and	multiples, assuming	no	change	in	discount	rates,	would	result	in	a	significantly	higher	(lower)	fair	value	measurement.	Significant	decreases	(increases)	in	discount	rates,	assuming no	changes	in	royalty	rates,	growth	rates,	control	premiums	and	multiples,	would	result	in	a	significantly	higher	(lower)	fair	value	measurement.

# NOTE	9.	BORROWINGS

The	Company's	total	borrowings	consist	of	the	following:

|  | As	of<br>June	30,<br>2017 | As	of<br>June	30,<br>2016 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Facility\tdue\tDecember\t2017 | $92 | $90 |
| Facility\tdue\tDecember\t2018 | 92 | 90 |
| Facility\tdue\tDecember\t2019 | 184 | 179 |
| Other\tobligations | 11 | 13 |
| Total\tdebt | 379 | 372 |
| Less:\tCurrent\tportion^(a) | (103) | (3) |
| Total\tlong-term\tdebt | $276 | $369 |

The	current	portion	of	long	term	debt	is	included	in	Other	current	liabilities.	See	Note	20—Additional	Financial	Information. (a)

REA	Group	entered	into	an	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	June	30,	2017,	REA	Group	was	paying	a	margin	of	between 0.85%	and	1.05%.	REA	Group	paid	approximately	$10	million	in	interest	for	the	fiscal	year	ended	June	30,	2017	at	a	weighted	average	interest	rate	of	2.7%.	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	June	30,	2017,	REA	Group	was	in	compliance	with	all	of	the	applicable	debt	covenants.

Total	borrowings,	excluding	other	obligations	and	debt	issuance	costs,	have	the	following	scheduled	maturities	for	each	of	the	next	five	fiscal	years:

# NOTE	10.	REDEEMABLE	PREFERRED	STOCK

In	connection	with	the	Company's	separation	of	its	businesses	(the	"Separation")	from	Twenty-First	Century	Fox,	Inc.	("21st	Century	Fox")	on	June	28,	2013	(the "Distribution	Date"),	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,	in	arrears.	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.	As	of	June	30,	2017	and	2016,	$20	million	was	included	in Redeemable	preferred	stock	on	the	Balance	Sheets.

# NOTE	11.	STOCKHOLDERS'	EQUITY

# Authorized	Capital	Stock

# Common	Stock	and	Preferred	Stock

Shares	Outstanding—As	of	June	30,	2017,	the	Company	had	approximately	380	million	shares	of	Class	A	Common	Stock	outstanding	at	a	par	value	of	$0.01	per	share and	approximately	200	million	shares	of	Class	B	Common	Stock	outstanding	at	a	par	value	of	$0.01	per	share.	As	of	June	30,	2017,	the	Company	had	no	shares	of Series	Common	Stock	and	Preferred	Stock	outstanding.

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

The	timing,	declaration,	amount	and	payment	of	future	dividends	to	stockholders,	if	any,	is	within	the	discretion	of	the	Company's	Board	of	Directors	(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.

Voting	Rights—Holders	of	the	Company's	Class	A	Common	Stock	are	entitled	to	vote	only	in	the	limited	circumstances	set	forth	in	the	Company's	Restated	Certificate of	Incorporation	(the	"Charter").	Holders	of	the	Company's	Class	B	Common	Stock	are	entitled	to	one	vote	for	each	share	held	of	record	on	all	matters	submitted	to	a vote	of	the	stockholders.

Liquidation	Rights—In	the	event	of	a	liquidation	or	dissolution	of	the	Company,	holders	of	Class	A	Common	Stock	and	Class	B	Common	Stock	shall	be	entitled	to receive	all	of	the	remaining	assets	of	the	Company	available	for	distribution	to	its	stockholders,	ratably	in	proportion	to	the	number	of	shares	held	by	Class	A	Common Stock	holders	and	Class	B	Common	Stock	holders,	respectively.	In	the	event	of	any	merger	or

consolidation	with	or	into	another	entity,	the	holders	of	Class	A	Common	Stock	and	the	holders	of	Class	B	Common	Stock	shall	generally	be	entitled	to	receive substantially	identical	per	share	consideration.

Under	the	Company's	Charter,	the	Board	of	Directors	is	authorized	to	issue	shares	of	preferred	stock	or	series	common	stock	at	any	time,	without	stockholder	approval, in	one	or	more	series	and	to	fix	the	number	of	shares,	designations,	voting	powers,	if	any,	preferences	and	relative,	participating,	optional	and	other	rights	of	such	series, as	well	as	any	applicable	qualifications,	limitations	or	restrictions,	to	the	full	extent	permitted	by	Delaware	law,	subject	to	the	limitations	set	forth	in	the	Charter, including	stockholder	approval	requirements	with	respect	to	the	issuance	of	preferred	stock	or	series	common	stock	entitling	holders	thereof	to	more	than	one	vote	per share.

# Stock	Repurchases

In	May	2013,	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	fiscal 2017.	Through	August	7,	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	August	7,	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.	The	total	number	and	value	of	shares	repurchased	for	the	fiscal	years	ended June	30,	2017,	2016	and	2015	are	as	follows:

|  |  | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2017 | \t\t\t\t2016 | \t\t\t\t2015 |
|  |  | (in\tmillions) |  |
| Total\tcost\tof\trepurchases | $— | $39 | $32 |
| Total\tnumber\tof\tshares\trepurchased | — | 3.1 | 2.1 |

# Stockholder	Rights	Agreement

During	fiscal	2015,	the	Board	of	Directors	adopted	the	second	amended	and	restated	rights	agreement,	which	is	referred	to	below	as	the	"rights	agreement."	Under	the rights	agreement,	each	outstanding	share	of	common	stock	of	the	Company	has	attached	to	it	one	right.	Initially,	the	rights	are	represented	by	the	common	stock	of	the Company,	are	not	traded	separately	from	the	common	stock	and	are	not	exercisable.	The	rights,	unless	redeemed	or	exchanged,	will	become	exercisable	for	common stock	of	the	Company	10	business	days	after	public	announcement	that	a	person	or	group	has	obtained	beneficial	ownership	(defined	to	include	stock	which	a	person	has the	right	to	acquire,	regardless	of	whether	such	right	is	subject	to	the	passage	of	time	or	the	satisfaction	of	conditions),	including	by	means	of	a	tender	offer,	of	15%	or more	of	the	outstanding	shares	of	the	Company's	Class	B	Common	Stock.	Following	such	acquisition	of	beneficial	ownership,	each	right	will	entitle	its	holder	(other than	the	acquiring	person	or	group)	to	purchase,	at	the	exercise	price	(subject	to	adjustments	provided	in	the	rights	agreement),	a	number	of	shares	of	the	Company's Class	A	or	Class	B	Common	Stock,	as	applicable,	having	a	then-current	market	value	of	twice	the	exercise	price,	and	in	the	event	of	a	subsequent	merger	or	other acquisition	of	the	Company	or	transfer	of	50%	or	more	of	the	Company,	to	purchase,	at	the	exercise	price,	a

number	of	shares	of	common	stock	of	the	acquiring	entity	having	a	then-current	market	value	of	twice	the	exercise	price.	The	exercise	price	for	the	Company	rights	will be	$90.00,	subject	to	certain	adjustments.

The	rights	will	not	become	exercisable	by	virtue	of	(i)	any	person's	or	group's	beneficial	ownership,	as	of	the	Distribution	Date,	of	15%	or	more	of	the	Class	B	Common Stock	of	the	Company,	unless	such	person	or	group	acquires	beneficial	ownership	of	additional	shares	of	the	Company's	Class	B	Common	Stock	after	June	18,	2015; (ii)	the	repurchase	of	the	Company's	shares	that	causes	a	holder	to	become	the	beneficial	owner	of	15%	or	more	of	the	Company's	Class	B	Common	Stock,	unless	such holder	acquires	beneficial	ownership	of	additional	shares	representing	one	percent	or	more	of	the	Company's	Class	B	Common	Stock;	(iii)	acquisitions	by	way	of	a	pro rata	stock	dividend	or	a	stock	split;	(iv)	acquisitions	solely	as	a	result	of	any	unilateral	grant	of	any	security	by	the	Company	or	through	the	exercise	of	any	options, warrants,	rights	or	similar	interests	(including	restricted	stock)	granted	by	the	Company	to	its	directors,	officers	and	employees	pursuant	to	any	equity	incentive	or	award plan;	or	(v)	certain	acquisitions	determined	by	the	Board	of	Directors	to	be	inadvertent,	provided,	that	following	such	acquisition,	the	acquirer	promptly,	but	in	any	case within	10	business	days,	divests	a	sufficient	number	of	shares	so	that	such	person	would	no	longer	otherwise	qualify	as	an	acquiring	person.

The	rights	will	expire	on	June	18,	2018,	unless	the	rights	agreement	is	earlier	terminated	or	such	date	is	advanced	or	extended	by	the	Company,	or	the	rights	are	earlier redeemed	or	exchanged	by	the	Company.

# NOTE	12.	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,	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	in	addition	to	awards	assumed	in	connection	with	the	Separation	and	with	acquisitions.

In	connection	with	the	acquisition	of	Move	in	November	2014,	the	Company	assumed	Move's	equity	incentive	plans	and	substantially	all	of	the	awards	outstanding under	such	plans.	The	stock	options,	RSUs	and	restricted	stock	awards	that	were	assumed	continue	to	have	the	same	terms	and	conditions	that	applied	to	those	awards immediately	prior	to	the	acquisition,	except	that	such	assumed	awards	were	converted	into	awards	with	the	right	to	be	settled	in,	or	by	reference	to,	the	Company's Class	A	Common	Stock	in	accordance	with	the	acquisition	agreement,	using	a	formula	designed	to	preserve	the	value	of	the	awards	based	on	the	price	per	share	paid	in the	acquisition.	The	Company	assumed	and	converted	approximately	4.3	million	stock	options	and	approximately	2.5	million	RSUs	and	restricted	stock	awards	in connection	with	the	transaction.

The	following	table	summarizes	the	Company's	equity-based	compensation	expense	from	continuing	operations	reported	in	the	Statements	of	Operations:

|  |  | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Total\tEquity\tcompensation\texpense | $38 | $55 | $53 |
| Total\tintrinsic\tvalue\tof\tstock\toptions\texercised | $2 | $3 | $24 |

As	of	June	30,	2017,	total	compensation	cost	not	yet	recognized	for	all	plans	presented	related	to	unvested	awards	held	by	the	Company's	employees	was	approximately $52	million	and	is	expected	to	be	recognized	over	a	weighted	average	period	of	between	one	and	two	years.

The	tax	benefit	recognized	on	PSUs	and	RSUs	for	the	Company's	employees	that	vested	and	stock	options	that	were	exercised	by	the	Company's	employees	during	the applicable	fiscal	year	was	$17	million,	$11	million,	and	$17	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively.

# Summary	of	Incentive	Plans

The	fair	value	of	equity-based	compensation	granted	under	the	2013	LTIP	is	calculated	according	to	the	type	of	award	issued.	Cash	settled	awards	are	marked-to-market at	the	end	of	each	reporting	period.

# Performance	Stock	Units

PSU	awards	are	grants	that	entitle	the	holder	to	shares	of	the	Company's	Class	A	Common	Stock	or	the	cash	equivalent	value	of	such	shares	based	on	the	achievement of	pre-established	performance	metrics	over	the	applicable	performance	period.	Fair	value	of	PSUs	are	determined	on	the	date	of	grant	and	expensed	using	a	straight-line method	as	the	awards	cliff	vest	at	the	end	of	the	three-year	performance	period.	The	number	of	PSUs	that	will	vest	can	range	from	0%	to	200%	of	the	target	award	and will	be	based	on	the	achievement	of	the	performance	condition	and	the	Company's	three-year	total	shareholder	return	("TSR").	The	expense	recorded	for	the	portion	of the	award	that	is	subject	to	the	performance	condition	is	based	on	management's	determination	of	the	probable	outcome	of	the	performance	condition	and	the corresponding	number	of	shares	expected	to	vest.	The	Company	records	a	cumulative	expense	adjustment	in	periods	in	which	its	estimate	of	the	number	of	shares expected	to	vest	changes.	Additionally,	the	expense	recognized	is	ultimately	adjusted	to	reflect	the	actual	number	of	shares	that	vested	based	on	the	achievement	of	the performance	condition.	The	number	of	awards	which	vest	is	also	impacted	by	the	Company's	TSR	as	measured	against	the	three-year	TSR	of	the	companies	that comprise	the	Standard	and	Poor's	500	Index.	The	fair	value	of	the	TSR	condition	is	determined	using	a	Monte	Carlo	simulation	model.	Any	person	who	holds	PSUs shall	have	no	ownership	interest	in	the	shares	or	cash	to	which	such	PSUs	relate	unless	and	until	the	shares	or	cash	are	delivered	to	the	holder.	All	shares	of	Class	A Common	Stock	reserved	for	cancelled	or	forfeited	equity-based	compensation	awards	become	available	for	future	grants.	In	June	2016,	the	Compensation	Committee	of the	Board	of	Directors	determined	to	grant	dividend	equivalents	on	PSUs,	beginning	with	the	fiscal	2017-2019	PSU	award.

In	the	first	quarters	of	fiscal	2017,	2016	and	2015,	certain	employees	of	the	Company	each	received	a	grant	of	PSUs	that	has	a	three-year	performance	measurement period	beginning	on	July	1,	2017,	July	1,	2016	and	July	1,	2015,	respectively.	Vesting	of	the	awards	is	subject	to	the	achievement	of	the	performance	condition, consisting	of	pre-defined	targets	for	cumulative	earnings	per	share	and	cumulative	free	cash	flow	for	the	applicable	performance	period,	as	well	as	the	TSR	condition. The	majority	of	these	awards	will	be	settled	in	shares	of	the	Company's	Class	A	Common	Stock	subject	to	the	achievement	of	the	relevant	performance	metrics	and participants'	continued	employment	with	the	Company.

For	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	the	Company	granted	approximately	5.5	million,	4.2	million	and	3.4	million	PSUs,	respectively,	at	target	to	the Company's	employees,	of	which	approximately	4.1	million,	3.0	million	and	2.3	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.

For	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	approximately	2.8	million,	1.2	million	and	2.0	million	PSUs	vested,	respectively,	of	which	approximately 1.0	million,	0.2	million	and	0.5	million	PSUs,	respectively,	were	settled	in	cash	for	approximately	$13.1	million,	$3.3	million	and	$8.2	million	before	statutory	tax withholdings,	respectively.

# Restricted	Stock	Units

RSU	awards	are	grants	that	entitle	the	holder	to	shares	of	the	Company's	Class	A	Common	Stock.	The	fair	value	of	RSUs	issued	under	the	2013	LTIP	is	based	upon	the fair	market	value	of	the	shares	underlying	the	awards	on	the	grant	date.	Any	person	who	holds	RSUs	shall	have	no	ownership	interest	in	the	shares	to	which	such	RSUs relate	unless	and	until	the	shares	are	delivered	to	the	holder.

During	fiscal	2017,	2016	and	2015,	certain	employees	of	the	Company	each	received	a	grant	of	time-vested	RSUs.	Vesting	of	the	awards	is	subject	to	the	participants' continued	employment	with	the	Company	through	the	applicable	vesting	date.	During	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	0.4	million,	0.3	million	and 0.5	million	RSUs	were	granted	to	the	Company's	employees,	respectively,	which	primarily	vest	over	two	to	four	years.

The	following	table	summarizes	the	activity	from	continuing	and	discontinued	operations	related	to	the	target	PSUs	and	RSUs	granted	to	the	Company's	employees which	will	be	settled	in	shares	of	the	Company	(PSUs	and	RSUs	in	thousands):

|  | Fiscal	2017 |  | Fiscal	2016 |  | Fiscal	2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Number\nof\nshares | Weighted\naverage\ngrant-\ndate\tfair\nvalue | Number\nof\nshares | Weighted\naverage\ngrant-\ndate\tfair\nvalue | Number\nof\nshares | Weighted\naverage\ngrant-\ndate\tfair\nvalue |
|  |  | (in\tUS$) |  | (in\tUS$) |  | (in\tUS$) |
| PSUs\tand\tRSUs |  |  |  |  |  |  |
| Unvested\tunits\tat\tbeginning\tof\tthe\tyear | 7,773 | $17.34 | 8,355 | $16.77 | 7,222 | $13.00 |
| Granted^(a) | 4,502 | 14.69 | 3,472 | 15.51 | 2,975 | 17.29 |
| RSUs\tassumed\tin\tacquisition^(b) | — | — | — | — | 2,491 | 15.20 |
| Vested^(c) | \t (2,387) | 18.38 | (1,913) | 13.56 | (3,131) | 10.19 |
| Cancelled^(d) | \t (1,236) | 17.08 | (2,141) | 15.76 | (1,202) | 11.36 |
| Unvested\tunits\tat\tthe\tend\tof\tthe\tyear^(e) | 8,652 | $15.57 | 7,773 | $17.34 | 8,355 | $16.77 |

For	fiscal	2017,	includes	4.1	million	target	PSUs	and	0.4	million	RSUs	granted. (a)

For	fiscal	2016,	includes	3.0	million	target	PSUs	and	0.3	million	RSUs	granted	and	a	payout	adjustment	of	0.2	million	PSUs	due	to	the	actual	performance	level achieved	for	PSUs	granted	in	fiscal	2013	that	vested	during	fiscal	2016.

For	fiscal	2015,	includes	2.3	million	target	PSUs	and	0.5	million	RSUs	granted	and	a	payout	adjustment	of	0.2	million	PSUs	due	to	the	actual	performance	level achieved	for	PSUs	granted	in	fiscal	2012	that	vested	during	fiscal	2015.

Represents	RSUs	assumed	in	the	Move	acquisition.	The	weighted	average	grant	date	fair	value	for	the	assumed	awards	was	calculated	using	the	fair	value	of	the awards	at	the	acquisition	date. (b)

The	fair	value	of	PSUs	and	RSUs	held	by	the	Company's	employees	that	vested	during	the	fiscal	years	ended	June	30,	2017,	2016	and	2015	was	$44	million,	$26 million	and	$32	million,	respectively. (c)

For	fiscal	2017,	includes	0.7	million	of	target	PSUs	and	0.1	million	RSUs	cancelled	and	a	payout	adjustment	of	0.4	million	PSUs	due	to	the	actual	performance level	achieved	for	PSUs	granted	in	fiscal	2014	that	vested	during	fiscal	2017. (d)

For	fiscal	2016,	includes	0.8	million	of	target	PSUs	and	0.3	million	RSUs	cancelled	and	a	payout	adjustment	of	1.0	million	PSUs	due	to	the	actual	performance level	achieved	for	PSUs	granted	in	fiscal	2013	that	vested	during	fiscal	2016.

For	fiscal	2015,	includes	0.3	million	of	target	PSUs	and	0.3	million	RSUs	cancelled	during	fiscal	2015	and	a	payout	adjustment	of	0.6	million	PSUs	due	to	the actual	performance	level	achieved	for	PSUs	granted	in	fiscal	2012	that	vested	during	fiscal	2015.

The	intrinsic	value	of	these	unvested	RSUs	and	target	PSUs	was	approximately	$119	million	as	of	June	30,	2017. (e)

# Stock	Options

The	following	table	summarizes	information	about	stock	option	transactions	for	the	employee	stock	option	plans	(options	in	thousands):

|  | Options | Weighted<br>average<br>exercise	price | Options | Weighted<br>average<br>exercise	price | Options | Weighted<br>average<br>exercise	price |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | (in\tUS$) |  | (in\tUS$) |  | (in\tUS$) |
| Outstanding\tat\tthe\tbeginning\tof\tthe\tyear | \t1,238 | $9.03 | \t2,008 | $8.82 | 263 | $6.25 |
| Options\tassumed\tin\tacquisition^(a) | — | — | — | — | 4,336 | 7.46 |
| Exercised | (354) | 7.78 | (508) | 7.34 | \t(2,521) | 6.22 |
| Cancelled | (218) | 15.00 | (262) | 10.75 | (70) | 8.37 |
| Outstanding\tat\tthe\tend\tof\tthe\tyear^(b) | 666 | $7.74 | \t1,238 | $9.03 | 2,008 | $8.82 |
| Exercisable\tat\tthe\tend\tof\tthe\tyear^(c) | 585 |  | 945 |  | 1,117 |  |

Represents	options	assumed	in	the	Move	acquisition.	The	weighted	average	exercise	price	for	the	assumed	options	was	calculated	using	the	converted	exercise price	at	the	acquisition	date.	The	converted	exercise	price	was	calculated	using	a	formula	designed	to	preserve	the	value	of	the	awards	based	on	the	price	per	share paid	in	the	acquisition. (a)

The	intrinsic	value	of	options	outstanding	held	by	the	Company's	employees	as	of	June	30,	2017,	2016	and	2015	was	$4.0	million,	$3.0	million	and	$12.8 million,	respectively.	The	weighted	average	remaining	contractual	life	of	options	outstanding	as	of	June	30,	2017	was	5.26	years. (b)

The	weighted	average	remaining	contractual	life	of	options	exercisable	as	of	June	30,	2017	was	5.05	years. (c)

# NOTE	13.	(LOSS)	EARNINGS	PER	SHARE

The	following	tables	set	forth	the	computation	of	basic	and	diluted	(loss)	earnings	per	share	under	ASC	260,	"Earnings	per	Share":

|  |  | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2017 | \t\t\t\t2016 | \t\t\t\t2015 |
|  | (in\tmillions,\texcept\tper\tshare\tamounts) | (in\tmillions,\texcept\tper\tshare\tamounts) |  |
| (Loss)\tincome\tfrom\tcontinuing\toperations | $(643) | $235 | $367 |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (95) | (71) | (69) |
| Less:\tRedeemable\tpreferred\tstock\tdividends^(a) | (2) | (2) | (2) |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders | (740) | 162 | 296 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax,\tavailable\tto\tNews\tCorporation\tstockholders | — | 15 | (445) |
| Net\t(loss)\tincome\tavailable\tto\tNews\tCorporation\tstockholders | $(740) | $177 | $(149) |
| Weighted-average\tnumber\tof\tshares\tof\tcommon\tstock\toutstanding—basic | 581.4 | 580.6 | 581.0 |
| Dilutive\teffect\tof\tequity\tawards^(b) | — | 1.9 | 1.6 |
| Weighted-average\tnumber\tof\tshares\tof\tcommon\tstock\toutstanding—diluted | 581.4 | 582.5 | 582.6 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand |  |  |  |
| diluted | $(1.27) | $0.28 | $0.51 |
| Income\t(loss)\tfrom\tdiscontinued\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand |  |  |  |
| diluted | $— | $0.02 | $(0.77) |
| Net\t(loss)\tincome\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand\tdiluted | $(1.27) | $0.30 | $(0.26) |

Refer	to	Note	10—Redeemable	Preferred	Stock (a)

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	fiscal year	ended	June	30,	2017	because	their	inclusion	would	have	an	antidilutive	effect	on	the	net	loss	per	share. (b)

# NOTE	14.	RELATED	PARTY	TRANSACTIONS

# Related	Party	Transactions

In	the	ordinary	course	of	business,	the	Company	enters	into	transactions	with	related	parties,	such	as	equity	affiliates,	to	sell	certain	broadcast	rights	and	purchase	and/or sell	advertising	and	administrative	services.	The	following	table	sets	forth	the	net	revenue	from	related	parties	included	in	the	Statements	of	Operations:

The	following	table	sets	forth	the	amount	of	receivables	due	from	and	payable	to	related	parties	outstanding	on	the	Balance	Sheets:

|  | 2017 | 2016 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Accounts\treceivable\tfrom\trelated\tparties | $92 | $86 |
| Notes\treceivable\tfrom\trelated\tparties | 370 | 338 |
| Accounts\tpayable\tto\trelated\tparties | 13 | 31 |

# NOTE	15.	COMMITMENTS	AND	CONTINGENCIES

|  |  |  | As	of	June	30,	2017 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | Payments\tDue\tby\tPeriod |  |  |
|  |  | Less\tthan | 1- | 3- | More\tthan |
|  | Total | 1\t\tyear | 3\tyears | 5\tyears | 5\t\tyears |
|  |  |  | (in\tmillions) |  |  |
| Purchase\tobligations^(a) | $1,105 | $422 | $350 | $ 195 | $138 |
| Sports\tprogramming\trights^(b) | \t 1,287 | 223 | 502 | 427 | 135 |
| Operating\tleases^(c) |  |  |  |  |  |
| Land\tand\tbuildings | \t 1,641 | 157 | 285 | 222 | 977 |
| Plant\tand\tmachinery | 5 | 3 | 2 | \t — | — |
| Borrowings^(d) | 380 | 103 | 277 | \t — | — |
| Total\tcommitments\tand\tcontractual\tobligations | $4,418 | $908 | $1,416 | $ 844 | $1,250 |

Primarily	represents	the	REA	Facility	based	on	the	contractual	maturity	date	of	the	various	sub	facilities	included	within	the	agreement.	(See	Note	9— Borrowings). (d)

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.

The	Antitrust	Expert	Panel	was	convened	and,	on	February	8,	2017,	it	recommended	that	the	Notice	of	Violation	in	Valassis	I	be	dismissed	and	the	NAM	Group's counterclaims	in	Valassis	II	be	dismissed	with	leave	to	replead	three	of	the	four	counterclaims.	The	NAM	Group	filed	an	amended	counterclaim	on	February	27,	2017. Valassis	did	not	object	to	the	Antitrust	Expert	Panel's	recommendation	to	dismiss	Valassis	I,	and	the	parties	are	awaiting

the	District	Court's	order	of	dismissal.	However,	Valassis	filed	a	motion	with	the	District	Court	asserting	that	the	referral	of	Valassis	II	to	the	Antitrust	Expert	Panel	is no	longer	valid	and	seeking	either	to	re-open	Valassis	II	in	the	District	Court	or	to	transfer	the	case	to	the	United	States	District	Court	for	the	Southern	District	of	New York.	The	NAM	Group	opposed	the	motion,	and	the	District	Court	heard	arguments	on	April	13,	2017.	While	it	is	not	possible	at	this	time	to	predict	with	any	degree	of certainty	the	ultimate	outcome	of	these	actions,	the	NAM	Group	believes	it	has	been	compliant	with	applicable	laws	and	intends	to	defend	itself	vigorously	in	both actions.

# In-Store	Marketing	and	FSI	Purchasers

On	February	29,	2016,	the	parties	agreed	to	settle	the	litigation	in	the	U.S.	District	Court	for	the	Southern	District	of	New	York	in	which	The	Dial	Corporation,	Henkel Consumer	Goods,	Inc.,	H.J.	Heinz	Company,	H.J.	Heinz	Company,	L.P.,	Foster	Poultry	Farms,	Smithfield	Foods,	Inc.,	HP	Hood	LLC	and	BEF	Foods,	Inc.	alleged various	claims	under	federal	and	state	antitrust	law	against	News	Corporation,	NAI,	NAM	FSI	and	NAM	In-Store	Services	(collectively	the	"NAM	Group").	Pursuant	to the	terms	of	the	settlement,	the	NAM	Group	paid	the	plaintiffs	and	their	attorneys	approximately	$250	million	during	the	fiscal	year	ended	June	30,	2017,	and	the litigation	was	dismissed	with	prejudice.	The	NAM	Group	also	settled	related	claims	for	approximately	$30	million	in	February	2016.

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,	and	at	The	Sun,	and	related	matters	(the	"U.K.	Newspaper	Matters").	The	Company	has	admitted	liability	in many	civil	cases	and	has	settled	a	number	of	cases.	The	Company	also	settled	a	number	of	claims	through	a	private	compensation	scheme	which	was	closed	to	new claims	after	April	8,	2013.

# Zillow	Settlement

("NAR")	and	three	related	entities	filed	a	complaint	against	Zillow,	Inc.	("Zillow"),	Errol	Samuelson	and	Curt	Beardsley	alleging,	among	other	things,	misappropriation of	trade	secrets,	tortious	interference,	breach	of	fiduciary	duties	and	breach	of	contract.	Pursuant	to	the	terms	of	the	settlement	agreement	and	release,	Zillow	paid	the plaintiffs	$130	million	and	the	pending	litigation	was	dismissed	with	prejudice.	Under	the	terms	of	an	agreement	with	Move,	NAR	received	10%	of	the	settlement proceeds	after	deduction	of	Move's	litigation-related	costs	and	fees,	and	Move	received	the	remainder.	As	a	result,	the	Company	recognized	a	$122	million	gain	in NAM	Group	and	Zillow	settlements,	net	in	the	Company's	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2016.

# NOTE	16.	RETIREMENT	BENEFIT	OBLIGATIONS

The	Company's	employees	participate	in	various	defined	benefit	pension	and	postretirement	plans	sponsored	by	the	Company	and	its	subsidiaries.	Plans	in	the	U.S., U.K.,	Australia,	and	other	foreign	plans	are	accounted	for	as	defined	benefit	pension	plans.	Accordingly,	the	funded	and	unfunded	position	of	each	plan	is	recorded	in the	Balance	Sheets.	Actuarial	gains	and	losses	that	have	not	yet	been	recognized	through	income	are	recorded	in	Accumulated	other	comprehensive	loss,	net	of	taxes, until	they	are	amortized	as	a	component	of	net	periodic	benefit	cost.	The	determination	of	benefit	obligations	and	the	recognition	of	expenses	related	to	the	plans	are dependent	on	various	assumptions.	The	major	assumptions	primarily	relate	to	discount	rates,	expected	long-term	rates	of	return	on	plan	assets	and	mortality	rates. Management	develops	each	assumption	using	relevant	company	experience	in	conjunction	with	market-related	data	for	each	individual	country	in	which	such	plans exist.	The	funded	status	of	the	plans	can	change	from	year	to	year,	but	the	assets	of	the	funded	plans	have	been	sufficient	to	pay	all	benefits	that	came	due	in	each	of fiscal	2017,	2016	and	2015.

# Summary	of	Funded	Status

The	Company	uses	a	June	30	measurement	date	for	all	pension	and	postretirement	benefit	plans.	The	combined	domestic	and	foreign	pension	and	postretirement	benefit plans	resulted	in	a	net	pension	and	postretirement

benefits	liability	of	$312	million	and	$356	million	at	June	30,	2017	and	2016,	respectively.	The	Company	recognized	these	amounts	in	the	Balance	Sheets	at	June	30, 2017	and	June	30,	2016	as	follows:

|  |  | Pension	Benefits |  |  | Postretirement |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Domestic | Domestic | Foreign | Foreign | benefits | benefits | Total | Total |
|  |  |  |  | As\tof\tJune\t30, |  |  |  |  |
|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
|  |  |  |  | (in\tmillions) |  |  |  |  |
| Other\tnon-current\tassets | $\t— | $ — | $17 | $4 | $ — | $ — | $17 | $4 |
| Other\tcurrent\tliabilities | \t — | \t — | (1) | (1) | (9) | (9) | (10) | (10) |
| Retirement\tbenefit\tobligations | (91) | (109) | (120) | (124) | (108) | (117) | (319) | (350) |
| Net\tamount\trecognized | $(91) | $(109) | $(104) | $(121) | $(117) | $(126) | $(312) | $(356) |

The	following	table	sets	forth	the	change	in	the	projected	benefit	obligation,	change	in	the	fair	value	of	the	Company's	plan	assets	and	funded	status:

|  |  | Pension	Benefits |  |  | Postretirement |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Domestic | Domestic | Foreign |  | Benefits | Benefits | Total | Total |
|  |  |  |  | As\tof\tJune\t30, |  |  |  |  |
|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
|  |  |  |  | (in\tmillions) |  |  |  |  |
| Projected\tbenefit\tobligation,\tbeginning\tof\tthe\tyear | $396 | $382 | $1,201 | $1,272 | $126 | $133 | $1,723 | $1,787 |
| Service\tcost | \t — | \t — | 9 | 10 | \t — | \t — | 9 | 10 |
| Interest\tcost | 12 | 17 | 29 | 44 | 3 | 5 | 44 | 66 |
| Benefits\tpaid | (23) | (18) | (39) | (55) | (8) | (8) | (70) | (81) |
| Settlements^(a) | (13) | (11) | (23) | (33) | \t — | \t — | (36) | (44) |
| Actuarial\tloss/(gain)^(b) | (4) | 28 | 54 | 153 | (3) | (2) | 47 | 179 |
| Foreign\texchange\trate\tchanges | \t — | \t — | (15) | (188) | \t — | (2) | (15) | (190) |
| Plan\tcurtailments | \t — | (2) | — | (2) | \t — | \t — | — | (4) |
| Amendments,\ttransfers\tand\tother | \t — | \t — | — | — | (1) | \t — | (1) | — |
| Projected\tbenefit\tobligation,\tend\tof\tthe\tyear | \t 368 | 396 | \t 1,216 | \t 1,201 | 117 | 126 | \t 1,701 | \t 1,723 |
| Change\tin\tthe\tfair\tvalue\tof\tplan\tassets\tfor\tthe\tCompany's\tbenefit\tplans: |  |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets,\tbeginning\tof\tthe\tyear | \t 287 | 302 | \t 1,080 | \t 1,204 | \t — | \t — | \t 1,367 | \t 1,506 |
| Actual\treturn\ton\tplan\tassets | 23 | 14 | 83 | 107 | \t — | \t — | 106 | 121 |
| Employer\tcontributions | 3 | \t — | 23 | 26 | \t — | \t — | 26 | 26 |
| Benefits\tpaid | (23) | (18) | (39) | (55) | \t — | \t — | (62) | (73) |
| Settlements^(a) | (13) | (11) | (23) | (33) | \t — | \t — | (36) | (44) |
| Foreign\texchange\trate\tchanges | \t — | \t — | (12) | (169) | \t — | \t — | (12) | (169) |
| Amendments,\ttransfers\tand\tother | \t — | \t — | — | — | \t — | \t — | — | — |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tthe\tyear | \t 277 | 287 | \t 1,112 | \t 1,080 | \t — | \t — | \t 1,389 | \t 1,367 |
| Funded\tstatus | $ (91) | $(109) | $(104) | $(121) | $(117) | $(126) | $(312) | $(356) |

Amounts	related	to	payments	made	to	former	employees	of	the	Company	in	full	settlement	of	their	deferred	pension	benefits. (a)

Fiscal	2017	actuarial	losses	for	the	Company's	foreign	pension	plans	are	primarily	related	to	the	decrease	in	discount	rates	used	in	measuring	plan	obligations	as of	June	30,	2017.	Fiscal	2017	actuarial	gains	related	to	domestic	pension	plans	primarily	relate	to	the	increase	in	discount	rates	for	the	U.S.	plans	used	in measuring	plan	obligations	as	of	June	30,	2017.	Fiscal	2016	actuarial	losses	for	the	Company's	pension	plans	are	primarily	related	to	the	reduction	in	discount rates	used	in	measuring	plan	obligations	as	of	June	30,	2016. (b)

Amounts	recognized	in	Accumulated	other	comprehensive	loss	consist	of:

|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |
| Actuarial\tlosses\t(gains) | $142 | $158 | $453 | $452 | $(1) | $2 | $594 | $612 |
| Prior\tservice\t(benefit)\tcost | \t — | \t — | \t — | \t — | (31) | (34) | (31) | (34) |
| Net\tamounts\trecognized | $142 | $158 | $453 | $452 | $(32) | $(32) | $563 | $578 |

Amounts	in	Accumulated	other	comprehensive	loss	expected	to	be	recognized	as	a	component	of	net	periodic	benefit	cost	in	fiscal	2018	consist	of:

|  | Pension	Benefits | Postretirement | Postretirement |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Domestic | Foreign | Benefits | Total |
|  |  | As\tof\tJune\t30,\t2017 | As\tof\tJune\t30,\t2017 |  |
|  |  | (in\tmillions) |  |  |
| Actuarial\tlosses\t(gains) | $5 | $17 | $\t— | $ 22 |
| Prior\tservice\t(benefit)\tcost | — | — | (3) | (3) |
| Net\tamounts\trecognized | $5 | $17 | $(3) | $ 19 |

Accumulated	pension	benefit	obligations	as	of	June	30,	2017	and	2016	were	$1,567	million	and	$1,588	million,	respectively.	Below	is	information	about	funded	and unfunded	pension	plans.

|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $354 | $383 | $14 | $13 | $368 | $396 |
| Accumulated\tbenefit\tobligation | 354 | 383 | 14 | 13 | 368 | 396 |
| Fair\tvalue\tof\tplan\tassets | 277 | 287 | \t — | \t — | 277 | 287 |

|  |  |  | Foreign	Pension	Benefits | Foreign	Pension	Benefits |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Funded\tPlans | Funded\tPlans | Unfunded\nPlans | Unfunded\nPlans | Total | Total |
|  |  |  | As\tof\tJune\t30, | As\tof\tJune\t30, |  |  |
|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $1,144 | $1,131 | $72 | $70 | $1,216 | $1,201 |
| Accumulated\tbenefit\tobligation | 1,126 | 1,122 | 72 | 70 | 1,198 | 1,192 |
| Fair\tvalue\tof\tplan\tassets | 1,112 | 1,080 | \t — | \t — | 1,112 | 1,080 |

The	accumulated	benefit	obligation	exceeds	the	fair	value	of	plan	assets	for	all	domestic	pension	plans.	Below	is	information	about	foreign	pension	plans	in	which	the accumulated	benefit	obligation	exceeds	the	fair	value	of	the	plan	assets.

|  | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $550 | $821 | $72 | $70 | $622 | $891 |
| Accumulated\tbenefit\tobligation | 550 | 821 | 72 | 70 | 622 | 891 |
| Fair\tvalue\tof\tplan\tassets | 509 | 773 | \t — | \t — | 509 | 773 |

# Summary	of	Net	Periodic	Benefit	Costs

The	Company	recorded	$1	million,	$8	million,	and	($4)	million	in	net	periodic	benefit	costs	(income)	in	the	Statements	of	Operations	for	the	fiscal	years	ended	June	30, 2017,	2016	and	2015,	respectively.	In	fiscal	2017,	the	Company	changed	the	method	used	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit costs	(income)	for	its	pension	and	other	postretirement	benefit	plans.	For	fiscal	2016	and	previous	periods	presented,	the	Company	estimated	the	service	and	interest	cost components	utilizing	a	single	weighted-average	discount	rate	for	each	country	derived	from	a	yield	curve	used	to	measure	the	benefit	obligation.	The	new	method utilized	a	full	yield	curve	approach	in	the	estimation	of	these	components	by	applying	the	specific	spot	rates	along	the	yield	curve	used	in	the	determination	of	the	benefit obligation	to	their	underlying	projected	cash	flows.	The	Company	changed	to	the	new	method	to	provide	a	more	precise	measurement	of	service	and	interest	costs	by improving	the	correlation	between	projected	benefit	cash	flows	and	their	corresponding	spot	rates.	The	change	is	accounted	for	as	a	change	in	accounting	estimate	which is	applied	prospectively.	This	change	in	estimate	is	not	expected	to	have	a	material	impact	on	the	Company's	pension	and	postretirement	net	periodic	benefit	expense	in future	periods.

The	amortization	of	amounts	related	to	unrecognized	prior	service	costs	(credits),	deferred	losses	and	settlements,	curtailments	and	other	were	reclassified	out	of	Other comprehensive	income	as	a	component	of	net	periodic	benefit	costs.	The	components	of	net	periodic	benefits	costs	(income)	were	as	follows:

|  | Domestic | Domestic | Domestic | Foreign | Foreign | Foreign | Benefits | Benefits | Benefits | Total | Total | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, |  |  |  |  |  |
|  | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
|  |  |  |  |  |  | (in\tmillions) |  |  |  |  |  |  |
| Service\tcost\tbenefits\tearned\tduring\tthe\tperiod | $\t— | $\t— | $1 | $9 | $10 | $11 | $\t— | $\t— | $\t— | $9 | $10 | $12 |
| Interest\tcosts\ton\tprojected\tbenefit\tobligations | 12 | 17 | 17 | 29 | 44 | 49 | 3 | 5 | 6 | 44 | 66 | 72 |
| Expected\treturn\ton\tplan\tassets | (18) | (19) | (22) | (57) | (62) | (71) | \t — | \t — | \t — | (75) | (81) | (93) |
| Amortization\tof\tdeferred\tlosses | 5 | 4 | 3 | 16 | 14 | 13 | \t — | \t — | \t — | 21 | 18 | 16 |
| Amortization\tof\tprior\tservice\tcosts | \t — | \t — | \t — | \t — | \t — | \t — | (4) | (7) | (13) | (4) | (7) | (13) |
| Settlements,\tcurtailments\tand\tother | 3 | \t — | 2 | 3 | 2 | \t — | \t — | \t — | \t — | 6 | 2 | 2 |
| Net\tperiodic\tbenefits\tcosts\t(income)\t-\tTotal | $2 | $2 | $1 | $\t— | $8 | $2 | $(1) | $(2) | $(7) | $1 | $8 | $(4) |

|  |  |  |  |  |  |  |  | Postretirement |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Domestic | Domestic | Domestic | Foreign | Foreign | Foreign | Benefits | Benefits | Benefits |
|  |  |  |  | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, |  |  |  |
|  | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
| Additional\tinformation: |  |  |  |  |  |  |  |  |  |
| Weighted-average\tassumptions\tused\tto\tdetermine\tbenefit\tobligations |  |  |  |  |  |  |  |  |  |
| Discount\trate | 3.8% | 3.7% | \t4.5% | \t2.7% | \t2.9% | \t3.7% | 3.5% | 3.4% | 4.2% |
| Rate\tof\tincrease\tin\tfuture\tcompensation | \tN/A | \tN/A | \t3.0% | \t2.8% | \t2.7% | \t2.9% | \tN/A | \tN/A | \tN/A |
| Weighted-average\tassumptions\tused\tto\tdetermine\tnet\tperiodic\tbenefit\tcost |  |  |  |  |  |  |  |  |  |
| Discount\trate\tfor\tPBO | 3.8% | 4.5% | \t4.5% | \t2.9% | \t3.7% | \t4.2% | 3.4% | 4.2% | 4.0% |
| Discount\trate\tfor\tService\tCost | 4.1% | 4.5% | \t4.5% | \t3.1% | \t3.7% | \t4.2% | 3.7% | 4.2% | 4.0% |
| Discount\trate\tfor\tInterest\ton\tPBO | 3.0% | 4.5% | \t4.5% | \t2.5% | \t3.7% | \t4.2% | 2.6% | 4.2% | 4.0% |
| Discount\trate\tfor\tInterest\ton\tService\tCost | 3.8% | 4.5% | \t4.5% | \t2.9% | \t3.7% | \t4.2% | 3.2% | 4.2% | 4.0% |
| Expected\treturn\ton\tplan\tassets | 6.5% | 6.5% | \t7.0% | \t5.5% | \t5.5% | \t6.2% | \tN/A | \tN/A | \tN/A |
| Rate\tof\tincrease\tin\tfuture\tcompensation | \tN/A | 3.0% | \t3.0% | \t2.7% | \t2.9% | \t3.6% | \tN/A | \tN/A | \tN/A |

N/A—not	applicable

The	following	assumed	health	care	cost	trend	rates	as	of	June	30	were	also	used	in	accounting	for	postretirement	benefits:

|  | Postretirement	benefits |  |
| :--- | :--- | :--- |
|  | Fiscal\t2017 | Fiscal\t2016 |
| Health\tcare\tcost\ttrend\trate | 6.8% | 6.7% |
| Rate\tto\twhich\tthe\tcost\ttrend\trate\tis\tassumed\tto\tdecline\t(the\tultimate\ttrend\trate) | 4.6% | 4.5% |
| Year\tthat\tthe\trate\treaches\tthe\tultimate\ttrend\trate | 2027 | 2028 |

Assumed	health	care	cost	trend	rates	could	have	a	significant	effect	on	the	amounts	reported	for	the	postretirement	health	care	plan.	The	effect	of	a	one	percentage	point increase	and	one	percentage	point	decrease	in	the	assumed	health	care	cost	trend	rate	would	have	the	following	effects	on	the	results	for	fiscal	2017:

|  | Service	and<br>Interest	Costs | Benefit<br>Obligation |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| One\tpercentage\tpoint\tincrease | $\t— | $3 |
| One\tpercentage\tpoint\tdecrease | $\t— | $(2) |

The	following	table	sets	forth	the	estimated	benefit	payments	for	the	next	five	fiscal	years,	and	in	aggregate	for	the	five	fiscal	years	thereafter.	The	expected	benefits	are estimated	based	on	the	same	assumptions	used	to	measure	the	Company's	benefit	obligation	at	the	end	of	the	fiscal	year	and	include	benefits	attributable	to	estimated future	employee	service:

|  |  | Expected	Benefit	Payments |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Pension\tBenefits\nDomestic | Foreign | Postretirement\nBenefits | Total |
|  |  | (in\tmillions) |  |  |
| Fiscal\tyear: |  |  |  |  |
| 2018 | $24 | $51 | $9 | $84 |
| 2019 | 21 | 48 | 9 | 78 |
| 2020 | 21 | 51 | 9 | 81 |
| 2021 | 21 | 52 | 9 | 82 |
| 2022 | 21 | 55 | 9 | 85 |
| 2023-2027 | 105 | 280 | 38 | \t 423 |

# Plan	Assets

The	Company	applies	the	provisions	of	ASC	715,	which	requires	disclosures	including:	(i)	investment	policies	and	strategies;	(ii)	the	major	categories	of	plan	assets; (iii)	the	inputs	and	valuation	techniques	used	to	measure	plan	assets;	(iv)	the	effect	of	fair	value	measurements	using	significant	unobservable	inputs	on	changes	in	plan assets	for	the	period;	and	(v)	significant	concentrations	of	risk	within	plan	assets.

The	table	below	presents	the	Company's	plan	assets	by	level	within	the	fair	value	hierarchy,	as	described	in	Note	2—Summary	of	Significant	Accounting	Policies,	as	of June	30,	2017	and	2016:

|  | Total | Level	1 | Level	2 | Level	3 | NAV | Total | Level	1 | Level	2 | Level	3 | NAV |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Short-term\tinvestments | $— | $\t\t— | $\t\t— | $\t\t— | $— | $— | $\t\t— | $\t\t— | $\t\t— | $— |
| Pooled\tfunds:^(a) |  |  |  |  |  |  |  |  |  |  |
| Money\tmarket\tfunds | 1 | — | 1 | — | — | — | — | — | — | — |
| Domestic\tequity\tfunds | 78 | — | — | — | 78 | 81 | — | — | — | 81 |
| International\tequity\tfunds | 196 | — | — | — | 196 | 244 | — | — | — | 244 |
| Domestic\tfixed\tincome\tfunds | 151 | — | — | — | 151 | 160 | — | — | — | 160 |
| International\tfixed\tincome\tfunds | 642 | — | — | — | 642 | 618 | — | — | — | 618 |
| Balanced\tfunds | 255 | — | 182 | — | 73 | 251 | — | 188 | — | 63 |
| Other | 66 | 55 | — | 11 | — | 13 | 2 | — | 11 | — |
| Total | $1,389 | $55 | $183 | $11 | $1,140 | $1,367 | $2 | $188 | $11 | $1,166 |

Open-ended	pooled	funds	that	are	registered	and/or	available	to	the	general	public	are	valued	at	the	daily	published	net	asset	value	("NAV").	Other	pooled	funds are	valued	at	the	NAV	provided	by	the	fund	issuer. (a)

The	table	below	sets	forth	a	summary	of	changes	in	the	fair	value	of	investments	reflected	as	Level	3	assets	as	of	June	30,	2017	and	2016:

The	Company's	investment	strategy	for	its	pension	plans	is	to	maximize	the	long-term	rate	of	return	on	plan	assets	within	an	acceptable	level	of	risk	in	order	to minimize	the	cost	of	providing	pension	benefits	while	maintaining	adequate	funding	levels.	The	Company's	practice	is	to	conduct	a	periodic	strategic	review	of	its	asset allocation.	The	Company's	current	broad	strategic	targets	are	to	have	a	pension	asset	portfolio	comprised	of

22%	equity	securities,	62%	fixed	income	securities	and	16%	in	cash	and	other	investments.	In	developing	the	expected	long-term	rate	of	return,	the	Company considered	the	pension	asset	portfolio's	past	average	rate	of	returns	and	future	return	expectations	of	the	various	asset	classes.	A	portion	of	the	other	allocation	is reserved	in	cash	to	provide	for	expected	benefits	to	be	paid	in	the	short	term.	The	Company's	equity	portfolios	are	managed	in	such	a	way	as	to	achieve	optimal	diversity. The	Company's	fixed	income	portfolio	is	investment	grade	in	the	aggregate.	The	Company	does	not	manage	any	assets	internally.

The	Company's	benefit	plan	weighted-average	asset	allocations,	by	asset	category,	are	as	follows:

|  | 2017 | 2016 |
| :--- | :--- | :--- |
| Asset\tCategory: |  |  |
| Equity\tsecurities | 22% | 26% |
| Debt\tsecurities | 62% | 62% |
| Cash\tand\tother | 16% | 12% |
| Total | \t100% | \t 100% |

Required	pension	plan	contributions	for	the	next	fiscal	year	are	expected	to	be	approximately	$24	million;	however,	actual	contributions	may	be	affected	by	pension asset	and	liability	valuation	changes	during	the	year.	The	Company	will	continue	to	make	voluntary	contributions	as	necessary	to	improve	funded	status.

# NOTE	17.	OTHER	POSTRETIREMENT	BENEFITS

# Multiemployer	Pension	and	Postretirement	Plans

The	Company	contributes	to	various	multiemployer	defined	benefit	pension	plans	under	the	terms	of	collective	bargaining	agreements	that	cover	certain	of	its	union- represented	employees,	primarily	at	the	newspaper	businesses.	The	risks	of	participating	in	these	multiemployer	pension	plans	are	different	from	single-employer pension	plans	in	that	(i)	contributions	made	by	the	Company	to	the	multiemployer	pension	plans	may	be	used	to	provide	benefits	to	employees	of	other	participating employers;	(ii)	if	the	Company	chooses	to	stop	participating	in	certain	of	these	multiemployer	pension	plans,	it	may	be	required	to	pay	those	plans	an	amount	based	on the	underfunded	status	of	the	plan,	which	is	referred	to	as	a	withdrawal	liability;	and	(iii)	actions	taken	by	a	participating	employer	that	lead	to	a	deterioration	of	the financial	health	of	a	multiemployer	pension	plan	may	result	in	the	unfunded	obligations	of	the	multiemployer	pension	plan	being	borne	by	its	remaining	participating employers.	While	no	multiemployer	pension	plan	that	the	Company	contributed	to	is	individually	significant	to	the	Company,	the	Company	was	listed	on	certain	Form 5500s	as	providing	more	than	5%	of	total	contributions	based	on	the	current	information	available.	The	financial	health	of	a	multiemployer	plan	is	indicated	by	the	zone status,	as	defined	by	the	Pension	Protection	Act	of	2006,	which	represents	the	funded	status	of	the	plan	as	certified	by	the	plan's	actuary.	In	general,	plans	in	the	red zone	are	less	than	65%	funded,	plans	in	the	yellow	zone	are	between	65%	and	80%	funded,	and	plans	in	the	green	zone	are	at	least	80%	funded.	The	funded	status	for two	of	the	plans	for	which	the	Company	was	listed	as	providing	more	than	5%	of	total	contributions	reported	green	zone	status	for	the	most	recent	available	plan	year. The	funded	status	for	one	of	the	plans	for	which	the	Company	was	listed	as	providing	more	than	5%	of	total	contributions	reported	red	zone	status	for	the	most	recent available	plan	year.	Total	contributions	made	by	the	Company	to	multiemployer	pension	plans	for	each	of	the	fiscal	years	ended	June	30,	2017,	2016	and	2015	were approximately	$5	million.

# Defined	Contribution	Plans

The	Company	has	defined	contribution	plans	for	the	benefit	of	substantially	all	employees	meeting	certain	eligibility	requirements.	Employer	contributions	to	such	plans were	$137	million,	$132	million	and	$138	million	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively.

# Deferred	Compensation	Plan

The	Company	has	non-qualified	deferred	compensation	plans	for	the	benefit	of	certain	management	employees.	The	investment	funds	offered	to	the	participants generally	correspond	to	the	funds	offered	in	the	Company's	401(k)	plan,	and	the	account	balance	fluctuates	with	the	investment	returns	on	those	funds.	The	unfunded obligations	of	the	plans	included	in	Other	liabilities	as	of	June	30,	2017	and	2016	were	$40	million	and	$36	million,	respectively,	and	the	majority	of	these	plans	are closed	to	new	employees.

# NOTE	18.	INCOME	TAXES

(Loss)	income	from	continuing	operations	before	income	tax	expense	(benefit)	was	attributable	to	the	following	jurisdictions:

|  | For	the	fiscal	years	ended<br>June	30, | For	the	fiscal	years	ended<br>June	30, | For	the	fiscal	years	ended<br>June	30, |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| U.S. | $84 | $(125) | $148 |
| Foreign | (699) | 306 | \t 404 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\texpense\t(benefit) | $(615) | $181 | $552 |

The	significant	components	of	the	Company's	income	tax	expense	(benefit)	were	as	follows:

|  | For	the	fiscal	years	ended | For	the	fiscal	years	ended |  |
| :--- | :--- | :--- | :--- |
|  |  | June\t30, |  |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Current: |  |  |  |
| U.S. |  |  |  |
| Federal | $1 | $15 | $35 |
| State\t&amp;\tlocal | 4 | 5 | 11 |
| Foreign | 118 | 102 | \t 135 |
| Total\tcurrent\ttax | 123 | 122 | \t 181 |
| Deferred: |  |  |  |
| U.S. |  |  |  |
| Federal | 57 | (71) | 16 |
| State\t&amp;\tlocal | (1) | (106) | 1 |
| Foreign | (151) | 1 | (13) |
| Total\tdeferred\ttax | (95) | (176) | 4 |
| Total\tincome\ttax\texpense\t(benefit)^(a) | $28 | $(54) | $185 |

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 a)

the	Statement	of	Operations	in	fiscal	year	2016.	In	addition,	a	tax	benefit	of	$30	million	related	to	the	operations	of	the	Digital	Education	segment	for	the	period was	recorded	to	discontinued	operations	in	(Loss)	income	from	discontinued	operations,	net	of	tax,	in	the	Statement	of	Operations	in	fiscal	2016.	The	tax	expense (benefit)	shown	above	excludes	the	tax	benefit	of	the	Company's	digital	education	business.	The	Company	will	not	have	a	current	federal	tax	expense	after accounting	for	the	federal	current	tax	benefits	attributed	to	discontinued	operations.

The	reconciliation	between	the	Company's	actual	effective	tax	rate	and	the	statutory	U.S.	Federal	income	tax	rate	of	35%	was:

|  |  | For	the	fiscal	years	ended<br>June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t2017 | \t\t2016 | \t\t2015 |
| U.S.\tfederal\tincome\ttax\trate | 35% | 35% | 35% |
| State\tand\tlocal\ttaxes,\tnet | \t — | (8) | 1 |
| Effect\tof\tforeign\toperations^(a) | (17) | (1) | (2) |
| Change\tin\tvaluation\tallowance^(b) | (7) | (62) | \t — |
| Income\ttax\taudit\tsettlements^(c) | (10) | \t — | \t — |
| Non-deductible\tgoodwill\tand\tasset\timpairment^(d) | (7) | \t — | \t — |
| Non-deductible\tcompensation\tand\tbenefits | (1) | 3 | 1 |
| R&amp;D\tcredits | 1 | (2) | (1) |
| Other,\tnet | 1 | 5 | \t — |
| Effective\ttax\trate^(e) | (5)% | (30)% | 34% |

The	Company's	effective	tax	rate	is	impacted	by	the	geographic	mix	of	its	pre-tax	income.	The	Company's	foreign	operations	are	located	primarily	in	Australia and	the	United	Kingdom	("U.K.")	which	have	lower	income	tax	rates	than	the	U.S.	As	indicated	in	the	pre-tax	income	table	above,	for	the	fiscal	year	ended June	30,	2017,	the	Company	recorded	a	pre-tax	loss	on	a	consolidated	basis	comprised	of	pre-tax	income	in	the	U.S.	and	pre-tax	losses	in	foreign	jurisdictions which	includes	impairments	and	write-downs	of	approximately	$1	billion.	The	losses	in	our	foreign	operations	had	the	effect	of	reducing	the	tax	benefit	of consolidated	pre-tax	losses	measured	at	the	U.S.	statutory	rate	by	$98	million	resulting	in	a	lower	effective	tax	rate.	For	the	fiscal	years	ended	June	30,	2016	and June	30,	2015,	the	Company	recorded	pre-tax	book	income	on	a	consolidated	basis	with	pre-tax	income	in	foreign	jurisdictions.	Accordingly,	the	effect	of	foreign operations	at	lower	tax	rates	decreased	the	Company's	effective	tax	rate. (a)

For	the	fiscal	year	ended	June	30,	2017,	valuation	allowance	increased	by	$40	million	related	to	foreign	net	operating	losses,	which	more	likely	than	not	will	not be	utilized.	For	the	fiscal	year	ended	June	30,	2016,	included	in	the	change	in	valuation	allowance	is	a	tax	benefit	of	$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	during	fiscal	2016,	as	the	Company	now	expects	to	generate sufficient	U.S.	taxable	income	to	utilize	these	deferred	tax	assets	prior	to	expiration. (b)

In	the	fiscal	year	ended	June	30,	2017,	the	Company	reached	an	agreement	with	a	foreign	tax	authority	to	settle	certain	tax	issues	related	to	fiscal	years	2010 through	2015.	As	a	result	of	the	settlement,	the	Company	recorded	net	income	tax	expense	of	$63	million.	See	Uncertain	Tax	Positions	below. (c)

The	Company	recorded	non-cash	charges	of	$48	million	related	to	the	impairment	of	Goodwill,	which	was	non-deductible,	and	a	write-down	of	$360	million	on U.K.	fixed	assets,	a	portion	of	which	were	non-deductible,	which	reduced	the	Company's	tax	benefit	by	$12	million	and	$29	million,	respectively.	These impairments	and	write-downs	have	an	impact	on	our	effective	tax	rate	to	the	extent	a	tax	benefit	is	not	recorded. (d)

For	the	fiscal	year	ended	June	30,	2017,	the	effective	tax	rate	of	(5)%	represents	income	tax	expense	when	compared	to	consolidated	pre-tax	book	loss.	For	the fiscal	year	ended	June	30,	2016,	the	effective	tax	rate	of	(30)%	represents	income	tax	benefit	when	compared	to	consolidated	pre-tax	book	income.	For	the	fiscal year	ended	June	30,	2015,	the	effective	tax	rate	of	34%	represents	an	income	tax	expense	when	compared	to	consolidated	pre-tax	book	income.	As	a	result, certain	reconciling	items	between	the	U.S.	federal	income	tax	rate	and	the	Company's	effective	tax	rate	may	have	the	opposite	impact. (e)

The	Company	recognized	current	and	deferred	income	taxes	in	the	Balance	Sheets	at	June	30,	2017	and	2016,	respectively,	as	follows:

|  | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
|  | (in\tmillions) | (in\tmillions) |
| Deferred\tincome\ttax\tassets | $525 | $602 |
| Deferred\tincome\ttax\tliabilities | (61) | (171) |
| Net\tdeferred\ttax\tassets | $464 | $431 |

The	significant	components	of	the	Company's	deferred	tax	assets	and	liabilities	were	as	follows:

|  | 2017 | 2016 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Deferred\ttax\tassets: |  |  |
| Accrued\tliabilities | $80 | $185 |
| Capital\tloss\tcarryforwards | 904 | 803 |
| Retirement\tbenefit\tobligations | 101 | 112 |
| Net\toperating\tloss\tcarryforwards | 473 | 580 |
| Business\tcredits | 69 | 38 |
| Other | 284 | 213 |
| Total\tdeferred\ttax\tassets | 1,911 | 1,931 |
| Deferred\ttax\tliabilities: |  |  |
| Asset\tbasis\tdifference\tand\tamortization | (204) | (421) |
| Other | (56) | (65) |
| Total\tdeferred\ttax\tliabilities | (260) | (486) |
| Net\tdeferred\ttax\tasset\tbefore\tvaluation\tallowance | 1,651 | 1,445 |
| Less:\tvaluation\tallowance\t(See\tNote\t21—Valuation\tand\tQualifying\tAccounts) | (1,187) | (1,014) |
| Net\tdeferred\ttax\tassets | $464 | $431 |

As	of	June	30,	2017,	the	Company	had	income	tax	Net	Operating	Loss	Carryforwards	(NOLs)	(gross,	net	of	uncertain	tax	benefits),	in	various	jurisdictions	as	follows:

| Jurisdiction | Expiration | millions) |
| :--- | :--- | :--- |
| U.S.\tFederal | 2021\tto\t2037 | $783 |
| U.S.\tStates | Various | 530 |
| Australia | Indefinite | 239 |
| U.K. | Indefinite | 10 |
| Other\tForeign | Various | 388 |

Utilization	of	the	NOLs	is	dependent	on	generating	sufficient	taxable	income	from	our	operations	in	each	of	the	respective	jurisdictions	to	which	the	NOLs	relate,	while taking	into	account	tax	filing	methodologies	and	limitations	and/or	restrictions	on	our	ability	to	use	them.	Certain	of	our	U.S.	Federal	NOLs	were	acquired	as	part	of	the acquisitions	of	Move	and	Harlequin	and	are	subject	to	limitations	as	promulgated	under	Section	382	of	the	Internal	Revenue	Code	of	1986,	as	amended	(the	"Code"). Section	382	of	the	Code	limits	the	amount	of	NOL	that	we	can	use	on	an	annual	basis	to	offset	consolidated	U.S.	taxable	income.	The	NOLs	are	also	subject	to	review by	relevant	tax	authorities	in	the	jurisdictions	to	which	they	relate.

The	Company	recorded	a	deferred	tax	asset	of	$473	million	and	$580	million	(net	of	approximately	$46	million	and	$53	million,	respectively,	of	unrecognized	tax benefits)	associated	with	its	NOLs	as	of	June	30,	2017	and	2016,	respectively.	Significant	judgment	is	applied	in	assessing	our	ability	to	realize	our	NOLs	and	other	tax assets.	Management	assesses	the	available	positive	and	negative	evidence	to	estimate	if	sufficient	future	taxable	income	will	be	generated	to	utilize	existing	deferred	tax assets	within	the	applicable	expiration	period.	On	the	basis	of	this	evaluation,	valuation	allowances	of	$149	million	and	$97	million	have	been	established	to	reduce	the deferred	tax	asset	associated	with	the	Company's	NOLs	to	an	amount	that	will	more	likely	than	not	be	realized	as	of	June	30,	2017	and	2016,	respectively.	In	the	fiscal year	ended	June	30,	2017,	the	increase	in	valuation	allowance	includes	$40	million	related	to	certain	accumulated	net	operating	losses	that	were	agreed	to	as	part	of	a settlement	with	a	foreign	tax	authority.

As	of	June	30,	2017,	the	Company	had	approximately	$2.0	billion	and	$1.7	billion	of	capital	loss	carryforwards	in	Australia	and	the	U.K.,	respectively,	which	may	be carried	forward	indefinitely	and	which	are	subject	to	tax	authority	review.	Realization	of	our	capital	losses	is	dependent	on	generating	capital	gain	taxable	income	and satisfying	certain	continuity	of	business	requirements.	The	Company	recorded	a	deferred	tax	asset	of	$904	million	and	$803	million	as	of	June	30,	2017	and	2016, respectively,	for	these	capital	loss	carryforwards,	however,	it	is	more	likely	than	not	that	the	Company	will	not	generate	capital	gain	income	in	the	normal	course	of business	in	these	jurisdictions.	Accordingly,	valuation	allowances	of	$904	million	and	$803	million	have	been	established	to	reduce	the	capital	loss	carryforward deferred	tax	asset	to	an	amount	that	will	more	likely	than	not	be	realized	as	of	June	30,	2017	and	2016,	respectively.

As	of	June	30,	2017,	the	Company	had	approximately	$36	million	of	U.S.	Federal	tax	credit	carryforwards	which	includes	$23	million	of	foreign	tax	credits	and	$13 million	of	research	and	development	credits	which	begin	to	expire	in	2025	and	2036,	respectively.

As	of	June	30,	2017,	the	Company	had	approximately	$26	million	of	non-U.S.	tax	credit	carryforwards	which	expire	in	various	amounts	beginning	in	2025	and	$7 million	of	state	tax	credit	carryforwards	(net	of	U.S.	federal	benefit),	which	expire	in	various	amounts	beginning	in	2018.	In	accordance	with	the	Company's	accounting policy,	a	valuation	allowance	of	$7	million	has	been	established	to	reduce	the	deferred	tax	asset	associated	with	the	Company's	non-U.S.	and	state	credit	carryforwards to	an	amount	that	will	more	likely	than	not	be	realized	as	of	June	30,	2017.

# Tax	Sharing	and	Indemnification	Agreement

The	Company	entered	into	a	Tax	Sharing	and	Indemnification	Agreement	with	21st	Century	Fox	that	governs	the	Company's	and	21st	Century	Fox's	respective	rights, responsibilities,	and	obligations	with	respect	to	tax	liabilities	and	benefits,	tax	attributes,	tax	contests	and	other	matters	regarding	income	taxes,	non-income	taxes	and related	tax	returns.	Among	other	matters,	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	such	subsidiaries	were	a	member	of	the	21st	Century	Fox	consolidated	group.	Under	the	Tax	Sharing	and	Indemnification Agreement,	21st	Century	Fox	will	indemnify	the	Company	for	any	such	liability.

The	Tax	Sharing	and	Indemnification	Agreement	provides	that	the	Company	will	generally	indemnify	21st	Century	Fox	against	taxes	attributable	to	the	Company's assets	or	operations	for	all	tax	periods	or	portions	thereof	after	the	Separation.	For	taxable	periods	or	portions	thereof	prior	to	the	Separation,	21st	Century	Fox	will generally	indemnify	the	Company	against	U.S.	consolidated	taxes	attributable	to	such	periods,	and	the	Company	will	indemnify	21st	Century	Fox	against	the	Company's separately	filed	U.S.,	state,	and	foreign	taxes	and	foreign	consolidated	taxes	for	such	periods.

# Uncertain	Tax	Positions

The	following	table	sets	forth	the	change	in	the	Company's	unrecognized	tax	benefits,	excluding	interest	and	penalties:

|  |  | For	the	fiscal	years<br>ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Balance,\tbeginning\tof\tperiod | $86 | $129 | $58 |
| Additions\tfor\tprior\tyear\ttax\tpositions | \t 107 | 6 | 79 |
| Additions\tfor\tcurrent\tyear\ttax\tpositions | 5 | 4 | 4 |
| Reduction\tfor\tprior\tyear\ttax\tpositions | (9) | (40) | (7) |
| Lapse\tof\tthe\tstatute\tof\tlimitations | (8) | (2) | \t — |
| Settlement—cash | (21) | (2) | \t — |
| Settlement—tax\tattributes | (94) | \t — | \t — |
| Impact\tof\tcurrency\ttranslations | (2) | (9) | (5) |
| Balance,\tend\tof\tperiod | $64 | $86 | $129 |

The	Company	recognizes	interest	and	penalty	charges	related	to	unrecognized	tax	benefits	as	income	tax	expense,	which	is	consistent	with	the	recognition	in	prior reporting	periods.	The	Company	recognized	interest	and	penalty	charges	of	$11	million	and	$6	million	for	the	fiscal	years	ended	June	30,	2017	and	June	30,	2015, respectively,	and	a	benefit	related	to	interest	and	penalties	of	$1	million	for	the	fiscal	year	ended	June	30,	2016.	The	Company	recorded	liabilities	for	accrued	interest and	penalties	of	approximately	$3	million,	$6	million	and	$8	million	as	of	June	30,	2017,	2016,	and	2015,	respectively.

In	fiscal	year	ended	June	30,	2017,	the	Company	reached	an	agreement	with	a	foreign	tax	authority	to	settle	certain	tax	issues	related	to	fiscal	years	2010	through	2015. As	a	result	of	the	settlement,	the	Company	recorded	net	income	tax	expense,	including	interest	and	penalties	of	$63	million	comprised	of	a	current	tax	expense	of	$20 million	and	a	deferred	tax	expense	of	$43	million.

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	our	tax	returns,	and	therefore	the	outcome	of	tax	reviews	and	examinations	can	be	unpredictable.	The	Company	is	currently	undergoing	tax	examinations	in	several states	and	foreign	jurisdictions.	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,	the	Company	may	need	to	accrue	additional	income	tax	expense	and	our	liability	may	need	to	be	adjusted	as	new	information becomes	known	and	as	these	tax	examinations	continue	to	progress,	or	as	settlements	or	litigations	occur.

The	following	is	a	summary	of	major	tax	jurisdictions	for	which	tax	authorities	may	assert	additional	taxes	based	upon	tax	years	currently	under	audit	and	subsequent years	that	could	be	audited	by	the	respective	taxing	authorities.

It	is	reasonably	possible	that	uncertain	tax	positions	may	increase	or	decrease	in	the	next	fiscal	year,	however,	actual	developments	in	this	area	could	differ	from	those currently	expected.	As	of	June	30,	2017,	approximately	$34	million	would	affect	the	Company's	effective	income	tax	rate,	if	and	when	recognized	in	future	fiscal	years. It	is	reasonably	possible,	the	amount	of	uncertain	tax	liabilities	which	may	be	resolved	within	the	next	fiscal	year	is	between	the	range	of	approximately	nil	and	$19 million,	a	portion	of	which	will	affect	our	effective	income	tax	rate,	primarily	as	a	result	of	the	settlement	of	tax	examinations	and	the	lapsing	of	statutes	of	limitations.

The	Company	has	not	provided	for	U.S.	taxes	on	the	undistributed	earnings	of	foreign	subsidiaries	that	are	considered	to	be	reinvested	indefinitely.	Calculation	of	the unrecognized	deferred	tax	liability	for	temporary	differences	related	to	these	earnings	is	not	practicable.	Undistributed	earnings	of	foreign	subsidiaries	considered	to	be indefinitely	reinvested	amounted	to	approximately	$2.4	billion	as	of	June	30,	2017.	The	amount	of	undistributed	earnings	reflects	adjustments	related	to	the	Separation from	21st	Century	Fox	that	were	finalized	with	the	filing	of	our	income	tax	returns	in	periods	after	the	Separation.

During	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	the	Company	paid	gross	income	taxes	of	$132	million,	$103	million	and	$134	million,	respectively,	and received	income	tax	refunds	of	$9	million,	$10	million	and	$8	million,	respectively.

# NOTE	19.	SEGMENT	INFORMATION

•	 Digital	Real	Estate	Services—The	Digital	Real	Estate	Services	segment	consists	of	the	Company's	interests	in	REA	Group,	Move	and	DIAKRIT.	REA Group	is	a	publicly	traded	company	listed	on	the	Australian	Securities	Exchange	(ASX:	REA)	that	advertises	property	and	property-related	services	on	its websites	and	mobile	applications	across	Australia	and	Asia,	including	iProperty.com.	REA	Group	operates	Australia's	leading	residential	and	commercial property	websites,	realestate.com.au	and	realcommercial.com.au.	The	Company	holds	a	61.6%	interest	in	REA	Group.

•	 Other—The	Other	segment	consists	primarily	of	general	corporate	overhead	expenses,	the	corporate	Strategy	and	Creative	Group	and	costs	related	to	the U.K.	Newspaper	Matters.	The	Company's	corporate	Strategy	and	Creative	Group	was	formed	to	identify	new	products	and	services	across	its	businesses	to increase	revenues	and	profitability	and	to	target	and	assess	potential	acquisitions,	investments	and	dispositions.

|  | For	the	fiscal	years	ended<br>June	30, | For	the	fiscal	years	ended<br>June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Revenues: |  |  |  |
| News\tand\tInformation\tServices | $5,069 | $5,338 | $5,731 |
| Book\tPublishing | \t 1,636 | \t 1,646 | 1,667 |
| Digital\tReal\tEstate\tServices | 938 | 822 | 625 |
| Cable\tNetwork\tProgramming | 494 | 484 | 500 |
| Other | 2 | 2 | 1 |
| Total\tRevenues | \t 8,139 | \t 8,292 | 8,524 |
| Segment\tEBITDA: |  |  |  |
| News\tand\tInformation\tServices | $414 | $214 | $603 |
| Book\tPublishing | 199 | 185 | 221 |
| Digital\tReal\tEstate\tServices | 324 | 344 | 201 |
| Cable\tNetwork\tProgramming | 123 | 124 | 135 |
| Other | (175) | (183) | (215) |
| Depreciation\tand\tamortization | (449) | (505) | (498) |
| Impairment\tand\trestructuring\tcharges | (927) | (89) | (84) |
| Equity\t(losses)\tearnings\tof\taffiliates | (295) | 30 | 58 |
| Interest,\tnet | 39 | 43 | 56 |
| Other,\tnet | 132 | 18 | 75 |
| (Loss)\tincome\tfrom\tcontinuing\toperations\tbefore\tincome\ttax\t(expense)\tbenefit | (615) | 181 | 552 |
| Income\ttax\t(expense)\tbenefit | (28) | 54 | (185) |
| (Loss)\tincome\tfrom\tcontinuing\toperations | $(643) | $235 | $367 |

|  | For	the	fiscal	years<br>ended	June	30, | For	the	fiscal	years<br>ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Depreciation\tand\tamortization: |  |  |  |
| News\tand\tInformation\tServices | $283 | $347 | $365 |
| Book\tPublishing | 52 | 55 | 52 |
| Digital\tReal\tEstate\tServices | 78 | 69 | 44 |
| Cable\tNetwork\tProgramming | 32 | 29 | 33 |
| Other | 4 | 5 | 4 |
| Total\tDepreciation\tand\tamortization | $449 | $505 | $498 |

|  | For	the	fiscal	years<br>ended	June	30, | For	the	fiscal	years<br>ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Capital\texpenditures: |  |  |  |
| News\tand\tInformation\tServices | $165 | $174 | $238 |
| Book\tPublishing | 11 | 9 | 12 |
| Digital\tReal\tEstate\tServices | 66 | 64 | 45 |
| Cable\tNetwork\tProgramming | 14 | 8 | 7 |
| Other | \t — | 1 | 6 |
| Total\tCapital\texpenditures | $256 | $256 | $308 |

| News	and	Information	Services | $6,142 | $6,728 |
| :--- | :--- | :--- |
| Book\tPublishing | 1,845 | 1,855 |
| Digital\tReal\tEstate\tServices | 2,307 | 2,158 |
| Cable\tNetwork\tProgramming | 1,194 | 1,101 |
| Other^(a) | 1,037 | 1,371 |
| Investments | 2,027 | 2,270 |
| Total\tassets | $14,552 | $15,483 |

The	Other	segment	primarily	includes	Cash	and	cash	equivalents. (a)

| News	and	Information	Services | $2,952 | $2,651 |
| :--- | :--- | :--- |
| Book\tPublishing | 835 | 869 |
| Digital\tReal\tEstate\tServices | \t 1,420 | \t 1,499 |
| Cable\tNetwork\tProgramming | 912 | 898 |
| Other | — | 4 |
| Total\tGoodwill\tand\tintangible\tassets,\tnet | $6,119 | $5,921 |

# Geographic	Segments

|  | For	the	fiscal	years	ended | For	the	fiscal	years	ended |  |
| :--- | :--- | :--- | :--- |
|  |  | June\t30, |  |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Revenues:^(a) |  |  |  |
| U.S.\tand\tCanada^(b) | $3,880 | $3,920 | $3,808 |
| Europe^(c) | \t 1,671 | \t 1,873 | \t 1,982 |
| Australasia\tand\tOther^(d) | \t 2,588 | \t 2,499 | \t 2,734 |
| Total\tRevenues | $8,139 | $8,292 | $8,524 |

Revenues	are	attributed	to	region	based	on	location	of	customer. (a)

Revenues	include	approximately	$3.7	billion	for	fiscal	2017,	$3.8	billion	for	fiscal	2016	and	$3.6	billion	for	fiscal	2015	from	customers	in	the	U.S. (b)

Revenues	include	approximately	$1.3	billion	for	fiscal	2017,	$1.5	billion	for	fiscal	2016	and	$1.6	billion	for	fiscal	2015	from	customers	in	the	U.K. (c)

Revenues	include	approximately	$2.3	billion	for	fiscal	2017,	$2.3	billion	for	fiscal	2016	and	$2.3	billion	for	fiscal	2015	from	customers	in	Australia. (d)

Reflects	total	assets	less	current	assets,	goodwill,	intangible	assets,	investments	and	deferred	income	tax	assets. (a)

There	is	no	material	reliance	on	any	single	customer.	Revenues	are	attributed	to	countries	based	on	location	of	customers.

Australasia	comprises	Australia,	Asia,	Papua	New	Guinea	and	New	Zealand.

# NOTE	20.	ADDITIONAL	FINANCIAL	INFORMATION

# Other	Current	Assets

The	following	table	sets	forth	the	components	of	Other	current	assets	included	in	the	Balance	Sheets:

Inventory	as	of	June	30,	2017	and	2016	was	primarily	comprised	of	books,	newsprint,	printing	ink,	and	programming	rights. (a)

# Other	Non-Current	Assets

The	following	table	sets	forth	the	components	of	Other	non-current	assets	included	in	the	Balance	Sheets:

# Other	Current	Liabilities

The	following	table	sets	forth	the	components	of	Other	current	liabilities:

| Other	Current	Liabilities |  |  |
| :--- | :--- | :--- |
| The\tfollowing\ttable\tsets\tforth\tthe\tcomponents\tof\tOther\tcurrent\tliabilities: |  |  |
|  | As\tof\tJune\t30, | As\tof\tJune\t30, |
|  | 2017 | 2016 |
|  | (in\tmillions) | (in\tmillions) |
| Current\ttax\tpayable | $39 | $33 |
| Royalties\tand\tcommissions\tpayable | \t 152 | \t 179 |
| Current\tportion\tof\tlong-term\tdebt | \t 103 | 3 |
| Other | \t 306 | \t 251 |
| Total\tOther\tcurrent\tliabilities | $600 | $466 |

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

|  | For	the	fiscal	years<br>ended	June	30, | For	the	fiscal	years<br>ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
|  |  | (in\tmillions) |  |
| Gain\ton\tsale\tof\tREA\tGroup's\tEuropean\tbusiness^(a) | $107 | $— | $— |
| Gain\ton\tiProperty\ttransaction^(b) | \t — | 29 | \t — |
| Impairment\tof\tmarketable\tsecurities\tand\tcost\tmethod\tinvestments^(c) | (21) | (21) | (5) |
| Gain\ton\tsale\tof\tother\tbusinesses | 19 | 2 | \t — |
| Gain\ton\tsale\tof\tequity\tmethod\tinvestments | 11 | 1 | 7 |
| Gain\ton\tsale\tof\tmarketable\tsecurities^(d) | 7 | 1 | 29 |
| Dividends\treceived\tfrom\tcost\tmethod\tinvestments | 3 | \t — | 25 |
| Gain\ton\tsale\tof\tcost\tmethod\tinvestments | \t — | \t — | 15 |
| Other | 6 | 6 | 4 |
| Total\tOther,\tnet | $132 | $18 | $75 |

The	Company	recognized	a	pre-tax	gain	of	$107	million	for	the	fiscal	year	ended	June	30,	2017	related	to	REA	Group's	sale	of	its	European	business.	See	Note	3 —Acquisitions,	Disposals	and	Other	Transactions. (a)

See	Note	3—Acquisitions,	Disposals	and	Other	Transactions. (b)

See	Note	6—Investments. (c)

In	August	2014,	REA	Group	completed	the	sale	of	a	minority	interest	held	in	marketable	securities	for	total	cash	consideration	of	$104	million.	As	a	result	of the	sale,	REA	Group	recognized	a	pre-tax	gain	of	$29	million,	which	was	reclassified	out	of	accumulated	other	comprehensive	loss	and	included	in	Other,	net	in the	Statement	of	Operations. (d)

# Accumulated	Other	Comprehensive	Loss

The	components	of	Accumulated	other	comprehensive	loss	were	as	follows:

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Accumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax: |  |  |  |
| Unrealized\tholding\tgains\t(losses)\ton\tsecurities: |  |  |  |
| Balance,\tbeginning\tof\tyear | $20 | $19 | $24 |
| Fiscal\tyear\tactivity^(a) | (25) | 1 | (5) |
| Balance,\tend\tof\tyear | (5) | 20 | 19 |
| Benefit\tPlan\tAdjustments: |  |  |  |
| Balance,\tbeginning\tof\tyear | (445) | (413) | (384) |
| Fiscal\tyear\tactivity^(b) | 8 | (32) | (29) |
| Balance,\tend\tof\tyear | (437) | (445) | (413) |
| Foreign\tcurrency\ttranslation\tadjustments: |  |  |  |
| Balance,\tbeginning\tof\tyear | (585) | (188) | 971 |
| Fiscal\tyear\tactivity^(c) | 75 | (397) | (1,159) |
| Balance,\tend\tof\tyear | (510) | (585) | (188) |
| Share\tof\tother\tcomprehensive\tincome\tfrom\tequity\taffiliates,\tnet: |  |  |  |
| Balance,\tbeginning\tof\tyear | (16) | — | (1) |
| Fiscal\tyear\tactivity^(d) | 4 | (16) | 1 |
| Balance,\tend\tof\tyear | (12) | (16) | — |
| Total\taccumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax: |  |  |  |
| Balance,\tbeginning\tof\tyear | (1,026) | (582) | 610 |
| Fiscal\tyear\tactivity,\tnet\tof\tincome\ttaxes | 62 | (444) | (1,192) |
| Balance,\tend\tof\tyear | $(964) | $(1,026) | $(582) |

Excludes	$9	million,	($1)	million	and	($24)	million	relating	to	noncontrolling	interests	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015,	respectively. (c)

# NOTE	21.	VALUATION	AND	QUALIFYING	ACCOUNTS

|  | Balance	at<br>beginning<br>of	year | Additions | Acquisitions<br>and	disposals | Utilization | Foreign<br>exchange | Balance	at<br>end	of<br>year |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) |  |  |  |
| Fiscal\t2017 |  |  |  |  |  |  |
| Allowances\tfor\treturns\tand\tdoubtful\taccounts | $(213) | $(603) | $(2) | $611 | $(1) | $(208) |
| Deferred\ttax\tvaluation\tallowance | (1,014) | (92) | (92) | 23 | (12) | (1,187) |
| Fiscal\t2016 |  |  |  |  |  |  |
| Allowances\tfor\treturns\tand\tdoubtful\taccounts | $(220) | $(566) | $(12) | $582 | $3 | $(213) |
| Deferred\ttax\tvaluation\tallowance | (1,308) | (8) | 109 | 114 | 79 | (1,014) |
| Fiscal\t2015 |  |  |  |  |  |  |
| Allowances\tfor\treturns\tand\tdoubtful\taccounts | $(175) | $(573) | $(68) | $586 | $10 | $(220) |
| Deferred\ttax\tvaluation\tallowance | (1,393) | (102) | (186) | 290 | 83 | (1,308) |

# NOTE	22.	QUARTERLY	DATA	(UNAUDITED)

|  |  | For	the	three	months	ended |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | September\t30, | December\t31, | March\t31, | June\t30, |
|  |  | (in\tmillions,\texcept\tper\tshare\tamounts) | (in\tmillions,\texcept\tper\tshare\tamounts) |  |
| Fiscal\t2017 |  |  |  |  |
| Revenues | $1,965 | $2,116 | $1,978 | $2,080 |
| Loss\tfrom\tcontinuing\toperations\tattributable\tto\tNews\tCorporation\tstockholders^(a) | (15) | (289) | (5) | (429) |
| Income\tfrom\tdiscontinued\toperations,\tnet\tof\ttax^(b) | — | — | — | — |
| Net\tloss\tattributable\tto\tNews\tCorporation\tstockholders | (15) | (289) | (5) | (429) |
| Loss\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare— |  |  |  |  |
| basic\tand\tdiluted | $(0.03) | $(0.50) | $(0.01) | $(0.74) |
| Income\tfrom\tdiscontinued\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare |  |  |  |  |
| —basic\tand\tdiluted | — | — | — | — |
| Loss\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand\tdiluted | $(0.03) | $(0.50) | $(0.01) | $(0.74) |
| Fiscal\t2016 |  |  |  |  |
| Revenues | $2,014 | $2,161 | $1,891 | $2,226 |
| Income\t(loss)\tfrom\tcontinuing\toperations\tattributable\tto\tNews\tCorporation\tstockholders^(a) | 129 | 87 | (147) | 95 |
| Income\t(loss)\tfrom\tdiscontinued\toperations,\tnet\tof\ttax^(b) | 46 | (24) | (2) | (5) |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation\tstockholders | 175 | 63 | (149) | 90 |
| Income\t(loss)\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper |  |  |  |  |
| share—basic\tand\tdiluted | $0.22 | $0.15 | $(0.26) | $0.16 |
| Income\t(loss)\tfrom\tdiscontinued\toperations\tavailable\tto\tNews\tCorporation\tstockholders\tper |  |  |  |  |
| share—basic\tand\tdiluted | 0.08 | (0.04) | — | (0.01) |
| Income\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand\tdiluted | $0.30 | $0.11 | $(0.26) | $0.15 |

Income	(loss)	from	continuing	operations	includes	the	impact	of	the	following	items: (a)

•	 During	the	second	quarter	of	fiscal	2017,	the	Company	recognized	a	non-cash	impairment	charge	of	approximately	$310	million	primarily	related	to	the write-down	of	fixed	assets	at	the	Australian	newspapers.	(See	Note	7—Property,	Plant	and	Equipment).	The	Company	also	recognized	a	$227	million	non- cash	write-down	of	the	carrying	value	of	its	investment	in	Foxtel	to	fair	value.	(See	Note	6—Investments).

During	the	second	quarter	of	fiscal	2017,	REA	Group	sold	its	European	business	which	resulted	in	a	pre-tax	gain	of	$120	million.	The	gain	was	partially offset	in	the	third	quarter	of	fiscal	2017	by	$13	million	related	to	the	impact	of	foreign	currency	fluctuations	on	the	receipt	of	the	sales	proceeds,	which	were received	in	February	2017,	and	certain	other	currency	translation	impacts.	(See	Note	3—Acquisitions,	Disposals	and	other	Transactions).	(See	Note	7— Property,	Plant	and	Equipment).

•	 During	the	fourth	quarter	of	fiscal	2017,	the	Company	recognized	approximately	$464	million	in	impairment	charges,	primarily	related	to	the	write-down	of fixed	assets	at	the	U.K.	newspapers.	(See	Note	7—Property,	Plant	and	Equipment).

•The	$106	million	tax	benefit	recognized	during	the	first	quarter	of	fiscal	2016	related	to	the	release	of	previously	established	valuation	allowances	related	to certain	U.S.	federal	net	operating	losses	and	state	deferred	tax	assets.	(See	Note	18—Income	Taxes).

•In	the	third	quarter	of	fiscal	2016,	the	Company	recognized	one-time	costs	of	approximately	$280	million	in	connection	with	the	settlement	of	certain litigation	and	related	claims	at	News	America	Marketing.	(See	Note	15—Commitments	and	Contingencies).

•In	the	fourth	quarter	of	fiscal	2016,	the	Company	recognized	a	gain	of	$122	million	in	connection	with	the	settlement	of	litigation	with	Zillow,	which	reflects settlement	proceeds	received	from	Zillow	of	$130	million,	less	$8	million	paid	to	NAR.	(See	Note	15—Commitments	and	Contingencies).

Income	(loss)	from	discontinued	operations	includes	the	impact	of	the	following	items: (b)

•In	the	first	quarter	of	fiscal	2016,	the	Company	recognized	a	pre-tax	non-cash	impairment	charge	of	$76	million	reflecting	a	write	down	of	the	digital education	business	to	its	fair	value	less	costs	to	sell.	Additionally,	during	the	first	quarter	of	fiscal	2016,	the	Company	recognized	a	tax	benefit	of	$144 million	upon	reclassification	of	the	Digital	Education	segment	to	discontinued	operations.	(See	Note	4—Discontinued	Operations	and	Note	18—Income Taxes).

# NOTE	23.	SUBSEQUENT	EVENTS

In	July	2017,	REA	Group	acquired	an	80.3%	interest	in	Smartline	Home	Loans	Pty	Limited	("Smartline")	for	A$69	million	in	cash	(approximately	$55	million).	The minority	shareholders	have	the	option	to	sell	the	remaining	19.7%	interest	to	REA	Group	beginning	three	years	after	closing	at	a	price	dependent	on	the	financial performance	of	Smartline.	If	the	option	is	not	exercised,	the	minority	interest	will	become	mandatorily	redeemable	four	years	after	closing.	As	a	result,	REA	Group	will recognize	a	liability	in	the	first	quarter	of	fiscal	2018	for	the	present	value	of	the	amount	expected	to	be	paid	for	the	remaining	interest	based	on	the	formula	specified	in the	acquisition	agreement.	Smartline	is	one	of	Australia's	premier	mortgage	broking	franchise	groups,	and	the	investment	provides	REA	Group's	financial	services business	with	greater	scale	and	capability.	The	Company	is	currently	in	the	process	of	evaluating	the	purchase	accounting	implications,	and	as	a	result,	disclosures required	under	ASC	805-10-50-2(h)	cannot	be	made	at	this	time.

In	August	2017,	the	Company	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	October	18,	2017	to	stockholders	of	record	as	of	September	13,	2017.

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# ITEM 9A.	CONTROLS	AND	PROCEDURES

# Disclosure	Controls	and	Procedures

The	Company's	management,	with	the	participation	of	the	Company's	Chief	Executive	Officer	and	Chief	Financial	Officer,	has	evaluated	the	effectiveness	of	the Company's	disclosure	controls	and	procedures	(as	such	term	is	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Exchange	Act)	as	of	the	end	of	the	period	covered	by this	Annual	Report.	Based	on	such	evaluation,	the	Company's	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that,	as	of	the	end	of	such	period,	the Company's	disclosure	controls	and	procedures	were	effective	in	recording,	processing,	summarizing	and	reporting	on	a	timely	basis,	information	required	to	be disclosed	by	the	Company	in	the	reports	that	it	files	or	submits	under	the	Exchange	Act	and	were	effective	in	ensuring	that	information	required	to	be	disclosed	by	the Company	in	the	reports	that	it	files	or	submits	under	the	Exchange	Act	is	accumulated	and	communicated	to	the	Company's	management,	including	the	Company's Chief	Executive	Officer	and	Chief	Financial	Officer,	as	appropriate	to	allow	timely	decisions	regarding	required	disclosure.

Management's	report	and	the	report	of	the	independent	registered	public	accounting	firm	thereon	are	set	forth	on	pages	79	and	80,	respectively,	and	are	incorporated herein	by	reference.

# Changes	in	Internal	Control	over	Financial	Reporting

There	has	been	no	change	in	the	Company's	internal	control	over	financial	reporting	(as	such	term	is	defined	in	Rules	13a-15(f)	and	15d-15(f)	under	the	Exchange	Act) during	the	Company's	fourth	quarter	of	the	fiscal	year	ended	June	30,	2017	that	has	materially	affected,	or	is	reasonably	likely	to	materially	affect,	the	Company's internal	control	over	financial	reporting.

# ITEM	9B. OTHER	INFORMATION

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

The	information	required	by	this	item	with	respect	to	the	Company's	Directors	is	contained	in	the	Proxy	Statement	for	the	Company's	2017	Annual	Meeting	of Stockholders	(the	"Proxy	Statement")	to	be	filed	with	the	SEC	under	the	heading	"Proposal	No.	1:	Election	of	Directors"	and	is	incorporated	by	reference	in	this	Annual Report.

The	information	required	by	this	item	with	respect	to	the	Company's	executive	officers	is	contained	in	the	Proxy	Statement	under	the	heading	"Executive	Officers	of News	Corporation"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	compliance	with	Section	16(a)	of	the	Exchange	Act	is	contained	in	the	Proxy	Statement	under	the	heading	"Section 16(a)	Beneficial	Ownership	Reporting	Compliance"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	the	Company's	Standards	of	Business	Conduct	and	Code	of	Ethics	is	contained	in	the	Proxy	Statement	under	the heading	"Corporate	Governance	Matters—Corporate	Governance	Policies"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	the	procedures	by	which	security	holders	may	recommend	nominees	to	the	Board	of	Directors	is	contained	in	the Proxy	Statement	under	the	heading	"Corporate	Governance	Matters—Stockholder	Recommendation	of	Director	Candidates"	and	is	incorporated	by	reference	in	this Annual	Report.

The	information	required	by	this	item	with	respect	to	the	Company's	Audit	Committee,	including	the	Audit	Committee's	members	and	its	financial	expert,	is	contained in	the	Proxy	Statement	under	the	heading	"Corporate	Governance	Matters—Board	Committees"	and	is	incorporated	by	reference	in	this	Annual	Report.

# ITEM	11. EXECUTIVE	COMPENSATION

The	information	required	by	this	item	with	respect	to	executive	compensation	and	director	compensation	is	contained	in	the	Proxy	Statement	under	the	headings "Compensation	Discussion	and	Analysis,"	"Executive	Compensation"	and	"Director	Compensation,"	respectively,	and	is	incorporated	by	reference	in	this	Annual Report.

The	information	required	by	this	item	with	respect	to	compensation	committee	interlocks	and	insider	participation	is	contained	in	the	Proxy	Statement	under	the	heading "Compensation	Committee	Interlocks	and	Insider	Participation"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	compensation	committee	report	required	by	this	item	is	contained	in	the	Proxy	Statement	under	the	heading	"Report	of	the	Compensation	Committee"	and	is incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	compensation	policies	and	practices	as	they	relate	to	the	Company's	risk	management	is	contained	in	the	Proxy Statement	under	the	heading	"Risks	Related	to	Compensation	Policies	and	Practices"	and	is	incorporated	by	reference	in	this	Annual	Report.

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER	MATTERS

The	information	required	by	this	item	with	respect	to	securities	authorized	for	issuance	under	the	Company's	equity	compensation	plans	is	contained	in	the	Proxy Statement	under	the	heading	"Equity	Compensation	Plan	Information"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	the	security	ownership	of	certain	beneficial	owners	and	management	is	contained	in	the	Proxy	Statement	under	the heading	"Security	Ownership	of	News	Corporation"	and	is	incorporated	by	reference	in	this	Annual	Report.

# ITEM	13. CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE

The	information	required	by	this	item	with	respect	to	transactions	with	related	persons	is	contained	in	the	Proxy	Statement	under	the	heading	"Corporate	Governance Matters—Related	Person	Transactions	Policy"	and	is	incorporated	by	reference	in	this	Annual	Report.

The	information	required	by	this	item	with	respect	to	director	independence	is	contained	in	the	Proxy	Statement	under	the	headings	"Corporate	Governance	Matters— Director	Independence"	and	"Corporate	Governance	Matters—Board	Committees"	and	is	incorporated	by	reference	in	this	Annual	Report.

# ITEM	14. PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES

The	information	required	by	this	item	is	contained	in	the	Proxy	Statement	under	the	headings	"Fees	Paid	to	Independent	Registered	Public	Accounting	Firm"	and	"Audit Committee	Pre-Approval	Policies	and	Procedures"	and	is	incorporated	by	reference	in	this	Annual	Report.

# PART	IV

# ITEM	15. EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES

(a) The	following	documents	are	filed	as	part	of	this	report:

1. The	Company's	Consolidated	Financial	Statements	required	to	be	filed	as	part	of	this	Annual	Report	and	the	Reports	of	Independent	Registered	Public Accounting	Firm	are	included	in	Part	II,	Item	8.	Financial	Statements	and	Supplementary	Data.

2. All	other	financial	statement	schedules	are	omitted	because	the	required	information	is	not	applicable,	or	because	the	information	called	for	is	included in	the	Company's	Consolidated	Financial	Statements	or	the	Notes	to	the	Consolidated	Financial	Statements.

3. Exhibits—The	exhibits	listed	on	the	accompanying	Exhibit	Index	filed	or	incorporated	by	reference	as	part	of	this	Annual	Report	and	such	Exhibit Index	is	incorporated	herein	by	reference.	On	the	Exhibit	Index,	a	"±"	identifies	each	management	contract	or	compensatory	plan	or	arrangement required	to	be	filed	as	an	exhibit	to	this	Annual	Report,	and	such	listing	is	incorporated	herein	by	reference.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned,	thereunto	duly	authorized.

(Registrant)

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	registrant	and	in	the capacities	and	on	the	dates	indicated:

# EXHIBIT	INDEX

10.16 Amendment	No.	1,	dated	as	of	October	23,	2015,	to	the	Credit	Agreement,	dated	as	of	October	23,	2013,	among	News	Corporation,	as	borrower,	the lenders	from	time	to	time	party	thereto,	JPMorgan	Chase	Bank,	N.A.	and	Citibank,	N.A.,	as	co-administrative	agents,	JPMorgan	Chase	Bank,	N.A.,	as designated	agent,	and	the	other	parties	thereto.	(Incorporated	by	reference	to	Exhibit	10.1	to	the	Current	Report	of	News	Corporation	on	Form	8-K (File	No.	001-35769)	filed	with	the	Securities	and	Exchange	Commission	on	October	26,	2015.)

101 The	following	financial	information	from	the	Registrant's	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	June	30,	2017	formatted	in	XBRL (eXtensible	Business	Reporting	Language):	(i)	Consolidated	Statements	of	Operations	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015;	(ii) Consolidated	Statements	of	Comprehensive	Loss	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015;	(iii)	Consolidated	Balance	Sheets	as	of June	30,	2017	and	2016;	(iv)	Consolidated	Statements	of	Cash	Flows	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015;	(v)	Consolidated Statements	of	Equity	for	the	fiscal	years	ended	June	30,	2017,	2016	and	2015	and	(vi)	Notes	to	the	Consolidated	Financial	Statements.	*

* Filed	herewith

** Furnished	herewith

± Management	contract	or	compensatory	plan	or	arrangement


what percentage of the intangible assets is related to the license of the realtor.com ae trademark?
intangible_assets = 216
trademark_assets = 116
percent_related = trademark_assets / intangible_assets
answer = percent_related * 100