# 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)

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

(Zip	Code)

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

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

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	every	Interactive	Data	File	required	to	be	submitted	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	such	files).				Yes		☒				No		☐

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	a	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 	 ☐

		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	28,	2018,	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	$4,309,425,180,	based	upon	the	closing	price	of	$11.25	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	$1,384,737,608,	based	upon	the	closing	price	of	$11.46	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	2019	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	and	other	products	and	services	to	consumers	and	businesses	throughout	the	world.	The Company	comprises	businesses	across	a	range	of	media,	including	news	and	information	services,	subscription	video	services	in	Australia,	book	publishing and	digital	real	estate	services,	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	Sun,	The	Times,	HarperCollins	Publishers,	Foxtel,	FOX	SPORTS	Australia,	realestate.com.au,	realtor.com®, talkSPORT	and	many	others.

The	Company's	commitment	to	premium	content	makes	its	properties	a	premier	destination	for	news,	information	and	entertainment.	The	Company distributes	its	content	and	other	products	and	services	to	consumers	across	various	platforms	consisting	of	traditional	print	and	television,	as	well	as	an	array of	digital	platforms	including	websites,	applications	for	mobile	devices	and	tablets,	social	media	and	e-book	devices.	The	Company	believes	that	the increasing	number	of	media	choices	and	formats	will	allow	it	to	continue	to	deliver	its	content	and	other	products	and	services	in	a	more	engaging,	timely and	personalized	manner	and	provide	opportunities	for	more	effective	monetization	via	strong	customer	relationships	and	more	compelling	and	engaging advertising	solutions.	The	Company	is	pursuing	multiple	strategies	to	exploit	these	opportunities,	including	sharing	technologies	and	practices	across geographies	and	businesses	and	bundling	selected	offerings	to	provide	greater	value	to	consumers	and	advertising	partners.

The	Company's	diversified	revenue	base	includes	recurring	subscriptions,	circulation	sales,	advertising	sales,	sales	of	real	estate	listing	products,	licensing fees	and	other	consumer	product	sales.	Headquartered	in	New	York,	the	Company	operates	primarily	in	the	United	States,	Australia	and	the	U.K.,	with	its content	and	other	products	and	services	distributed	and	consumed	worldwide.	The	Company's	operations	are	organized	into	five	reporting	segments: (i)	News	and	Information	Services;	(ii)	Subscription	Video	Services;	(iii)	Book	Publishing;	(iv)	Digital	Real	Estate	Services;	and	(v)	Other,	which	includes the	Company's	general	corporate	overhead	expenses,	corporate	Strategy	Group	and	costs	related	to	the	U.K.	Newspaper	Matters	(as	defined	in	"Item	3. Legal	Proceedings").

The	Company	maintains	a	52-53	week	fiscal	year	ending	on	the	Sunday	nearest	to	June	30	in	each	year.	Fiscal	2019,	fiscal	2018	and	fiscal	2017	each included	52	weeks.	Unless	otherwise	noted,	all	references	to	the	fiscal	years	ended	June	30,	2019,	June	30,	2018	and	June	30,	2017	relate	to	the	fiscal	years ended	June	30,	2019,	July	1,	2018	and	July	2,	2017,	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,	2019	(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").	The	information	on	the	Company's	website is	not,	and	shall	not	be	deemed	to	be,	a	part	of	this	Annual	Report	or	incorporated	into	any	other	filings	it	makes	with	the	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.	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."

|  | For	the	fiscal	year | For	the	fiscal	year |
| :--- | :--- | :--- |
|  | ended\tJune\t30,\t2019 | ended\tJune\t30,\t2019 |
|  | Segment | Segment |
|  | Revenues | EBITDA |
|  | (in\tmillions) |  |
| News\tand\tInformation\tServices | $\t\t4,956 | $\t\t417 |
| Subscription\tVideo\tServices | 2,202 | 380 |
| Book\tPublishing | 1,754 | 253 |
| Digital\tReal\tEstate\tServices | 1,159 | 384 |
| Other | 3 | (190) |

# 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,	a	global	video

advertising	marketplace,	Wireless	Group,	operator	of	talkSPORT,	the	leading	sports	radio	network	in	the	U.K.,	and	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	subscription	sales	of	its	print	and	digital	products.	Advertising	revenues	at	the News	and	Information	Services	segment	are	subject	to	seasonality,	with	revenues	typically	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,	or	apps,	for	mobile	devices,	tablets	and	e-book	readers,	newsletters,	magazines,	proprietary	databases,	live journalism,	video	and	podcasts.	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	and	MarketWatch.	Dow	Jones's	revenue	is	diversified	across	business-to-consumer	and business-to-business	subscriptions,	circulation,	advertising,	including	custom	content	and	sponsorships,	licensing	fees	for	its	print	and	digital	products	and participation	fees	for	its	live	journalism	events.	For	the	year	ended	June	30,	2019,	consumer	products	and	professional	information	products	represented approximately	73%	and	27%,	respectively,	of	total	Dow	Jones	revenues,	and	approximately	62%	of	total	Dow	Jones	revenues	was	generated	by	digital	sales.

# 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.	Dow	Jones	continues	to	capitalize	on	new	digital	distribution	platforms	and technologies	for	these	products	as	consumer	preferences	for	content	consumption	evolve.	Digital	revenues	accounted	for	55%	and	40%	of	consumer circulation	and	advertising	revenues,	respectively,	in	fiscal	2019.	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	seven	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	apps	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),	as	well	as	podcasts.	WSJ	also	distributes	content	through	third	party	subscription	and	non-subscription	platform providers,	such	as	Apple	News+,	which	is	referred	to	as	off-platform	distribution.	For	the	year	ended	June	30,	2019,	WSJ	Mobile	(including WSJ.com	accessed	via	mobile	devices,	as	well	as	apps,	and	excluding	off-platform	distribution)	accounted	for	approximately	58%	of	visits	to WSJ's	digital	news	and	information	products	according	to	Adobe	Analytics.

•	 Barron's	Group.	The	Barron's	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	apps,	a	mobile	site	and	MarketWatch	Premium	Newsletters.

•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.

•Live	Journalism.	Dow	Jones	offers	a	number	of	conferences	and	events	each	year,	including	WSJ	Tech	D-Live,	its	C-suite	conferences	such	as CEO	and	CFO	Council,	the	Women	In	series,	the	Future	Of	series,	Global	Food	Forum	and	Barron's	Summits.	These	live	journalism	events offer	advertisers	and	sponsors	the	opportunity	to	reach	a	select	group	of	influential	leaders	from	industry,	finance,	government	and	policy. Many	of	these	programs	also	earn	revenue	from	participation	fees	charged	to	attendees.

The	following	table	provides	information	regarding	issue	sales	and	subscriptions	(excluding	off-platform	distribution)	for	certain	Dow	Jones	consumer products:

|  | The	Wall		Street	Journal(1) |  | Barron's(1) |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Average | Average | Average | Average |
|  | Global\tIssue | Global | Global\tIssue | Global |
| (in\t000's) | Sales(2) | Subscriptions | Sales(2) | Subscriptions |
| Print(3) | 1,005 | 799 | 290 | 280 |
| Digital\tOnly | 1,829 | 1,818 | 299 | 299 |
| Total | 2,834 | 2,617 | 589 | 579 |

(1) Based	on	internal	data	for	the	period	from	April	1,	2019	to	June	30,	2019,	with	independent	assurance	provided	by	PricewaterhouseCoopers	LLP	UK.

(2) 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.

(3) 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.

The	following	table	provides	information	regarding	the	digital	platforms	(excluding	off-platform	distribution)	for	certain	Dow	Jones	consumer	products:

|  | FY2019	Average<br>Monthly	Visits(1) | FY2019	Average<br>Monthly	Page	Views(2) | FY2019	Average<br>Monthly	Unique	Users(3) |
| :--- | :--- | :--- | :--- |
| WSJ | 91\tmillion | 272\tmillion | 38\tmillion |
| MarketWatch | 68\tmillion | 165\tmillion | 29\tmillion |
| WSJDN | 170\tmillion | 460\tmillion | 75\tmillion |

(1) Includes	visits	via	websites	and	mobile	device	and	tablet	apps	based	on	Adobe	Analytics	for	the	12	months	ended	June	30,	2019.

(2) Includes	page	views	via	websites	and	mobile	device	and	tablet	apps	based	on	Adobe	Analytics	for	the	12	months	ended	June	30,	2019.

(3) Includes	aggregate	unique	users	accessing	websites	and	mobile	device	and	tablet	apps	based	on	Adobe	Analytics	for	the	12	months	ended	June	30, 2019.	See	"Part	I.	Business—Explanatory	Note	Regarding	Certain	Key	Metrics"	for	more	information	regarding	the	calculation	of	unique	users.

# 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	consist	of	its	Knowledge	and	Insight,	Dow	Jones	Risk	&	Compliance	and	Dow	Jones	Newswires	products,	which	represented	45%,	31%	and 24%,	respectively,	of	fiscal	2019	professional	information	product	revenues.	Specific	products	include	the	following:

•	 Knowledge	and	Insight.	Dow	Jones	Knowledge	and	Insight	products	consist	primarily	of	Factiva,	a	leading	provider	of	global	business content,	built	on	an	archive	of	important	original	and	licensed	publishing	sources.	Factiva	offers	content	from	over	33,000	global	news	and information	sources	from	over	200	countries	and	in	28	languages.	This	combination	of	business	news	and	information,	plus	sophisticated	tools, helps	professionals	find,	monitor,	interpret	and	share	essential	information.	As	of	June	30,	2019,	there	were	approximately	1.2	million activated	Factiva	users,	including	both	institutional	and	individual	accounts.

•	 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	and	partners	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.	Dow	Jones	also	provides	an	online	solution	for	supplier	risk	assessment,	RiskCenter	KYBP (Know	Your	Business	Partner),	which	provides	customers	with	automated	risk	and	compliance	checks	via	questionnaires	and	embedded scoring.	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	customers	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	14,000	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,	owning	over	150	newspapers	covering	a	national, regional	and	suburban	footprint.	During	the	year	ended	May	31,	2019,	its	daily,	Sunday,	weekly	and	bi-weekly	newspapers	were	read	by	over	7.7	million Australians	on	average	every	week.	In	addition,	its	digital	mastheads	are	among	the	leading	digital	news	properties	in	Australia	based	on	monthly	unique audience	data	and	had	approximately	517,300	aggregate	closing	subscribers	as	of	June	30,	2019.

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	Geelong,	across	the	state	of	Queensland	and	in	the	capital	cities	of	Hobart	and	Darwin.

The	following	table	provides	information	regarding	key	properties	within	News	Corp	Australia's	portfolio:

|  |  | Total	Paid	Subscribers	for | Total	Monthly	Audience |
| :--- | :--- | :--- | :--- |
|  | Average\tDaily\tPaid\nPrint\tCirculation(1) | Combined\tMasthead\n(Print\tand\t\tDigital)(2) | for\tCombined\tMasthead\n(Print\tand\t\tDigital)(3) |
| The\tAustralian\t(Mon\t–\tFri) | 83,684 | 164,968 | 3.7\tmillion |
| The\tWeekend\tAustralian\t(Sat) | 207,837 |  |  |
| The\tDaily\tTelegraph\t(Mon\t–\tSat) | 167,785 | 87,560 | 4.3\tmillion |
| The\tSunday\tTelegraph | 299,352 |  |  |
| Herald\tSun\t(Mon\t–\tSat) | 245,255 | 107,816 | 4.1\tmillion |
| Sunday\tHerald\tSun | 295,514 |  |  |
| The\tCourier\tMail\t(Mon\t–\tSat) | 104,879 | 81,949 | 2.5\tmillion |
| The\tSunday\tMail | 228,467 |  |  |
| The\tAdvertiser\t(Mon\t–\tSat) | 97,173 | 81,167 | 1.8\tmillion |
| Sunday\tMail | 153,496 |  |  |

(3) Based	on	Enhanced	Media	Metrics	Australia	("EMMA")	average	monthly	print	readership	data	for	the	year	ended	May	31,	2019	and	Nielsen	desktop, mobile	and	tablet	audience	data	for	May	2019.	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.

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	9.9	million	based	on Nielsen	monthly	total	audience	ratings	for	the	year	ended	June	30,	2019.	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, 2019,	News	Corp	Australia's	other	assets	included	a	14.6%	interest	in	HT&E	Limited,	which	operates	a	portfolio	of	Australian	radio	and	outdoor	media assets,	and	a	30.2%	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	that	together	accounted	for approximately	one-third	of	all	national	newspaper	sales	as	of	June	30,	2019.	The	Sun	is	the	most	read	national	paid	print	news	brand	in	the	U.K.,	and	The Times	and	The	Sunday	Times	are	the	most	read	national	newspapers	in	the	U.K.	quality	market.	Together,	across	print	and	digital,	these	brands	now	reach two-thirds	of	adult	news	readers	in	the	U.K.,	or	approximately	32	million	people,	based	on	PAMCo	data	for	the	year	ended	March	31,	2019.	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	advertising,	circulation	and	subscription	sales	for	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	apps.	News	UK's	online	and	mobile offerings	during	the	year	included	the	rights	to	show	English	Premier	League	Football	match

clips	across	its	digital	platforms.	In	addition,	News	UK	has	assembled	a	portfolio	of	complementary	ancillary	product	offerings,	including	Sun	Bingo.	The following	table	provides	information	regarding	News	UK's	news	portfolio:

|  | Average	Issue<br>Readership(1) | Average	Daily	Paid<br>Print	Circulation(2) | Paid	Subscribers(3) | Monthly	Global	Unique<br>Users(5) |
| :--- | :--- | :--- | :--- | :--- |
| The\tSun\t(Mon\t–\tSat) | 2,740,000 | 1,483,991 | N/A | 113\tmillion |
| The\tSun\ton\tSunday | 2,188,000 | 1,245,106 | N/A |  |
| The\tTimes\t(Mon\t–\tSat) | 943,000 | 411,884 | 165,493\t(print)(4) | N/A |
|  |  |  | 292,655\t(digital) |  |
| The\tSunday\tTimes | 1,673,000 | 728,344 | 203,612\t(print)(4) | N/A |

(1) Based	on	Publishers	Audience	Measurement	Company	("PAMCo")	data	for	the	12	months	ended	March	31,	2019.

(2) Based	on	Audit	Bureau	of	Circulation	("ABC")	data	for	the	six	months	ended	June	30,	2019.

(4) 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.

(5) Includes	aggregate	unique	users	accessing	websites	and	mobile	device	and	tablet	apps	based	on	Google	Analytics	data	for	the	month	ended	June	30, 2019.	See	"Part	I.	Business—Explanatory	Note	Regarding	Certain	Key	Metrics."	News	UK	transitioned	from	ABC	Electronic	(Omniture)	to	Google Analytics	in	the	fourth	quarter	of	fiscal	2019.	Google	made	certain	algorithm	changes	during	the	quarter	that	contributed	to	an	increase	in	the	number of	unique	users	reported.	As	a	result,	the	Google	Analytics	user	data	provided	in	the	table	above	is	not	directly	comparable	to	the	data	provided	in	the prior	year's	Annual	Report.

# 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	apps	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	at	its	Bronx	printing	facility,	as	well	as	throughout	the	Northeast,	Florida	and	California,	where	it	uses	Dow Jones's	printing	facilities	and	third	party	printers.	For	the	three	months	ended	June	30,	2019,	average	weekday	circulation	based	on	Alliance	for	Audited Media	data,	including	mobile	and	tablet	app	digital	editions,	was	418,503.	In	addition,	the	Post	Digital	Network,	which	includes	NYPost.com,	PageSix.com and	Decider.com,	reached	approximately	101.4	million	unique	users	on	average	each	month	during	the	quarter	ended	June	30,	2019	according	to	Google Analytics.	See	"Part	I.	Business—Explanatory	Note	Regarding	Certain	Key	Metrics"	for	information	regarding	the	calculation	of	unique	users	and	note	5	in the	preceding	table	regarding	algorithm	changes	made	by	Google.

# News	America	Marketing

News	America	Marketing	("NAM")	is	a	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	app.

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

•In-Store	Advertising	and	Merchandising	(53%	of	fiscal	2019	NAM	revenues).	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.

•	 Home-Delivered	(41%	of	fiscal	2019	NAM	revenues).	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.

•	 Mobile/Digital	(6%	of	fiscal	2019	NAM	revenues).	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 app,	a	leading	receipt	recognition	app	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	recently	announced	that	it	is	reviewing	strategic	options	for	NAM,	including	a	potential	sale.	There is	no	assurance	regarding	the	timing	of	any	action	or	transaction,	nor	that	the	strategic	review	will	result	in	a	transaction	or	other	strategic	change.

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	app-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	apps,	news	aggregators, blogs,	search	engines,	social	media	networks,	digital	advertising	networks	and	exchanges,	bidding	and	other	programmatic	advertising	buying	channels,	as well	as	other	emerging	media	and	distribution	platforms,	including	off-platform	distribution	of	its	products.	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	and	Refinitiv,	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	apps,	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.

# Subscription	Video	Services

The	Company's	Subscription	Video	Services	segment	provides	video	sports,	entertainment	and	news	services	to	pay-TV	subscribers	and	other	commercial licensees,	primarily	via	cable,	satellite	and	internet	distribution.	This	segment	consists	of	(i)	the	Company's	65%	interest	in	NXE	Australia	Pty	Limited, which	was	formed	to	combine	News	Corp	and	Telstra	Corporation	Limited's	interests	in	the	Foxtel	Group	and	FOX	SPORTS	Australia	and	is	referred	to herein	as	"Foxtel"	(the	remaining	35%	interest	in	Foxtel	is	held	by	Telstra),	and	(ii)	Australian	News	Channel	("ANC").

# Foxtel

Foxtel	is	the	largest	pay-TV	provider	in	Australia,	delivering	nearly	200	channels	(including	standard	definition	channels,	high	definition	versions	of	some of	those	channels,	audio	channels	and	one	4K	Ultra	HD	channel)	covering	sports,	general	entertainment,	movies,	documentaries,	music,	children's programming	and	news.	Foxtel	offers	the	leading	sports	programming	content	in	Australia,	with	unique	rights	across	key	sports	and	a	suite	of	channels	that includes	FOX	LEAGUE,	FOX	SPORTS	503,	FOX	FOOTY,	FOX	SPORTS	505,	FOX	SPORTS	506,	FOX	SPORTS	MORE,	FOX	SPORTS	NEWS	and	its new	FOX	CRICKET	channel.	Foxtel's	channels	together	broadcast	approximately	15,000	hours	of	live	sports	programming	per	year,	encompassing	both live	national	and	international	licensed	sports	events	such	as	National	Rugby	League,	Australian	Football	League,	Cricket	Australia,	the	domestic	football league,	the	Australian	Rugby	Union	and	various	motorsports	programming,	as	well	as	other	featured	original	and	licensed	premium	sports	content	tailored to	the	Australian	market.	Foxtel's	premium	entertainment	and	news	content	includes	television	programming	from	HBO,	FOX	and	NBCUniversal,	as	well as	Foxtel-produced	dramas,	and	29	channels	owned	and	operated	by	Foxtel,	including	general	entertainment	and	movie	channels	(which	provide	an extensive	range	of	movie	programming	sourced	through	arrangements	with	major	U.S.	studios).

Foxtel's	content	is	available	through	channels	and	on-demand	and	is	currently	distributed	to	broadcast	subscribers	using	either	cable	networks	accessed through	Telstra	or	Optus's	satellite	platform	via	Foxtel's	set-top	boxes,	including	the	iQ4	(satellite	only)	and	iQ3.	Foxtel	intends	to	migrate	all	broadcast subscribers	to	satellite	or	internet	delivery	over	the	next	several	years.	Broadcast	subscribers	can	also	access	Foxtel's	content	using	a

companion	service	app	on	mobile	devices	and	tablets.	In	addition,	as	part	of	its	strategy	to	reach	new	segments	of	the	Australian	population,	Foxtel	also offers	its	pay-TV	service	via	the	internet	through	Foxtel	Now,	an	over-the-top,	or	OTT,	television	service	available	on	a	number	of	compatible	devices (including	the	Foxtel	Now	box,	mobile	devices,	tablets,	personal	computers,	Chromecast,	Telstra	TV,	Sony	PlayStation,	Xbox	One	and	select	smart	TVs),	as well	as	Kayo,	its	recently	launched	sports-only	OTT	service	that	allows	subscribers	to	stream	over	50	sports	live	and	on	demand.	Foxtel	also	offers	a	triple play	bundle	product,	which	consists	of	Foxtel's	existing	broadcast	pay-TV	service,	sold	together	with	broadband	and	telephone	services.	In	addition	to	its pay-TV	services,	Foxtel	operates	foxsports.com.au,	a	leading	general	sports	website	in	Australia,	and	Watch	NRL	and	Watch	AFL,	subscription	services	that provide	live	streaming	and	on-demand	replays	of	National	Rugby	League	and	Australian	Football	League	matches,	internationally.

Foxtel	generates	revenue	primarily	through	subscription	revenue	as	well	as	advertising	revenue.	Foxtel's	business	generally	is	not	highly	seasonal,	though results	can	fluctuate	due	to	the	timing	and	mix	of	its	local	and	international	sports	programming,	as	expenses	associated	with	licensing	certain	programming rights	are	recognized	during	the	applicable	season	or	event.	The	following	table	provides	information	regarding	certain	key	performance	indicators	for Foxtel	(see	"Part	I.	Business—Explanatory	Note	Regarding	Certain	Key	Metrics"	for	more	information	regarding	the	calculation	of	these	performance indicators):

(1) Subscribing	households	throughout	Australia	as	of	June	30,	2019.

(2) Residential	equivalent	business	units	throughout	Australia	as	of	June	30,	2019.

(3) Total	and	Paid	Foxtel	Now	subscribers	as	of	June	30,	2019.	Paid	Foxtel	Now	subscribers	excludes	customers	receiving	service	for	no	charge	under certain	new	subscriber	promotions.

(4) Total	and	Paid	Kayo	subscribers	as	of	June	30,	2019.	Paid	Kayo	subscribers	excludes	customers	receiving	service	for	no	charge	under	certain	new subscriber	promotions.

(5) Average	monthly	broadcast	residential	subscription	revenue	per	user	(excluding	Optus)	(Broadcast	ARPU)	for	the	year	ended	June	30,	2019.

(6) Broadcast	residential	subscriber	churn	rate	(Broadcast	Subscriber	Churn)	for	the	year	ended	June	30,	2019.	Broadcast	subscriber	churn	represents	the number	of	cable	and	satellite	residential	subscribers	whose	service	is	disconnected,	expressed	as	a	percentage	of	the	average	total	number	of	cable	and satellite	residential	subscribers,	presented	on	an	annual	basis.

Foxtel	competes	primarily	with	a	variety	of	other	video	content	providers,	such	as	traditional	Free	To	Air	("FTA")	TV	operators	in	Australia,	including	the three	major	commercial	FTA	networks	and	two	major	government-funded	FTA	broadcasters,	and	new	content	providers	that	deliver	video	programming over	the	internet.	These	providers	include	Internet	Protocol	television,	or	IPTV,	and	subscription	video-on-demand,	or	SVOD,	providers	such	as	Fetch	TV, Netflix,	Stan	and	Amazon	Prime	Video;	streaming	services	offered	through	digital	media	providers,	such	as	YouTube	and	Facebook;	as	well	as programmers	and	distributors,	such	as	CBS,	Disney	and	the	FTA	networks,	that	provide,	or	have	indicated	an	intention	to	provide,	content,	including smaller,	lower-cost	or	free	programming	packages,	directly	to	consumers	over	the	internet.	The	Company	believes	that	Foxtel's	premium	and	exclusive content,	wide	array	of	products	and	services,	set-top	box	features	that	enable	subscribers	to	record,	rewind,	discover	and	watch	content,	its	investment	in	On Demand	capability	and

programming	and	benefits	through	broadband	bundling	enable	it	to	offer	subscribers	a	compelling	alternative	to	its	competitors.	In	addition,	Foxtel continues	to	develop	new	features	and	products	to	improve	the	value	proposition	of	its	broadcast	television	packages	and	expand	its	subscriber	base, including	its	iQ4	set-top	box,	4K	Ultra	HD	service,	planned	upgrades	to	its	user	interface	to	make	content	discovery	easier	and	integrate	third-party	apps, and	its	OTT	services	such	as	Foxtel	Now	and	the	new	sports	streaming	service	Kayo.

# Australian	News	Channel

ANC	operates	10	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,	Fox	Sports	News,	Sky	News	Weather,	Sky	News	UK,	Sky	News	Extra,	Sky	News	Extra	1,	Sky	News	Extra	2,	Sky	News	Extra	3, Sky	News	New	Zealand	and	Sky	News	on	WIN.	ANC	channels	are	distributed	throughout	Australia	and	New	Zealand	and	available	on	Foxtel	and	Sky Network	Television	NZ.	Sky	News	on	WIN	is	available	on	the	regional	FTA	WIN	network	in	Australia.	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 primarily	generates	revenue	through	monthly	affiliate	fees	received	from	pay-TV	providers	based	on	the	number	of	subscribers	and	advertising.

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	OTT	and	IPTV	subscription-based	news	providers	in	regions	outside	of Australia	and	New	Zealand.

# Book	Publishing

The	Company's	Book	Publishing	segment	consists	of	HarperCollins,	the	second	largest	consumer	book	publisher	in	the	world	based	on	global	revenue,	with operations	in	17	countries.	HarperCollins	publishes	and	distributes	consumer	books	globally	through	print,	digital	and	audio	formats.	Its	digital	formats include	e-books	and	downloadable	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,	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	16	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,	2019,	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	downloadable audio	books,	represented	approximately	20%	of	global	consumer	revenues	for	the	fiscal	year	ended	June	30,	2019.	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	2019,	HarperCollins	U.S.	had	141	titles	on	the	New	York	Times	print	and	digital	bestseller	lists,	with	22	titles	hitting	number	one,	including Girl,	Wash	Your	Face	and	Girl,	Stop	Apologizing	by	Rachel	Hollis,	Homebody,	Magnolia	Table	and	We	Are	the	Gardeners	by	Joanna	Gaines,	The	Hate	U Give	and	On	the	Come	Up	by	Angie	Thomas,	Everything	is	F*cked	by	Mark	Manson,	The	Russia	Hoax	by	Gregg	Jarrett,	The	Other	Woman

by	Daniel	Silva,	The	Woman	in	the	Window	by	A.J.	Finn,	The	Tattooist	of	Auschwitz	by	Heather	Morris,	Sapiens	by	Yuval	Noah	Harari,	You	Are	My	Happy by	Hoda	Kotbe,	Dear	Boy	by	Paris	Rosenthal	&	Jason	Rosenthal,	The	Good	Egg	by	Jory	John	and	Kitchen	Confidential	by	Anthony	Bourdain.

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	of	its	61.6%	interest	in	REA	Group,	a	publicly-traded	company	listed	on	ASX	(ASX:	REA), and	its	80%	interest	in	Move.	The	remaining	20%	interest	in	Move	is	held	by	REA	Group.

# REA	Group

REA	Group	is	a	market-leading	digital	media	business	specializing	in	property,	with	operations	focused	on	property	and	property-related	advertising	and services,	as	well	as	financial	services.

# Property	and	Property-Related	Advertising	and	Services

REA	Group	advertises	property	and	property-related	services	on	its	websites	and	mobile	apps	across	Australia	and	Asia.	REA	Group's	Australian	operations include	leading	residential,	commercial	and	share	property	websites	realestate.com.au,	realcommercial.com.au,	Flatmates.com.au	and	spacely.com.au. Additionally,	REA	Group	operates	media	display	and	data	services	businesses,	serving	the	display	media	market	and	markets	adjacent	to	property, respectively.	For	the	year	ended	June	30,	2019,	average	monthly	visits	to	realestate.com.au	were	approximately	76.8	million.	Launches	of	the realestate.com.au	app	increased	21%	to	29.4	million	average	monthly	launches	in	fiscal	2019	as	compared	to	the	prior	year,	with	consumers	spending	more than	4.7	times	longer	on	the	app	than	any	other	property	app	in	Australia	according	to	Nielsen	Digital	Content	Ratings.	Realcommercial.com.au	remains Australia's	leading	commercial	property	site	across	website	and	app.	In	fiscal	2019,	the	realcommercial.com.au	app	was	launched	8.8	times	more	than	the nearest	competitor,	and	consumers	spent	more	than	7.0	times	longer	on	the	realcommercial.com.au	app	based	on	Nielsen	Digital	Content	Ratings	data. Flatmates.com.au	is	the	largest	site	for	share	accommodation	in	Australia,	with	average	monthly	visits	of	more	than	3.0	million	and	more	than	450,000	new members	during	fiscal	2019.	Spacely.com.au	is	the	leading	advertising	portal	for	short	term	commercial	and	co-working	spaces	in	Australia	with	more	than 4,000	property	listings	throughout	Australia.

Realestate.com.au	and	realcommerical.com.au	derive	the	majority	of	their	revenue	from	their	core	property	advertising	listing	products	and	monthly advertising	subscriptions	from	real	estate	agents	and	property

developers.	Realestate.com.au	and	realcommercial.com.au	offer	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. Flatmates.com.au	and	spacely.com.au	derive	the	majority	of	their	revenue	from	their	shared	space	advertising	listing	products	and	booking	fees.	The	media business	offers	unique	advertising	opportunities	on	REA	Group's	websites	to	property	developers	and	other	relevant	markets,	including	utilities	and telecommunications,	insurance,	finance,	automotive	and	retail.	REA	Group	also	provides	residential	property	data	services	to	the	financial	sector	through	its Hometrack	data	services	business.

REA	Group's	international	operations	consist	of	property	sites	throughout	Asia,	including	leading	property	portals	in	Malaysia,	Indonesia,	Hong	Kong	and Thailand,	and	prominent	portals	in	Singapore	and	China.	In	fiscal	2019,	REA	Group	consolidated	its	two	brands	in	Hong	Kong	and	launched	a	new squarefoot.com.hk,	which	became	Hong	Kong's	leading	property	portal	in	June	2019.	In	Malaysia,	iproperty.com.my	became	the	first	major	property	portal to	offer	a	search	experience	in	the	local	Bahasa	language,	enabling	the	business	to	reach	more	than	69%	of	the	local	population.	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.	REA	Group's	other	assets	include	an	approximate	13%	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,	and	a	20%	interest	in	Move,	as referenced	above.

# Financial	Services

REA	Group's	financial	services	business	encompasses	realestate.com.au	Home	Loans,	an	end-to-end	digital	property	search	and	financing	experience,	and mortgage	broking	services,	both	through	an	integrated	mortgage	broking	solution,	as	well	as	Smartline	Home	Loans	Pty	Limited,	one	of	Australia's	premier mortgage	broking	companies.	The	financial	services	business	generates	revenue	primarily	through	fees	and	commissions	from	lenders,	mortgage	brokers and	other	customers.	Since	launching	realestate.com.au	Home	Loans	in	2017,	applications	for	more	than	A$1.8	billion	(approximately	US$1.3	billion)	of loans	have	been	received.

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

Move	is	a	leading	provider	of	online	real	estate	services	in	the	U.S.	Move	primarily	operates	realtor.com®,	a	premier	real	estate	information	and	services marketplace,	under	a	perpetual	agreement	and	trademark	license	with	the	National	Association	of	Realtors®	("NAR").	Through	realtor.com®,	consumers have	access	to	over	135	million	properties	across	the	U.S.,	including	an	extensive	collection	of	homes	and	properties	listed	and	displayed	for	sale	and	a	large database	of	"off-market"	properties.	Realtor.com®	and	its	related	mobile	apps	display	approximately	98%	of	all	Multiple	Listing	Services	("MLS")-listed, for-sale	and	rental	properties	in	the	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	minutes,	on	average,	with	the	remaining	listings	updated	daily.	Realtor.com®'s	content	attracts	a	highly engaged	consumer	audience.	Based	on	internal	data,	realtor.com®	and	its	mobile	sites	had	72	million	average	monthly	unique	users	during	the	quarter	ended June	30,	2019.	See	"Part	I.	Business—Explanatory	Note	Regarding	Certain	Key	Metrics."	These	users	viewed	an	average	of	over	two	billion	pages	and spent	an	average	of	over	two	billion	minutes	on	the	realtor.com®	website	and	mobile	apps	each	month.

Realtor.com®	generates	the	majority	of	its	revenues	through	the	sale	of	listing	advertisement	products,	including	ConnectionsSM	Plus	and	AdvantageSM Pro,	as	well	as	its	recently	acquired	Opcity	performance	and	subscription-based	services.	Listing	advertisement	products	allow	real	estate	agents,	brokers and	franchises	to	enhance,	prioritize	and	connect	with	consumers	on	for-sale	property	listings	within	the	realtor.com®	website	and	mobile

apps.	Listing	advertisements	are	typically	sold	on	a	subscription	basis.	Opcity's	concierge-based	business	model	leverages	its	proprietary	technology	and platform	to	connect	real	estate	professionals	and	other	service	providers,	such	as	lenders	and	insurance	companies,	to	Opcity's	pre-vetted	consumers. Opcity's	performance-based	services	connect	real	estate	agents	and	brokers	with	these	consumers	and	typically	generate	success	fees	upon	completion	of	the associated	real	estate	transaction,	while	the	subscription-based	services	give	service	providers	access	to	the	same	highly	qualified	home	shoppers. Realtor.com®	also	derives	revenue	from	sales	of	non-listing	advertisement,	or	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.

In	addition	to	realtor.com®,	Move	also	offers	a	number	of	professional	software	and	services	products.	These	include	the	Top	Producer®	productivity	and lead	management	tools	and	services,	which	are	tailored	to	real	estate	agents	and	sold	on	a	subscription	basis,	as	well	as	the	ListHubTM	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	ListHubTM's	advanced	reporting	products	are sold	on	a	monthly	subscription	basis.

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

# Other

The	Other	segment	includes	the	Company's	general	corporate	overhead	expenses,	corporate	Strategy	Group	and	costs	related	to	the	U.K.	Newspaper Matters.	The	Company's	Strategy	Group	identifies	new	products	and	services	across	the	Company's	businesses	to	increase	revenues	and	profitability	and targets	and	assesses	potential	acquisitions,	investments	and	dispositions.	Initiatives	include	News	IQ,	the	Company's	data-driven	digital	advertising	platform that	enables	targeting	and	engagement	of	premium	audiences	at	scale	across	the	Company's	network	of	assets.	As	part	of	its	ongoing	role	in	assessing potential	acquisitions	and	investments,	the	Strategy	Group	also	oversaw	the	Company's	acquisitions	of	Move,	a	leading	provider	of	online	real	estate services	in	the	U.S.,	Unruly,	a	global	video	advertising	marketplace,	and	Wireless	Group,	operator	of	talkSPORT,	the	leading	sports	radio	network	in	the U.K.	The	Strategy	Group	also	oversees	the	Company's	strategic	digital	investments	in	India,	including	Elara,	which	owns	PropTiger.com,	Housing.com	and Makaan.com.

# 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,	including	the	Australian Broadcasting	Services	Act	1992	(Cth)	(the	"Broadcasting	Services	Act")	and	the	Telecommunications	Act	1997	(Cth)	(the	"Telecommunications	Act")	and associated	Codes.	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 Broadcasting	Services	Act,	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	or	commercial	television	broadcasters	have	not	obtained	these	rights	26	weeks	before	the	start	of	the	event	or	the	rights	are	held	by commercial	television	licensees	whose	television	broadcasting	services	cover	more	than	50%	of	the	Australian	population	or	the	rights	are	held	by	one	of Australia's	two	major	government-funded	broadcasters;	and	(b)	other	parts	of	the	Broadcasting	Services	Act	that	may	impact	the	Company's	ownership structure	and	operations	and	restrict	its	ability	to	take	advantage	of	acquisition	or	investment	opportunities.	Foxtel	is	also	subject	to	various	consumer protection	regimes	under	the	Telecommunications	Act	and	associated	Codes,	which	apply	to	Foxtel	as	a	telecommunications	service	provider.

# Data	Privacy	and	Security

The	Company's	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	apps	and	other online	business	activities	are	subject	to	the	Children's	Online	Privacy	Protection	Act	of	1998,	which	prohibits	the	collection	of	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.	More	state	and	local	governments	are	also	expanding,	enacting	or	proposing	data	privacy	laws	that	govern	the	collection	and	use	of personal	data	of	their	residents	and	increase	penalties	and	afford	private	rights	of	action	to	individuals	in	certain	circumstances	for	failure	to	comply,	and most	states	have	enacted	legislation	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.	The	California	Consumer	Privacy	Act	("CCPA"),	which	will	take	effect	on	January	1,	2020,	is	one	such example,	putting	greater	restrictions	on	how	the	Company	can	collect	and	use	personal	information.

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	maximum 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	with	a	regulation	to,	among	other	things,	amend	the	current directive's	rules	on	the	use	of	cookies	and	opt-outs.

In	2016,	the	European	Commission	adopted	a	new	mechanism	for	the	transfer	of	personal	data	from	the	European	Union	to	the	United	States	called	the Privacy	Shield.	Other	than	for	one	business	unit	operating	an	advertising	exchange,	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	and	a	legal	challenge	scheduled	to	be	heard	by	the	General	Court	of	the	E.U.	in	July	2019,	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	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	it	to	change	business	practices	or affect	the	manner	in	which	it	provides	its	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,	a	Press	Recognition	Panel	responsible	for	approving, overseeing	and	monitoring	a	new	press	regulatory	body	or	bodies	was	established.	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	Press	Recognition	Panel,	certain	legislation	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.

Press	regulator	IMPRESS	was	recognized	as	an	approved	regulator	by	the	Press	Recognition	Panel	on	October	25,	2016.	However,	publications	representing the	majority	of	the	industry	in	the	U.K.,	including	News	UK,	entered	into	binding	contracts	to	form	an	alternative	regulator,	the	Independent	Press	Standards Organisation,	or	IPSO,	in	September	2014.	IPSO	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	an	arbitration	scheme	to	resolve	claims	against	publications.	The	burdens	IPSO	imposes	on	its	print	media	members, 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.	These	licenses	include:	(1)	the	sports	programming rights	licenses	for	the	National	Rugby	League,	Australian	Football	League,	Cricket	Australia,	V8	Supercars,	Formula	One,	Football	Federation	Australia, Australian	Rugby	Union	and	other	broadcasting	rights	described	in	Note	16	to	the	Financial	Statements;	(2)	licenses	from	various	third	parties,	including ARRIS,	of	patents	and	other	technology	for	the	set-top	boxes	and	related	operating	and	conditional	access	systems	used	in	the	Company's	pay-TV	business; (3)	the	trademark	license	for	the	realtor.com®	website	address,	as	well	as	the	REALTOR®	trademark	(the	"NAR	License");	and	(4)	the	trademark	licenses for	the	use	of	FOX	formative	trademarks	used	in	the	Company's	pay-TV	business	in	Australia	(the	"Fox	Licenses").	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	its	intellectual	property	assets	through,	among	other	things,	print and	digital	newspaper	and	magazine	subscriptions	and	sales,	subscriptions	to	its	pay-TV	services	and	distribution	and/or	licensing	of	its	television programming	to	other	television	services,	the	sale,	distribution	and/or	licensing	of	print	and	digital	books,	the	sale	of	subscriptions	to	its	content	and information	services	and	the	operation	of	websites	and	other	digital	properties.

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.	Piracy,	including	in	the	digital environment,	continues	to	present	a	threat	to	revenues	from	products	and	services	based	on	intellectual	property.	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	the	threat	of	piracy	by	preventing unauthorized	access	to	its	content	through	the	use	of	programming	content	encryption,	signal	encryption	and	other	security	access	devices	and	digital	rights management	software,	as	well	as	by	obtaining	site	blocking	orders	against	pirate	streaming	and	torrent	sites	and	a	variety	of	other	actions.	The	Company	also seeks	to	limit	such	threat	by	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.	However,	effective	intellectual	property	protection	may	be either	unavailable	or	limited	in	certain	foreign	territories.	Therefore,	the	Company	also	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.

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.

# 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,	2019,	the	Company	had	approximately	28,000	employees,	of	whom	approximately	10,000	were	located	in	the	U.S.,	4,000	were	located	in	the U.K.	and	10,000	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.

# Explanatory	Note	Regarding	Certain	Key	Metrics

# Unique	Users

For	purposes	of	this	Annual	Report,	the	Company	counts	unique	users	the	first	time	an	individual	accesses	a	product's	website	using	a	browser	during	a calendar	month	and	the	first	time	an	individual	accesses	a	product's	mobile	or	tablet	app	using	a	mobile	or	tablet	device	during	a	calendar	month.	If	the	user accesses	more	than	one	of	a	product's	desktop	websites,	mobile	websites,	mobile	apps	and/or	tablet	apps,	the	first	access	to	each	such	website	or	app	is counted	as	a	separate	unique	user.	In	addition,	users	accessing	a	product's	websites	through	different	browsers,	users	who	clear	their	browser	cache	at	any time	and	users	who	access	a	product's	websites	and	apps	through	different	devices	are	also	counted	as	separate	unique	users.	For	a	group	of	products	such	as WSJDN,	a	user	accessing	different	products	within	the	group	is	counted	as	a	separate	unique	user	for	each	product	accessed.

# Broadcast	Subscribers

Broadcast	subscribers	consist	of	residential	subscribers	and	commercial	subscribers,	which	are	calculated	as	described	below.

# Residential	Subscribers

Total	number	of	residential	subscribers	represents	total	residential	subscribers	to	the	Company's	pay-TV	services	through	cable	and	satellite	distribution, including	subscribers	obtained	through	third-party	distribution	relationships.

# Commercial	Subscribers

Commercial	subscribers	for	the	Company's	pay-TV	business	are	calculated	as	residential	equivalent	business	units,	which	are	derived	by	dividing	total recurring	revenue	from	these	subscribers	by	an	estimated	average	Broadcast	ARPU	which	is	held	constant	through	the	year.	Total	number	of	commercial subscribers	represents	total	commercial	subscribers	to	the	Company's	pay-TV	services	through	cable	and	satellite	distribution,	including	subscribers obtained	through	third-party	distribution	relationships.

# Broadcast	ARPU

The	Company	calculates	Broadcast	ARPU	for	its	pay-TV	business	by	dividing	broadcast	package	revenues	for	the	period,	net	of	customer	credits, promotions	and	other	discounts,	by	average	cable	and	satellite	residential	subscribers	for	the	period	and	dividing	by	the	number	of	months	in	the period.	Average	cable	and	satellite	residential	subscribers,	or	"Average	Broadcast	Subscribers,"	for	a	given	period	is	calculated	by	first	adding	the	beginning and	ending	cable	and	satellite	residential	subscribers	for	each	month	in	the	period	and	dividing	by	two	and	then	adding	each	of	those	monthly	average subscriber	numbers	and	dividing	by	the	number	of	months	in	the	period.

# Broadcast	Subscriber	Churn

The	Company	calculates	Broadcast	Subscriber	Churn	for	its	pay-TV	business	by	dividing	the	total	number	of	disconnected	cable	and	satellite	residential subscribers	for	the	period,	net	of	reconnects	and	transfers,	by	the	Average	Broadcast	Subscribers	for	the	period,	calculated	as	described	above.	This	amount is	then	divided	by	the	number	of	days	in	the	period	and	multiplied	by	365	days	to	present	churn	on	an	annual	basis.

# 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.

The	Company's	Businesses	Operate	in	a	Highly	Competitive	Business	Environment,	and	the	Company's	Success	Depends	on	its	Ability	to	Compete Effectively.

The	Company's	businesses	face	significant	competition	from	other	sources	of	news,	information	and	entertainment,	including	both	traditional	and	new content	providers.	This	competition	continues	to	intensify	as	a	result	of	rapid	changes	in	technologies	and	platforms,	and	the	Company	may	be	adversely affected	if	consumers	migrate	to	other	alternatives.	For	example,	advertising	and	circulation	revenues	in	the	Company's	News	and	Information	Services segment	may	continue	to	decline,	reflecting	consumers'	increasing	reliance	on	a	variety	of	content	providers	and	platforms,	including	search	engines,	news aggregation	websites,	social	media	networks	and	customized	news	feeds,	for	the	delivery	of	news	and	information,	often	without	charge.	In	addition,	due	to the	increased	availability	of	high-speed	internet	access	and	innovations	in	content	distribution	platforms	that	enable	streaming	and	downloading	of programming,	consumers	are	now	more	readily	able	to	watch	internet-delivered	content	through	an	increasing	variety	of	providers.	These	providers	include IPTV	and	SVOD	services,	such	as	Fetch	TV,	Netflix,	Stan	and	Amazon	Prime	Video,	streaming	services	offered	through	digital	media	providers,	such	as YouTube	and	Facebook,	as	well	as	programmers	and	distributors,	such	as	CBS,	Disney	and	the	FTA	networks,	that	have	begun	providing	content,	including smaller,	lower-cost	or	free	programming	packages,	directly	to	consumers	over	the	internet.	The	increasing	number	of	choices	available	to	consumers	for video	content	has	caused	some	of	the	subscribers	to	the	Company's	pay-TV	services	to	disconnect	their	services,	downgrade	to	smaller,	less	expensive programming	packages	or	purchase	certain	services	from	other	providers,	and	this	may	continue.	This	trend	has	adversely	affected,	and	may	continue	to adversely	affect,	both	the	Company's	subscription	revenue	and,	in	turn,	advertisers'	willingness	to	purchase	television	advertising	from	the	Company.

In	order	to	compete	effectively,	the	Company	must	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	acceptance	of	the high-quality	differentiated	content	in	its	newspapers,	book	titles,	pay-TV	programming	and	radio	stations,	as	well	as	its	wide	array	of	digital	and	mobile products	and	services,	in	order	to	retain	and	grow	its	audiences,	consumers	and	subscribers.	However,	when	faced	with	a	multitude	of	choices,	consumers may	place	greater	value	on	the	convenience	and	price	of	content	and	other	products	and	services	than	they	do	on	their	source,	quality	or	reliability.	Online traffic	and	product	purchases	are	also	driven	by	internet	search	results,	referrals	from	social	media	and	other	platforms	and	visibility	on	digital	marketplace platforms	and	in	mobile	app	stores.	Search	engine	results	and	digital	marketplace	and	mobile	app	store	rankings	are	based	on	algorithms	that	change frequently,	and	social	media	and	other	platforms	may	also	vary	their	emphasis	on	what	content	to	highlight	for	users.	Any	failure	to	successfully	manage and	adapt	to	these	changes	across	the	Company's	businesses,	including	those	affecting	how	the	Company's	content,	apps	and	products	are	prioritized, displayed	and	monetized,	could	result	in	significant	decreases	in	traffic	to	the	Company's	digital	properties,	lower	advertiser	interest	in	those	properties, increased	costs	if	free	traffic	is	replaced	with	paid	traffic	and	lower	product	sales	and	subscriptions	or	otherwise	adversely	affect	the	Company's	business.

From	time	to	time,	the	Company	may	pursue	new	strategic	initiatives	in	order	to	remain	competitive,	such	as	its	OTT	strategy	and	its	planned	migration	of subscribers	from	cable	to	satellite	or	internet	delivery	at	its	pay-TV	business	and	its	new	concierge	model	for	its	U.S.	digital	real	estate	business.	The Company	may	be	required	to	incur	significant	capital	expenditures,	marketing	and	other	costs	in	order	to	implement	these	strategies,	which	may	be	dilutive to	its	earnings.	There	can	be	no	assurance	these	initiatives	will	be	successful	in	the	manner	or

time	period	the	Company	expects	or	that	it	will	realize,	in	full	or	in	part,	the	anticipated	benefits	it	expects	such	strategy	to	achieve.	The	failure	to	realize those	benefits	could	have	a	material	adverse	effect	on	the	Company's	business,	results	of	operations	and	financial	condition.	For	example,	the	Company	is targeting	a	different	demographic	with	its	new	streaming	services,	which	are	offered	at	a	lower	price	point	than	its	traditional	broadcast	subscription packages.	However,	if	instead	those	streaming	offerings	cause	broadcast	subscribers	to	disconnect	their	services	or	downgrade	to	smaller,	less	expensive programming	packages,	the	Company's	revenues	may	be	materially	and	adversely	affected.

Some	of	the	Company's	current	and	potential	competitors	may	have	greater	resources,	fewer	regulatory	burdens,	better	competitive	positions	in	certain areas,	greater	operating	capabilities,	greater	access	to	sources	of	content	or	other	services	and/or	easier	access	to	financing,	which	may	allow	them	to	respond more	effectively	to	changes	in	technology,	consumer	preferences	and	market	conditions.	Continued	consolidation	among	competitors	in	certain	industries	in which	the	Company's	businesses	operate	may	increase	these	advantages,	including	through	greater	scale,	financial	leverage	and/or	access	to	content	and other	offerings.	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,	internet	and	mobile	distribution	of	video	content	via	streaming	and	downloading	and	digital	distribution	models	for	books,	have	empowered consumers	to	seek	more	control	over	the	convenience	and	price	of	content	consumption.	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	services	and	the	price	consumers are	willing	to	pay	for	such	products	and	services.	Consumption	of	the	Company's	content	on	new	delivery	platforms	may	also	lead	to	loss	of	distribution	and pricing	control,	loss	of	a	direct	relationship	with	consumers	and	lower	engagement	and	subscription	rates.	In	addition,	other	technological	developments, such	as	those	allowing	consumers	to	skip,	fast	forward	through	or	block	advertisements	or	otherwise	time-shift	viewing,	may	cause	changes	in	consumer behavior	that	adversely	affect	the	attractiveness	of	the	Company's	offerings	to	advertisers.

Technological	developments	have	in	many	cases	also	increased	competition	by	significantly	lowering	barriers	to	entry.	For	example,	content	providers	are now	able	to	compete	with	our	pay-TV	business	via	direct-to-consumer	offerings,	as	internet	streaming	capabilities	enabled	the	disaggregation	of	content delivery	from	the	ownership	of	network	infrastructure.	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	the	Company,	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.	Additional	digital	distribution	channels,	such	as	online	retailers	and	digital marketplaces,	have	presented,	and	may	continue	to	present,	challenges	to	the	Company's	business	models,	including	its	traditional	book	publishing	model, which	could	adversely	affect	sales	volume	and/or	pricing.

The	Company	must	continue	to	acquire,	develop,	adopt,	upgrade	and	exploit	new	and	existing	technologies	to	ensure	its	products	and	services	remain relevant	and	useful	for	consumers	and	customers,	are	delivered	in	the	manner	in	which	consumers	and	customers	wish	to	consume	them	and	are	offered	at competitive	prices.	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	necessary	skill	sets	and	knowledge	base.	For	example,	the	Company	has	made,	and	expects	to	continue	to	makes	investments and	incur	costs	in	its	pay-TV	business	as	it	continues	to	develop	and	improve	its	OTT	services,	including	its	recently-launched	Kayo	sports	streaming service,	Foxtel	Now	and	other	potential	new	OTT	services.	The	development	of	new	technologically	advanced	products	is	a	complex	and	uncertain	process, and	there	is	a	risk	the	Company	may	not	be	able	to	develop	and	market	these	opportunities	in	a	timely	or	cost-effective	manner	and	its	responses	and strategies	to	remain	competitive,	including	new	product	offerings,	may	not	be	accepted	by	consumers	or	generate	sufficient	revenues	to	be	profitable.	The Company's	failure	to	respond	to	and	develop	new	technologies,	distribution	channels	and	platforms,	products	and	services	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	business,	asset	values,	results	of	operations	and	financial	condition.

A	Decline	in	Customer	Advertising	Expenditures	in	the	Company's	Newspaper	and	Other	Businesses	Could	Cause	its	Revenues	and	Operating	Results	to Decline	Significantly.

The	Company	derives	substantial	revenues	from	the	sale	of	advertising	through	its	newspapers,	integrated	marketing	services,	digital	media	properties,	cable channels	and	other	pay-TV	programming	and	radio	stations.	The	Company's	ability	to	generate	advertising	revenue	is	dependent	on	a	number	of	factors, including:	(1)	demand	for	the	Company's	products	and	services,	(2)	audience	fragmentation,	(3)	digital	advertising	trends,	(4)	its	ability	to	offer	advertising products	and	formats	sought	by	advertisers,	(5)	general	economic	and	business	conditions,	(6)	demographics	of	the	customer	base,	(7)	advertising	rates	and (8)	advertising	effectiveness.

Demand	for	the	Company's	products	and	services	depends	upon	the	Company's	ability	to	differentiate	those	products	and	services	and	anticipate	and	adapt to	changes	in	consumer	behaviors	and	is	evaluated	based	on	a	variety	of	metrics.	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	advertisers	consider	when	determining	the	amount	of advertising	to	purchase	from	the	Company	as	well	as	advertising	rates.	For	the	Company's	digital	media	properties,	advertisers	evaluate	consumer	demand using	metrics	such	as	the	number	of	visits,	number	of	users	and	user	engagement.	Any	difficulty	or	failure	in	accurately	measuring	demand,	particularly demand	generated	through	new	platforms,	may	lead	to	under-measurement	and,	in	turn,	lower	advertising	pricing	and	spending.

The	increasing	popularity	of	digital	media	among	consumers	as	a	source	of	news	and	other	content	has	driven	a	corresponding	shift	in	advertising	from traditional	channels	to	digital	platforms.	This	shift	has	significantly	impacted	the	Company's	print	advertising	revenues	in	particular,	which	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,	as well	as	the	development	and	implementation	of	technology	and	policies	that	adversely	affect	the	Company's	ability	to	deliver,	target	or	measure	the effectiveness

of	its	advertising	such	as	blocking,	changing	the	location	of,	or	obscuring,	the	display	of	advertising	on	websites	and	mobile	devices	and/or	blocking	or deleting	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,	collect	and leverage	better	user	data,	develop	new	digital	advertising	products	and	formats	such	as	branded	and	other	custom	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.	In	recent	years,	large	digital	platforms	such	as	Facebook,	Google	and	Amazon,	which	have	extensive	audience	reach	and	targeting capabilities,	have	commanded	an	increasing	share	of	the	digital	advertising	market,	and	the	Company	expects	this	trend	may	continue.

The	Company's	print	and	digital	advertising	revenue	is	also	affected	generally	by	overall	national	and	local	economic	and	business	conditions,	including consumer	spending,	housing	sales,	auto	sales,	unemployment	rates	and	job	creation,	advertisers'	budgeting	and	buying	patterns,	which	tend	to	be	cyclical,	as well	as	federal,	state	and	local	election	cycles.	In	addition,	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.

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.	Reduced	demand	for	the	Company's	offerings,	a	decrease	in	advertising	expenditures	by the	Company's	customers	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	Inability	to	Obtain	and	Retain	Sports,	Entertainment	and	Other	Programming	Rights	and	Content	Could	Adversely	Affect	the	Revenue	of	Certain	of	the Company's	Operating	Businesses,	and	Costs	Could	Also	Increase	Upon	Renewal.

Competition	for	popular	programming	licensed	from	third	parties	is	intense,	and	the	success	of	certain	of	the	Company's	operating	businesses,	including	its pay-TV	business,	depends	on,	among	other	things,	their	ability	to	obtain	and	retain	rights	to	desirable	programming	and	certain	related	elements	thereof, such	as	music	rights,	that	enable	them	to	deliver	content	to	subscribers	and	audiences	in	the	manner	in	which	they	wish	to	consume	it	and	at	competitive prices.	The	pay-TV	industry,	including	the	Company's	pay-TV	business,	has	experienced	higher	programming	costs	due	to,	among	other	things,

(1)	increases	imposed	by	sports,	entertainment	and	other	programmers	when	offering	new	programming	or	upon	the	expiration	of	existing	contracts;	(2)	the carriage	of	incremental	programming,	including	new	services	and	SVOD	programming;	and	(3)	increased	competition	from	other	digital	media	companies, including	SVOD	providers,	for	the	rights	to	popular	or	exclusive	content.	Certain	of	the	Company's	operating	businesses,	including	its	pay-TV	business,	are party	to	contracts	for	sports,	entertainment	and	other	programming	rights	with	various	third	parties,	including	professional	sports	leagues	and	teams, television	and	motion	picture	producers	and	other	content	providers.	These	contracts	have	varying	durations	and	renewal	terms,	and	as	they	expire,	renewals on	favorable	terms	may	be	sought.	In	the	course	of	renegotiating	these	and	other	agreements	as	they	expire,	the	financial	and	other	terms	of	these	contracts may	change	as	a	result	of	various	reasons	beyond	the	Company's	control,	such	as	changes	in	the	Company's	bargaining	power	or	in	the	industry,	and	in order	to	retain	or	extend	such	rights,	the	Company	may	be	required	to	increase	the	value	of	its	offer	to	amounts	that	substantially	exceed	the	existing contract	costs.	Furthermore,	third	parties	may	outbid	the	Company	for	those	rights	and/or	for	any	new	programming	offerings.	In	addition,	as	other	content providers	develop	their	own	competing	services,	they	may	be	unwilling	to	provide	the	Company	with

access	to	certain	content.	For	example,	professional	sports	leagues	or	teams,	as	well	as	programmers	and	distributors	such	as	CBS	and	Disney,	have	created and	may	continue	to	create	their	own	direct-to-consumer	offerings.	Further,	consolidation	among	content	providers	may	increase	the	amount	of	content	that could	become	unavailable	to	the	Company.	The	loss	of	rights	may	adversely	affect	the	breadth	or	quality	of	the	Company's	content	offerings,	including	the extent	of	the	sports	coverage	and	the	availability	of	other	popular	entertainment	programming	offered	by	the	Company	and	lead	to	customer	or	audience dissatisfaction	or,	in	some	cases,	loss	of	customers	or	audiences,	which	could,	in	turn,	adversely	affect	its	revenues.	In	addition,	the	Company's	business, results	of	operations	and	financial	condition	could	be	adversely	affected	if	upon	renewal,	escalations	in	programming	rights	costs	are	unmatched	by increases	in	subscriber	and	carriage	fees	and	advertising	rates.

# The	Company	Has	Made	and	May	Continue	to	Make	Strategic	Acquisitions,	Investments	and	Divestitures	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)	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,	(9)	liabilities,	both	known	and	unknown,	associated	with	the	acquired businesses	or	investments	and	(10)	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.

In	addition,	the	Company	has	divested	and	may	in	the	future	divest	certain	assets	or	businesses	that	no	longer	fit	with	its	strategic	direction	or	growth targets.	Divestitures	involve	significant	risks	and	uncertainties	that	could	adversely	affect	the	Company's	business,	results	of	operations	and	financial condition.	These	include,	among	others,	the	inability	to	find	potential	buyers	on	favorable	terms,	disruption	to	its	business	and/or	diversion	of	management attention	from	other	business	concerns,	loss	of	key	employees,	difficulties	in	separating	the	operations	of	the	divested	business	and	possible	retention	of certain	liabilities	related	to	the	divested	business.

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

The	Company	is	exposed	to	foreign	currency	exchange	rate	risk	with	respect	to	its	consolidated	debt	when	the	debt	is	denominated	in	a	currency	other	than the	functional	currency	of	the	operations	whose	cash	flows	support	the	ability	to	repay	or	refinance	such	debt.	As	of	June	30,	2019,	the	Foxtel	operating subsidiaries,	whose	functional	currency	is	Australian	dollars,	had	approximately	$575	million	aggregate	principal	amount	of	outstanding	indebtedness denominated	in	U.S.	dollars.	The	Company's	policy	is	to	hedge	against	the	risk	of	foreign	currency	exchange	rate	movements	with	respect	to	this	exposure where	commercially	reasonable.	However,	there	can	be	no	assurance	that	it	will	be	able	to	continue	to	do	so	at	a	reasonable	cost	or	at	all,	or	that	there	will not	be	a	default	by	any	of	the	counterparties	to	those	arrangements.

In	addition,	the	Company	is	exposed	to	foreign	currency	translation	risk	because	it	has	significant	operations	in	a	number	of	foreign	jurisdictions	and	certain of	its	operations	are	conducted	in	currencies	other	than	the	Company's	reporting	currency,	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	when	the	results	of	those	operations	that	are	reported	in foreign	currencies	are	translated	into	U.S.	dollars	for	inclusion	in	the	Company's	consolidated	financial	statements,	which	could,	in	turn,	have	an	adverse effect	on	its	reported	results	of	operations	in	a	given	period	or	in	specific	markets.	In	particular,	exchange	rates	between	the	U.S.	dollar	and	the	British pound	sterling	are	expected	to	remain	volatile	due	to	continued	political	uncertainty	in	the	U.K.	and	the	negotiation	of	its	exit	from	the	European	Union, commonly	referred	to	as	"Brexit."

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	weakness	or	uncertainty,	including	as	a	result of	recent	trade	disputes	between	a	number	of	countries.	These	conditions	have	in	the	past	resulted	in,	among	other	things,	a	general	tightening	in	the	credit and	capital	markets,	limited	access	to	the	credit	and	capital	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.	Such	market	disruptions	have	often	led	to broader	economic	downturns	that	have	historically	resulted	in	lower	advertising	expenditures,	lower	demand	for	the	Company's	products	and	services	and unfavorable	changes	in	the	mix	of	products	and	services	purchased	and	have	adversely	affected	the	Company's	business,	results	of	operations,	financial condition	and	liquidity.	Any	continued	or	recurring	economic	weakness	could	further	impact	the	Company's	business	and	reduce	its	circulation	and subscription,	advertising,	real	estate,	consumer	and	other	revenues	and	otherwise	negatively	impact	the	performance	of	its	businesses.	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	40%	of	its	fiscal	2019	revenues	from	Australia.	As	a	result,	the Company's	business,	results	of	operations	and	financial	condition	may	be	adversely	affected	by	negative	developments	in	the	Australian	market,	including, for	example,	recent	weakness	in	the	Australian	residential	real	estate	market	which	has	led,	and	may	continue	to	lead,	to	lower	listing	volumes	at	REA Group.	The	Company	also	generated	approximately	13%	of	its	fiscal	2019	revenues	from	the	U.K.,	which	continues	to	experience	political,	regulatory, economic	and	market	uncertainty	as	it	negotiates	the	terms	of	Brexit.	While	the	impact	of	Brexit	is	difficult	to	predict,	it	could	significantly	affect	the	fiscal, monetary,	political	and	regulatory	landscape,	lead	other	member	countries	to	consider	leaving	the	European	Union,	result	in	the	diminishment	or	elimination of	barrier-free	access	between	the	U.K.	and	other	European	Union	member	states	and	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.

In	addition,	further	volatility	and	disruption	in	the	financial	markets	could	make	it	more	difficult	and	expensive	for	the	Company	to	obtain	financing	or refinance	its	existing	indebtedness.	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.	Although	the	Company	believes	that	its	capitalization,	operating cash	flow	and	current	access	to	credit	and	capital	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	credit	and	capital	markets	will	not impair	the	Company's	liquidity	or	increase	its	cost	of	borrowing.

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

Network	and	information	systems	and	other	technologies,	including	those	related	to	the	Company's	network	management,	are	important	to	its	business activities	and	contain	the	Company's	proprietary,	confidential	and

sensitive	business	information,	including	personal	data	of	its	customers	and	personnel.	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	by	individuals	or	state-sponsored	or	other	groups,	or	any	combination	of	the	foregoing,	as	well	as	power	and	internet	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,	improper	access	to	or	disclosure	of	personal	data,	business	information, including	intellectual	property,	or	other	confidential	information.	System	redundancy	may	be	ineffective	or	inadequate,	and	the	Company's	disaster recovery	and	business	continuity	planning	may	not	be	sufficient	to	address	all	potential	cyber	events.	Unauthorized	parties	may	also	fraudulently	induce	the Company's	employees	or	other	agents	to	disclose	sensitive	or	confidential	information	in	order	to	gain	access	to	the	Company's	systems,	facilities	or	data,	or those	of	third	parties	with	whom	the	Company	does	business.	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	disrupt	the	Company's	network	and	information systems	or	compromise	information	security.

In	recent	years,	there	has	been	a	significant	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	the	Company's	systems	and	does	not	extend	to	reputational	damage	or	costs	incurred	to	improve	or strengthen	systems	against	future	incidents.

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,	including	degradation	or	disruption	of	service,	equipment	damage,	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,	business partners	or	revenues	and	other	financial	losses.	If	any	such	failure,	interruption	or	similar	event	results	in	improper	access	to	or	disclosure	of	information maintained	in	the	Company's	information	systems	and	networks	or	those	of	its	vendors,	including	financial,	personal	and	credit	card	data,	as	well	as 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.	The Company	may	also	be	required	to	notify	certain	governmental	agencies	and/or	regulators	(including	the	appropriate	EU	supervisory	authority)	about	any actual	or	perceived	data	security	breach,	as	well	as	the	individuals	who	are	affected	by	any	such	incident,	within	strict	time	periods.	In	addition,	media	or other	reports	of	perceived	security	vulnerabilities	in	the	Company's	systems	or	those	of	third	parties	upon	which	its	business	relies,	even	if	nothing	has actually	been	attempted	or	occurred,	could	also	adversely	impact	the	Company's	brand	and	reputation	and	materially	affect	its	business,	results	of	operations and	financial	condition.

# 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	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	results	of	operations	and,	in	the	case	of	cash	restructuring	charges,	its	financial	condition.	Impairments and	restructuring	charges	may	also	negatively	impact	the	Company's	taxes,	including	its	ability	to	deduct	certain	interest	costs.	The	Company's	management must	regularly	evaluate	the	carrying	value	of	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	and	other	market	assumptions,	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,	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,	credit	and	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.	For	example,	any significant	shortfall,	now	or	in	the	future,	in	advertising	revenue,	the	expected	popularity	of	the	programming	for	which	the	Company	has	acquired	rights and/or	consumer	acceptance	of	new	products,	including	the	Company's	new	SVOD	services,	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,	and	any	such	charge	could	be	material	to	the	Company's	reported	results	of operations.	For	example,	in	fiscal	2019,	the	Company	recognized	non-cash	impairment	charges	of	$96	million,	primarily	related	to	goodwill	at	a	reporting unit	within	the	News	and	Information	Services	segment.	In	addition,	as	of	June	30,	2019,	the	Company	had	approximately	$2.0	billion	of	goodwill	that	is	at risk	for	future	impairment	because	the	fair	values	of	the	corresponding	reporting	units	exceeded	their	respective	carrying	values	in	a	range	from approximately	0%	to	5%.	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.

There	Can	Be	No	Assurance	That	the	Company	Will	Have	Access	to	the	Credit	and	Capital	Markets	on	Terms	Acceptable	to	It,	and	the	Significant	Leverage of	its	Foxtel	Operating	Subsidiaries	Could	Limit	the	Ability	of	Those	Subsidiaries	to	Access	the	Credit	and	Capital	Markets	and	Have	Other	Adverse	Effects.

From	time	to	time	the	Company	expects	to	access	the	credit	and	capital	markets	to	obtain	financing	or	refinance	existing	indebtedness.	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.	The	Company's	Foxtel	operating	subsidiaries	have	significant	leverage	that	could	limit	or	prevent them	from	incurring	additional	debt	or	refinancing	or	otherwise	extending	the	maturities	of	their	existing	debt.	As	of	June	30,	2019,	the	Foxtel	operating subsidiaries'	total	outstanding	indebtedness	was	$1.2	billion,	including	$281	million	due	in	fiscal	2020,	with	the	remainder	having	various	maturities through	fiscal	2025.	Factors	impacting	the	Company's	ability	to	access	the	credit	and	capital	markets	include,	but	are	not	limited	to:	(1)	the	financial	and operational	performance	of	the	Company	and/or	its	operating	subsidiaries,	as	applicable;	(2)	the	Company's	credit	ratings	or	absence	of	a	credit	rating and/or	the	credit	rating	of	its	operating	subsidiaries,	as	applicable;	(3)	the	provisions	of	any	relevant	debt	instruments,	credit	agreements,	indentures	and similar	or	associated	documents	(collectively,	the	"Debt	Documents");	(4)	the	liquidity	of	the	overall	credit	and	capital	markets;	and	(5)	the	state	of	the economy.	There	can	be	no	assurance	that	the	Company	(particularly	as	News	Corp	currently	has	no	credit	rating)	will	continue	to	have	access	to	the	credit and	capital	markets	on	terms	acceptable	to	it.

The	Company's	consolidated	debt	could	also	have	other	adverse	effects.	A	portion	of	the	outstanding	debt	bears	interest	at	variable	rates,	which	exposes	the Company	to	the	risk	of	interest	rate	fluctuations.	If	interest	rates	increase,	the	applicable	debt	service	obligations	will	increase,	which	could	reduce	available cash	flow	and	make	it	more	difficult	to	make	scheduled	debt	payments	and/or	limit	the	amount	of	cash	available	for	operations,	including	investments	and capital	expenditures.	Although	the	Company	hedges	a	portion	of	the	exposure	to	these	interest	rate	movements,	there	can	be	no	assurance	that	it	will	be	able to	continue	to	do	so	at	a	reasonable	cost	or	at	all,	or	that	there	will	not	be	a	default	by	any	of	the	counterparties	to	those	arrangements.	In	addition,	the	Foxtel operating	subsidiaries'	outstanding	Debt	Documents	contain	significant	financial	and	operating	covenants	that	may	limit	their	operational	and	financial flexibility.	Subject	to	certain	exceptions,	these	covenants	restrict	or	prohibit	these	operating	subsidiaries	from,	among	other	things,	undertaking	certain transactions,	disposing	of	properties	or	assets	(including	subsidiary	stock),	merging	or	consolidating	with	any	other	person,	making	financial accommodation	available,	giving	guarantees,	entering	into	certain	other	financing	arrangements,	creating	or	permitting	certain	liens,	engaging	in	transactions with	affiliates,	making	repayments	of	other	loans	and	undergoing	fundamental	business	changes.	These	instruments	also	generally	include	financial covenants	requiring	the	Foxtel	operating	subsidiaries	to	maintain	specified	total	debt	to	EBITDA	and	interest	coverage	ratios.	In	the	event	any	of	these covenants	are	breached	and	such	breach	results	in	a	default	under	any	of	the	Foxtel	operating	subsidiaries'	Debt	Documents,	the	lenders	or	noteholders,	as applicable,	may	accelerate	the	maturity	of	the	indebtedness	under	the	applicable	Debt	Documents,	which	could	result	in	a	default	under	other	outstanding Debt	Documents	and	could	have	a	material	adverse	impact	on	the	Company's	business,	results	of	operation	and	financial	condition.

# 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	or	commercial	television	broadcasters	have	not	obtained	these	rights	26	weeks	before	the	start	of	the	event;

– the	rights	are	held	by	commercial	television	licensees	whose	television	broadcasting	services	cover	more	than	50%	of	the Australian	population;	or

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

•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;	and

•the	Telecommunications	Act	and	associated	Codes,	which	apply	various	consumer	protection	regimes	to	Foxtel	as	a	telecommunications	service provider.

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.	Many	of	these	laws	and	regulations	continue	to	evolve,	and	substantial	uncertainty	surrounds	their	scope	and application.	Complying	with	these	laws	and	regulations	could	be	costly,	require	the	Company	to	change	its	business	practices,	or	limit	or	restrict	aspects	of the	Company's	business	in	a	manner	adverse	to	its	business	operations,	including	by	inhibiting	or	preventing	the	collection	of	information	that	would	enable it	to	provide	more	targeted,	data-driven	advertising	offerings.	The	Company's	failure	to	comply,	even	if	inadvertent	or	in	good	faith,	or	as	a	result	of	a compromise,	breach	or	interruption	of	the	Company's	systems	by	a	third	party,	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.	Examples	of	such	laws	are	the	European	Union's	GDPR, which	went	into	effect	in	2018,	expanding	the	regulation	of	personal	data	processing	throughout	the	European	Union	and	significantly	increasing	maximum penalties	for	non-compliance,	and	California's	CCPA,	which	will	take	effect	on	January	1,	2020	and	will	put	greater	restrictions	on	the	collection	and	use	of personal	information.	See	"Governmental	Regulation—Data	Privacy	and	Security"	for	more	information.	Finally,	because	some	of	the	Company's	products and	services	are	available	on	the	internet,	it	may	be	subject	to	laws	or	regulations	exposing	it	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	subject	to	greater	regulation	and	oversight	as	a	result	of	the	implementation	of recommendations	of	the	Leveson	inquiry	into	the	U.K.	press.	Following	the	inquiry,	the	U.K.	Government	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.	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.

# 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,	employment	and	other	matters.	See	"Item	3.	Legal Proceedings"	and	Note	16	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.	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,	which	Could	Adversely	Affect	its	Operating	Results	and	Financial	Condition.

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	often	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	the Company's	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	adversely	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.

On	December	22,	2017,	the	U.S.	government	enacted	comprehensive	tax	legislation	commonly	referred	to	as	the	Tax	Cuts	and	Jobs	Act.	The	Tax	Act instituted	significant	changes	to	the	U.S.	corporate	income	tax	system	including,	among	other	things,	lowering	the	corporate	tax	rate,	implementing	a	partial territorial	tax	system	and,	beginning	in	fiscal	2019,	implementing	changes	to	limits	on	the	deductions	for	executive	compensation,	a	tax	on	global	intangible low-taxed	income,	the	base	erosion	anti-abuse	tax	and	a	deduction	for	foreign-derived	intangible	income.	While	the	Company's	accounting	for	the	effects	of the	Tax	Act	was	completed	in	the	second

quarter	of	fiscal	2019	and	the	Company	believes	those	effects	have	been	appropriately	recorded,	various	interpretive	issues	remain	with	respect	to	the	Tax Act	and	regulatory	guidance	on	many	aspects	of	the	Tax	Act	has	not	been	issued.	The	Company	continues	to	monitor,	among	other	things,	changes	in interpretations	of	the	Tax	Act,	any	legislative	action	arising	because	of	the	Tax	Act	and	any	changes	in	accounting	standards	for	income	taxes	or	related interpretations	in	response	to	the	Tax	Act.	The	Company	cannot	predict	the	manner	in	which	provisions	of	the	Tax	Act	or	any	related	regulations,	legislation or	accounting	standards	may	be	interpreted	or	enforced	in	the	future	or	whether	such	interpretation	or	enforcement	may	have	a	material	adverse	effect	on	its income	tax	expense	and/or	its	business,	results	of	operations	and	financial	condition.	See	Note	19	to	the	Financial	Statements	for	more	information regarding	the	impact	of	the	Tax	Act.

On	May	31,	2019,	the	Organization	for	Economic	Cooperation	and	Development	released	a	program	of	work	to	develop	a	consensus	solution	in	relation	to its	Base	Erosion	and	Profit	Shifting	Action	1,	Addressing	the	Tax	Challenges	of	the	Digitalization	of	the	Economy.	The	outcome	of	this	program	may change	various	aspects	of	the	existing	framework	under	which	the	Company's	tax	obligations	are	determined	in	countries	in	which	it	does	business.	In connection	with	the	release	of	the	program,	several	foreign	jurisdictions	introduced	new	digital	services	taxes	on	revenue	of	companies	that	provide	certain digital	services.	There	is	limited	guidance	about	the	applicability	of	these	new	taxes	to	the	Company's	businesses	and	significant	uncertainty	as	to	what	type of	digital	services	will	be	deemed	in	scope.	If	these	new	taxes	are	applied	to	the	Company's	revenue	in	these	foreign	jurisdictions,	which	include	the	U.K.,	it could	have	an	adverse	impact	on	its	business	and	financial	performance.

Theft	of	the	Company's	Content,	including	Digital	Piracy	and	Signal	Theft,	may	Decrease	Revenue	and	Adversely	Affect	the	Company's	Business	and Profitability.

The	Company's	success	depends	in	part	on	its	ability	to	maintain	and	monetize	the	intellectual	property	rights	in	its	content,	and	theft	of	its	brands, programming,	digital	content,	books	and	other	copyrighted	material	affects	the	value	of	its	content.	Developments	in	technology,	including	the	wide availability	of	higher	internet	bandwidth	and	reduced	storage	costs,	increase	the	threat	of	content	piracy	by	making	it	easier	to	stream,	duplicate	and	widely distribute	pirated	material,	including	from	other	less-regulated	countries	into	the	Company's	primary	markets.	The	Company	seeks	to	limit	the	threat	of content	piracy	by	preventing	unauthorized	access	to	its	content	through	the	use	of	programming	content	encryption,	signal	encryption	and	other	security access	devices	and	digital	rights	management	software,	as	well	as	by	obtaining	site	blocking	orders	against	pirate	streaming	and	torrent	sites	and	a	variety	of other	actions,	both	individually	and,	in	some	instances,	together	with	industry	associations.	However,	these	efforts	are	not	always	successful,	and	the Company	cannot	ensure	that	it	will	be	able	to	reduce	or	control	theft	of	its	content.	The	proliferation	of	unauthorized	use	of	the	Company's	content	may have	an	adverse	effect	on	its	business	and	profitability	by	reducing	the	revenue	that	the	Company	could	receive	from	the	legitimate	sale	and	distribution	of its	content.	Moreover,	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.	In	addition,	the	failure	of	legal	and	technological	protections	to	evolve	as	piracy	and	associated technological	tools	become	more	sophisticated,	could	make	it	more	difficult	for	the	Company	to	adequately	protect	its	intellectual	property,	which	could,	in turn,	negatively	impact	its	value	and	further	increase	the	Company's	enforcement	costs.

The	Company's	Pay-TV	Business	Depends	on	a	Single	or	Limited	Number	of	Suppliers	for	Certain	Key	Products	or	Services,	and	Any	Reduction	or Interruption	in	the	Supply	of	These	Products	and	Services	or	a	Significant	Increase	in	Price	Could	Have	an	Adverse	Effect	on	the	Company's	Business, Results	of	Operations	and	Financial	Condition.

The	Company's	pay-TV	business	depends	on	a	single	or	limited	number	of	third	party	suppliers	to	supply	certain	key	products	and	services	necessary	to provide	its	pay-TV	services.	In	particular,	the	Company	depends	on	Optus

to	provide	all	of	its	satellite	transponder	capacity,	and	ARRIS	and	Technicolor	are	the	Company's	sole	suppliers	of	satellite	set-top	boxes	and	the	Foxtel Now	box,	respectively.	If	any	of	these	suppliers	breaches	or	terminates	their	agreements	with	the	Company	or	otherwise	fails	to	perform	their	obligations	in a	timely	manner,	experiences	operating	or	financial	difficulties,	is	unable	to	meet	demand	due	to	component	shortages,	insufficient	capacity	or	otherwise, significantly	increases	the	amount	the	Company	pays	for	necessary	products	or	services	or	ceases	production	of	any	necessary	product,	the	Company's business,	results	of	operations	and	financial	condition	may	be	adversely	affected.

In	addition,	Telstra	is	the	primary	supplier	of	cable	distribution	capacity	for	the	Company's	pay-TV	programming	and	is	also	currently	the	exclusive provider	of	wholesale	fixed	voice	and	broadband	services	for	the	Company's	pay-TV	business,	as	well	as	its	primary	supplier	of	wholesale	mobile	voice	and broadband	services	and	the	largest	reseller	of	its	cable	and	satellite	products.	Any	disruption	in	the	supply	of	those	services	or	a	decline	in	Telstra's	business could	result	in	disruptions	to	the	supply	of,	and/or	reduce	the	number	of	subscribers	for,	the	Company's	products	and	services,	which	could,	in	turn, adversely	affect	its	business,	results	of	operations	and	financial	condition.

While	the	Company	will	seek	alternative	sources	for	the	products	and	services	described	above	where	possible	and/or	permissible	under	applicable agreements,	it	may	not	be	able	to	develop	these	alternative	sources	quickly	and	cost-effectively,	which	could	impair	its	ability	to	timely	deliver	its	products and	services	to	its	subscribers	or	operate	its	business.

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,	2019,	approximately	61%	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	such	as the	GDPR;	(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	has	and	may	continue to,	among	other	things,	adversely	affect	economic	and	market	conditions	in	the	U.K.	and	the	European	Union	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,	results	of	operations,	financial	condition	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.

The	Company	is	Party	to	Agreements	with	Third	Parties	Relating	to	Certain	of	its	Businesses	That	Contain	Operational	and	Management	Restrictions and/or	Other	Rights	That,	Depending	on	the	Circumstances,	May	Not	be	in	the	Best	Interest	of	the	Company.

The	Company	is	party	to	agreements	with	third	parties	relating	to	certain	of	its	businesses	that	restrict	the	Company's	ability	to	take	specified	actions	and contain	other	rights	that,	depending	on	the	circumstances,	may	not	be	in	the	best	interest	of	the	Company.	For	example,	the	Company	and	Telstra	are	parties to	a	Shareholders'	Agreement	with	respect	to	Foxtel	containing	certain	minority	protections	for	Telstra,	including	standard	governance	provisions,	as	well	as transfer	and	exit	rights.	The	Shareholders'	Agreement	provides	Telstra	with	the	right	to	appoint	two	directors	to	the	Board	of	Foxtel,	as	well	as	Board	and shareholder-level	veto	rights	over	certain	non-ordinary	course	and/or	material	corporate	actions	that	may	prevent	Foxtel	from	taking	actions	that	are	in	the interests	of	the	Company.	The	Shareholders'	Agreement	also	provides	for	(1)	certain	transfer

restrictions,	which	could	adversely	affect	the	Company's	ability	to	effect	such	transfers	and/or	the	prices	at	which	those	transfers	may	occur,	and	(2)	exit arrangements,	which	could,	in	certain	circumstances,	force	the	Company	to	sell	its	interest,	subject	to	rights	of	first	and,	in	some	cases,	last	refusals.

In	addition,	Move,	the	Company's	digital	real	estate	services	business	in	the	U.S.,	operates	the	realtor.com®	website	under	an	agreement	with	NAR	that	is perpetual	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.

Failure	by	the	Company	to	Protect	Certain	Intellectual	Property	and	Brands,	or	Infringement	Claims	by	Third	Parties,	Could	Adversely	Impact	the Company's	Business,	Results	of	Operation	and	Financial	Condition.

The	Company's	businesses	rely	on	a	combination	of	trademarks,	trade	names,	copyrights,	patents,	domain	names,	trade	secrets	and	other	proprietary	rights, as	well	as	licenses	and	other	contractual	arrangements,	including	licenses	relating	to	sports	programming	rights,	set-top	box	technology	and	related	systems, the	NAR	License	and	the	Fox	Licenses,	to	establish,	obtain	and	protect	the	intellectual	property	and	brand	names	used	in	their	businesses.	The	Company believes	its	proprietary	trademarks,	trade	names,	copyrights,	patents,	domain	names,	trade	secrets	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	or	those	of	its	licensors	and suppliers	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	or	its	licensors	and	suppliers	to	effectively	protect	its	or	their	intellectual	property	or	brands,	or	any	infringement	claims	by	third	parties,	could adversely	impact	the	Company's	business,	results	of	operations	or	financial	condition.	Claims	of	intellectual	property	infringement	could	require	the Company	to	enter	into	royalty	or	licensing	agreements	on	unfavorable	terms	(if	such	agreements	are	available	at	all),	require	the	Company	to	spend substantial	sums	to	defend	against	or	settle	such	claims	or	to	satisfy	any	judgment	rendered	against	it,	or	cease	any	further	use	of	the	applicable	intellectual property,	which	could	in	turn	require	the	Company	to	change	its	business	practices	or	offerings	and	limit	its	ability	to	compete	effectively.	Even	if	the Company	believes	any	such	challenges	or	claims	are	without	merit,	they	can	be	time-consuming	and	costly	to	defend	and	divert	management's	attention	and resources	away	from	its	business.	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,	and	any	Increase	in	Newsprint	Costs	or	Disruption	in	Newsprint	Supply may	Adversely	Affect	the	Company's	Business,	Results	of	Operations	and	Financial	Condition.

Newsprint	is	a	significant	expense	for	the	Company's	newspaper	publishing	units.	The	price	of	newsprint	has	historically	been	volatile,	and	a	number	of factors	may	cause	prices	to	increase,	including:	(1)	the	closure	and	consolidation	of	newsprint	mills	or	the	conversion	of	newsprint	mills	to	other	products	or grades	of	paper,	which	has	reduced	the	number	of	newsprint	suppliers	over	the	years;	(2)	the	imposition	of	tariffs	or	other	restrictions	on	non-U.S.	suppliers of	paper;	(3)	an	increase	in	supplier	operating	expenses	due	to	rising	raw	material	or	energy	costs	or	other	factors;	(4)	failure	to	maintain	the	Company's current	consumption	levels;	and	(5)	the	inability	to	maintain	the	Company's	existing	relationships	with	its	newsprint	suppliers.	Any	increase	in	the	cost	of newsprint,	undersupply	or	supply	chain	disruption	could	have	an	adverse	effect	on	the	Company's	business,	results	of	operations	and	financial	condition.

Damage,	Failure	or	Destruction	of	Satellites	and	Transmitter	Facilities	that	the	Company's	Pay-TV	Business	Depends	Upon	to	Distribute	its	Programming Could	Adversely	Affect	the	Company's	Business,	Results	of	Operations	and	Financial	Condition.

The	Company's	pay-TV	business	uses	satellite	systems	to	transmit	its	programming	to	its	subscribers	and/or	authorized	sublicensees.	The	Company's distribution	facilities	include	uplinks,	communications	satellites	and	downlinks,	and	the	Company	also	uses	studio	and	transmitter	facilities.	Transmissions may	be	disrupted	or	degraded	as	a	result	of	local	disasters,	including	extreme	weather,	that	damage	or	destroy	on-ground	uplinks	or	downlinks	or	studio	and transmitter	facilities,	or	as	a	result	of	damage	to	a	satellite.	Satellites	are	subject	to	significant	operational	and	environmental	risks	while	in	orbit,	including anomalies	resulting	from	various	factors	such	as	manufacturing	defects	and	problems	with	power	or	control	systems,	as	well	as	environmental	hazards	such as	meteoroid	events,	electrostatic	storms	and	collisions	with	space	debris.	These	events	may	result	in	the	loss	of	one	or	more	transponders	on	a	satellite	or the	entire	satellite	and/or	reduce	the	useful	life	of	the	satellite,	which	could,	in	turn,	lead	to	a	disruption	or	loss	of	video	services	to	the	Company's customers.	The	Company	does	not	carry	commercial	insurance	for	business	disruptions	or	losses	resulting	from	the	foregoing	events	as	it	believes	the	cost	of insurance	premiums	is	uneconomical	relative	to	the	risk.	Instead,	the	Company	seeks	to	mitigate	this	risk	through	the	maintenance	of	backup	satellite capacity	and	other	contingency	plans.	However,	these	steps	may	not	be	sufficient,	and	if	the	Company	is	unable	to	secure	alternate	distribution,	studio and/or	transmission	facilities	in	a	timely	manner,	any	such	disruption	or	loss	could	have	an	adverse	effect	on	the	Company's	business,	results	of	operations and	financial	condition.

The	Company	is	Subject	to	Payment	Processing	Risk	Which	Could	Lead	to	Adverse	Effects	on	the	Company's	Business	and	Results	of	Operations.

The	Company's	customers	pay	for	its	products	and	services	using	a	variety	of	different	payment	methods,	including	credit	and	debit	cards,	prepaid	cards, direct	debit,	online	wallets	and	through	direct	carrier	and	partner	billing.	The	Company	relies	on	internal	systems	as	well	as	those	of	third	parties	to	process payment.	Acceptance	and	processing	of	these	payment	methods	are	subject	to	certain	rules	and	regulations	and	require	payment	of	interchange	and	other fees.	To	the	extent	there	are	increases	in	payment	processing	fees,	material	changes	in	the	payment	ecosystem,	delays	in	receiving	payments	from	payment processors,	any	failures	to	comply	with,	or	changes	to,	rules	or	regulations	concerning	payment	processing,	loss	of	payment	or	billing	partners	and/or disruptions	or	failures	in,	or	fraudulent	use	of	or	access	to,	payment	processing	systems	or	payment	products,	the	Company's	results	of	operations	could	be adversely	impacted	and	it	could	suffer	reputational	harm.	Furthermore,	if	the	Company	is	unable	to	maintain	its	chargeback	rate	at	acceptable	levels,	card networks	may	impose	fines	and	its	card	approval	rate	may	be	impacted.	The	termination	of	the	Company's	ability	to	process	payments	on	any	major payment	method	would	adversely	affect	its	business	and	results	of	operations.

# 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.

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

Certain	of	the	Company's	directors	and	executive	officers	own	shares	of	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	FOX, including	K.	Rupert	Murdoch,	who	serves	as	the	Company's	Executive	Chairman	and	Co-Chairman	of	FOX,	and	Lachlan	K.	Murdoch,	who	serves	as	the Company's	Co-Chairman	and	Chairman	and	Chief	Executive	Officer	of	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 FOX.	For	example,	potential	conflicts	of	interest	could	arise	in	connection	with	the	resolution	of	any	dispute	that	may	arise	between	the	Company	and	FOX regarding	the	terms	of	the	agreements	governing	the	indemnification	of	certain	matters.	In	addition	to	any	other	arrangements	that	the	Company	and	FOX may	agree	to	implement,	the	Company	and	FOX	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	Amended	and	Restated	By-laws	acknowledge	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	FOX),	each	of	which	is	referred	to	as	a	covered	stockholder,	are	or	may	become	stockholders,	directors,	officers, employees	or	agents	of	FOX	and	certain	of	its	affiliates.	The	Company's	Amended	and	Restated	By-laws	further	provide	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	types	of	restricted	business	opportunities	set	forth	in	the	Company's	Amended	and	Restated	By-laws)	to	FOX instead	of	the	Company.	This	could	result	in	an	overlapping	person	submitting	any	corporate	opportunities	other	than	restricted	business	opportunities	to FOX	instead	of	the	Company.

Certain	Provisions	of	the	Company's	Restated	Certificate	of	Incorporation,	Amended	and	Restated	By-laws	and	Delaware	Law,	the	Company's	Third 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, June	2015	and	again	in	June	2018.	Pursuant	to	the	third	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,	2021,	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	5,	2019,	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	5,	2019.	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	5,	2019.	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	third	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	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;

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

(h) The	leased	offices	of	Opcity	in	Austin,	Texas.

# 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,	respectively;

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

3. The	Company-owned	print	center	and	office	building	in	Adelaide,	Australia	at	which	The	Advertiser	and	Sunday	Mail	are	printed	and published,	respectively;	and

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,	respectively;

(b) The	leased	headquarters	of	Foxtel	in	Sydney,	Australia;

(c) The	leased	corporate	offices	and	call	center	of	Foxtel	in	Melbourne,	Australia;

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

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

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

# ITEM	3.	LEGAL	PROCEEDINGS

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

# Insignia	Systems,	Inc.

On	July	11,	2019,	Insignia	Systems,	Inc.	("Insignia")	filed	a	complaint	in	the	U.S.	District	Court	for	the	District	of	Minnesota	against	News	America Marketing	FSI	L.L.C.	("NAM	FSI"),	News	America	Marketing	In-Store	Services	L.L.C.	("NAM	In-Store")	and	News	Corporation	(together,	the	"NAM Parties")	alleging	violations	of	federal	and	state	antitrust	laws	and	common	law	business	torts.	The	complaint	seeks	treble	damages,	injunctive	relief	and attorneys'	fees	and	costs.	While	it	is	not	possible	at	this	time	to	predict	with	any	degree	of	certainty	the	ultimate	outcome	of	this	action,	the	NAM	Parties believe	they	have	been	compliant	with	applicable	laws	and	intend	to	defend	themselves	vigorously.

# Valassis	Communications,	Inc.

On	November	8,	2013,	Valassis	Communications,	Inc.	("Valassis")	filed	a	complaint	in	the	U.S.	District	Court	for	the	Eastern	District	of	Michigan	(the "District	Court")	against	News	America	Incorporated,	NAM	FSI,	NAM	In-Store	and	News	Corporation	(together,	the	"NAM	Group")	alleging	violations	of federal	and	state	antitrust	laws	and	common	law	business	torts.	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	complaint,	and	on	March	30,	2016,	the	District	Court	ordered	that	Valassis's	bundling and	tying	claims	be	dismissed	and	that	all	remaining	claims	in	the	NAM	Group's	motion	to	dismiss	be	referred	to	a	panel	of	antitrust	experts	(the	"Antitrust Expert	Panel")	appointed	in	connection	with	a	prior	action	brought	by	Valassis	against	certain	members	of	the	NAM	Group.	The	Antitrust	Expert	Panel	was convened	and,	on	February	8,	2017,	recommended	that	the	NAM	Group's	counterclaims	in	the	action	be	dismissed	with	leave	to	replead	three	of	the	four counterclaims.	The	NAM	Group	filed	an	amended	counterclaim	on	February	27,	2017.	Valassis	subsequently	filed	motions	with	the	District	Court	seeking either	to	re-open	the	case	in	the	District	Court	or	to	transfer	the	case	to	the	U.S.	District	Court	for	the	Southern	District	of	New	York	(the	"N.Y.	District Court").	On	September	25,	2017,	the	District	Court	granted	Valassis's	motions	and	transferred	the	case	to	the	N.Y.	District	Court.	On	April	13,	2018,	the NAM	Group	filed	a	motion	for	summary	judgment	dismissing	the	case	with	the	N.Y.	District	Court,	and	on	February	21,	2019,	the	N.Y.	District	Court granted	the	NAM	Group's	motion	in	part	and	denied	it	in	part.	The	N.Y.	District	Court	found	that	the	NAM	Group's	bidding	practices	were	lawful	but denied	the	NAM	Group's	motion	with	respect	to	claims	arising	out	of	certain	other	alleged	contracting	practices.	Valassis	also	ceased	to	pursue	its	claims relating	to	free-standing	insert	products,	and	those	claims	were	dismissed.	While	it	is	not	possible	at	this	time	to	predict	with	any	degree	of	certainty	the ultimate	outcome	of	this	action,	the	NAM	Group	believes	it	has	been	compliant	with	applicable	laws	and	intends	to	defend	itself	vigorously.

# 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	are	settled	on	an	after-tax	basis.	In	March 2019,	as	part	of	the	separation	of	FOX	from	21st	Century	Fox,	the	Company,	News	Corp	Holdings	UK	&	Ireland,	21st	Century	Fox	and	FOX	entered	into	a Partial	Assignment	and	Assumption	Agreement,	pursuant	to	which,	among	other	things,	21st	Century	Fox	assigned,	conveyed	and	transferred	to	FOX	all	of its	indemnification	obligations	with	respect	to	the	U.K.	Newspaper	Matters.

The	net	expense	(benefit)	related	to	the	U.K.	Newspaper	Matters	in	Selling,	general	and	administrative	was	$10	million,	$(35)	million	and	$10	million	for the	fiscal	years	ended	June	30,	2019,	June	30,	2018	and	June	30,	2017,	respectively.	As	of	June	30,	2019,	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 $53	million.	The	amount	to	be	indemnified	by	FOX	of	approximately	$49	million	was	recorded	as	a	receivable	in	Other	current	assets	on	the	Balance	Sheet as	of	June	30,	2019.	The	net	benefit	for	the	fiscal	year	ended	June	30,	2018	reflects	a	$46	million	impact	from	the	reversal	of	a	portion	of	the	Company's previously	accrued	liability	and	the	corresponding	receivable	as	the	result	of	an	agreement	reached	with	the	relevant	tax	authority	with	respect	to	certain employment	taxes.	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.

# 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	5,	2019,	there	were	approximately	19,000	holders	of	record	of	shares	of	Class	A	Common	Stock	and	500	holders	of record	of	shares	of	Class	B	Common	Stock.

# Dividends

For	information	regarding	dividends,	see	Item	6.	"Selected	Financial	Data"	and	Note	12—Stockholders'	Equity	in	the	accompanying	Consolidated Financial	Statements.

# Issuer	Purchases	of	Equity	Securities

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.	No	stock	repurchases	were	made	during	fiscal	2019,	fiscal	2018	and	fiscal	2017.	Through	August	5,	2019,	the	Company cumulatively	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	5,	2019	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,	2019,	2018	and	2017.

# 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, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2019(c) | 2018(c) | 2017(c) | 2016 | 2015 |
|  |  | (in\tmillions\texcept\tper\tshare\tinformation) | (in\tmillions\texcept\tper\tshare\tinformation) | (in\tmillions\texcept\tper\tshare\tinformation) |  |
| STATEMENT\tOF\tOPERATIONS\tDATA: |  |  |  |  |  |
| Revenues(a) | $\t\t10,074 | $\t\t9,024 | $\t\t8,139 | $\t\t8,292 | $\t\t8,524 |
| Income\t(loss)\tfrom\tcontinuing\toperations\tattributable\tto\tNews\tCorporation\tstockholders(b) | 155 | (1,514) | (738) | 164 | 298 |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation\tstockholders | 155 | (1,514) | (738) | 179 | (147) |
| Income\t(loss)\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders— |  |  |  |  |  |
| basic | 0.27 | (2.60) | (1.27) | 0.28 | 0.51 |
| Income\t(loss)\tfrom\tcontinuing\toperations\tavailable\tto\tNews\tCorporation\tstockholders— |  |  |  |  |  |
| diluted | 0.26 | (2.60) | (1.27) | 0.28 | 0.51 |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic | 0.27 | (2.60) | (1.27) | 0.30 | (0.26) |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—diluted | 0.26 | (2.60) | (1.27) | 0.30 | (0.26) |
| Cash\tdividends\tper\tshare\tof\tClass\tA\tand\tClass\tB\tCommon\tStock | 0.20 | 0.20 | 0.20 | 0.20 | — |

|  |  |  | As	of	June	30, |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2019(c) | 2018(c) | 2017(c) | 2016 | 2015 |
|  |  |  | (in\tmillions) |  |  |
| BALANCE\tSHEET\tDATA: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $1,643 | $2,034 | $2,016 | $1,832 | $1,951 |
| Total\tassets(a) | \t 15,711 | \t 16,346 | \t 14,552 | \t 15,483 | \t 15,035 |
| Total\tborrowings(a) | 1,453 | 1,952 | 379 | 372 | — |
| Redeemable\tpreferred\tstock | — | 20 | 20 | 20 | 20 |

(a) During	the	fiscal	year	ended	June	30,	2018,	News	Corp	and	Telstra	Corporation	Limited	("Telstra")	combined	their	respective	50%	interests	in	the Foxtel	Group	and	News	Corp's	100%	interest	in	FOX	SPORTS	Australia	into	a	new	company,	NXE	Australia	Pty	Limited	("the	Transaction"),	which the	Company	refers	to	as	"Foxtel"	for	post-Transaction	periods.	For	periods	prior	to	the	completion	of	the	Transaction,	the	Company	continues	to refer	to	its	equity	investment	in	the	Foxtel	Group	as	Foxtel.	Following	the	completion	of	the	Transaction	in	April	2018,	News	Corp	owns	a	65% interest	in	Foxtel,	and	Telstra	owns	the	remaining	35%.	Consequently,	the	Company	began	consolidating	the	Foxtel	Group	in	the	fourth	quarter	of fiscal	2018.	As	a	result	of	the	Transaction,	Foxtel's	outstanding	debt	of	approximately	$1.2	billion	and	$1.6	billion	is	included	in	the	Balance	Sheets as	of	June	30,	2019	and	June	30,	2018,	respectively.	See	Note	4—Acquisitions,	Disposals	and	Other	Transactions	and	Note	9—Borrowings	in	the accompanying	Consolidated	Financial	Statements.

(b) During	the	fiscal	year	ended	June	30,	2019,	the	Company	recognized	non-cash	impairment	charges	of	$96	million	primarily	related	to	the	impairment of	goodwill	at	a	reporting	unit	within	the	News	and	Information	Services	segment.	See	Note	8—Goodwill	and	Other	Intangible	Assets	in	the accompanying	Consolidated	Financial	Statements.

During	the	fiscal	year	ended	June	30,	2018,	the	Company	recognized	a	$957	million	non-cash	write-down	of	the	carrying	value	of	its	investment	in Foxtel.	See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements.	Additionally,	during	the	fiscal	year	ended	June	30,	2018, the	Company

recognized	non-cash	impairment	charges	of	$280	million	primarily	related	to	the	impairment	of	goodwill	and	intangible	assets	at	the	News	America Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS	Australia	reporting	unit.	See	Note	8—Goodwill	and	Other	Intangible Assets	in	the	accompanying	Consolidated	Financial	Statements.	As	a	result	of	the	Transaction,	the	Company	recognized	a	$337	million	loss	in	Other, net,	primarily	related	to	the	Company's	settlement	of	its	pre-existing	contractual	arrangement	between	Foxtel	and	FOX	SPORTS	Australia	which resulted	in	a	$317	million	write-off	of	its	channel	distribution	agreement	intangible	asset	at	the	time	of	the	Transaction.	See	Note	4—Acquisitions, Disposals	and	Other	Transactions	in	the	accompanying	Consolidated	Financial	Statements.

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—Property,	Plant	and	Equipment	in	the	accompanying	Consolidated	Financial	Statements. 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.	The	write-down	is	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.

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.

(c) See	Notes	4,	5,	6,	7,	8,	9	and	16	in	the	accompanying	Consolidated	Financial	Statements	for	information	with	respect	to	significant	acquisitions, disposals,	impairment	charges,	restructuring	charges,	borrowings,	contingencies	and	other	transactions	during	fiscal	2019,	2018	and	2017.

# 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.

The	following	discussion	and	analysis	omits	discussion	of	fiscal	2017.	Please	see	"Item	7.	Management's	Discussion	and	Analysis	of	Financial	Condition and	Results	of	Operations"	in	the	Company's	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	June	30,	2018	for	a	discussion	on	fiscal	2017.

# 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,	subscription	video	services	in Australia,	book	publishing	and	digital	real	estate	services.

In	April	2018,	News	Corp	and	Telstra	combined	their	respective	50%	interests	in	the	Foxtel	Group	and	News	Corp's	100%	interest	in	FOX	SPORTS Australia	into	a	new	company,	NXE	Australia	Pty	Ltd.	(the	"Transaction"),	which	the	Company	refers	to	herein	as	"Foxtel"	for	post-Transaction	periods. Following	the	completion	of	the	Transaction,	News	Corp	owns	a	65%	interest	in	the	combined	business,	with	Telstra	owning	the	remaining	35%. Consequently,	the	Company	began	consolidating	the	Foxtel	Group	in	the	fourth	quarter	of	fiscal	2018.	(See	Note	4—Acquisitions,	Disposals	and	Other Transactions	in	the	accompanying	Consolidated	Financial	Statements).	For	periods	prior	to	the	completion	of	the	Transaction,	the	Company	continues	to refer	to	its	equity	investment	in	the	Foxtel	Group	as	Foxtel.	The	results	of	the	combined	business	are	reported	within	the	Subscription	Video	Services segment.	To	enhance	the	comparability	of	the	financial	information	provided	to	users,	the	Company	has	supplementally	included	pro	forma	financial information	for	the	fiscal	year	ended	June	30,	2018	reflecting	the	Transaction	within	its	discussion	and	analysis	below.

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	two	fiscal	years	ended	June	30,	2019	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	two	fiscal	years	ended	June	30,	2019. This	analysis	is	presented	on	both	a	consolidated	basis	and	a	segment	basis.	Supplemental	revenue	information	is	also	included	for	reporting units	within	certain	segments	and	is	presented	on	a	gross	basis,	before	eliminations	in	consolidation.	In	addition,	a	brief	description	is	provided of	significant	transactions	and	events	that	impact	the	comparability	of	the	results	being	analyzed.	To	enhance	the	comparability	of	the	financial information	provided	to	users,	the	Company	has	supplementally	included	pro	forma	financial	information	for	fiscal	2018	within	its	discussion and	analysis	below	reflecting	the	Transaction.	The	Company	maintains	a	52-53	week	fiscal	year	ending	on	the	Sunday	closest	to	June	30	in each	year.	Fiscal	2019	and	2018	each	included	52	weeks.

•	 Liquidity	and	Capital	Resources—This	section	provides	an	analysis	of	the	Company's	cash	flows	for	the	two	fiscal	years	ended	June	30, 2019,	as	well	as	a	discussion	of	the	Company's	financial	arrangements	and	outstanding	commitments,	both	firm	and	contingent,	that	existed	as of	June	30,	2019.

•	 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	Barron's	Group, which	includes	Barron's	and	MarketWatch,	the	Company's	suite	of	professional	information	products,	including	Factiva,	Dow	Jones	Risk	& Compliance,	and	Dow	Jones	Newswires,	and	its	live	journalism	events.	The	Company	also	owns,	among	other	publications,	The	Australian, The	Daily	Telegraph,	Herald	Sun,	The	Courier	Mail	and	The	Advertiser	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	in-store marketing	products	and	services,	home-delivered	shopper	media,	and	digital	marketing	solutions,	including	Checkout	51's	mobile	application, as	well	as	Unruly,	a	global	video	advertising	marketplace,	Wireless	Group,	operator	of	talkSPORT,	the	leading	sports	radio	network	in	the U.K.,	and	Storyful,	a	social	media	content	agency.

•Subscription	Video	Services—The	Company's	Subscription	Video	Services	segment	provides	video	sports,	entertainment	and	news	services to	pay-TV	subscribers	and	other	commercial	licensees,	primarily	via	cable,	satellite	and	internet	distribution,	and	consists	of	(i)	the	Company's 65%	interest	in	Foxtel	(with	the	remaining	35%	interest	in	Foxtel	held	by	Telstra,	an	Australian	Securities	Exchange	("ASX")-listed telecommunications	company)	and	(ii)	Australian	News	Channel	("ANC").	Foxtel	is	the	largest	pay-TV	provider	in	Australia,	with	nearly	200 channels	covering	sports,	general	entertainment,	movies,	documentaries,	music,	children's	programming	and	news.	Foxtel	offers	the	leading sports	programming	content	in	Australia,	with	broadcast	rights	to	live	sporting	events

including:	National	Rugby	League,	Australian	Football	League,	Cricket	Australia,	the	domestic	football	league,	the	Australian	Rugby	Union and	various	motorsports	programming.	Foxtel	also	operates	Foxtel	Now,	an	over-the-top,	or	OTT,	service,	and	Kayo,	a	sports-only	OTT service.

ANC	operates	the	SKY	NEWS	network,	Australia's	24-hour	multi-channel,	multi-platform	news	service.	ANC	channels	are	distributed throughout	Australia	and	New	Zealand	and	available	on	Foxtel	and	Sky	Network	Television	NZ.	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.

•	 Book	Publishing—The	Book	Publishing	segment	consists	of	HarperCollins,	the	second	largest	consumer	book	publisher	in	the	world,	with operations	in	17	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,	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	61.6%	interest	in	REA	Group	and	80% interest	in	Move.	The	remaining	20%	interest	in	Move	is	held	by	REA	Group.	REA	Group	is	a	market-leading	digital	media	business specializing	in	property	and	is	listed	on	the	ASX	(ASX:	REA).	REA	Group	advertises	property	and	property-related	services	on	its	websites and	mobile	apps	across	Australia	and	Asia,	including	Australia's	leading	residential,	commercial	and	share	property	websites, realestate.com.au,	realcommercial.com.au,	Flatmates.com.au	and	spacely.com.au,	and	property	portals	in	Asia.	In	addition,	REA	Group provides	property-related	data	to	the	financial	sector	and	financial	services	through	an	end-to-end	digital	property	search	and	financing experience	and	a	mortgage	broking	offering.

Move	is	a	leading	provider	of	online	real	estate	services	in	the	U.S.	and	primarily	operates	realtor.com®,	a	premier	real	estate	information	and services	marketplace.	Move	offers	real	estate	advertising	solutions	to	agents	and	brokers,	including	its	ConnectionsSM	Plus	and	AdvantageSM Pro	products	as	well	as	its	Opcity	performance	and	subscription-based	services.	Move	also	offers	a	number	of	professional	software	and services	products,	including	Top	Producer®,	and	ListHubTM.

•	 Other—The	Other	segment	consists	primarily	of	general	corporate	overhead	expenses,	the	corporate	Strategy	Group	and	costs	related	to	the U.K.	Newspaper	Matters.	The	Company's	Strategy	Group	identifies	new	products	and	services	across	its	businesses	to	increase	revenues	and profitability	and	targets	and	assesses	potential	acquisitions,	investments	and	dispositions.

Revenue	at	the	News	and	Information	Services	segment	is	derived	primarily	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	and	other	factors	that	may	affect	paper	prices,	including	tariffs	or	other	restrictions	on	non-U.S.	paper	suppliers.	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.	Smartphones,	tablets	and	similar	devices,	their	related apps	and	other	technologies,	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	consumers. The	Company	continues	to	develop	and	implement	strategies	to	exploit	its	content	across	a	variety	of	media	channels	and	platforms.

The	Company's	Subscription	Video	Services	segment	consists	of	(i)	its	65%	interest	in	Foxtel	and	(ii)	ANC.	Foxtel	is	the	largest	pay-TV	provider	in Australia,	delivering	nearly	200	channels	including	the	leading	sports	programming	content	in	Australia.	Foxtel	generates	revenue	primarily	through subscription	revenue	as	well	as	advertising	revenue.

Foxtel	competes	for	audiences	primarily	with	a	variety	of	other	video	content	providers,	such	as	traditional	Free-To-Air	("FTA")	TV	operators	in	Australia, including	the	three	major	commercial	FTA	networks	and	two	major	government-funded	FTA	broadcasters,	and	new	content	providers	that	deliver	video programming	over	the	internet.	These	providers	include,	Internet	Protocol	television,	or	IPTV,	and	subscription	video-on-demand	providers	such	as	Fetch TV,	Netflix,	Stan	and	Amazon	Prime	Video;	streaming	services	offered	through	digital	media	providers;	as	well	as	programmers	and	distributors	that provide,	or	have	indicated	an	intention	to	provide,	content	directly	to	consumers	over	the	internet.

ANC	operates	the	SKY	NEWS	network,	Australia's	24-hour	multi-channel,	multi-platform	news	service,	and	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	Subscription	Video	Services	segment	are	the	acquisition	and	production	expenses	related	to	programming, the	expenses	related	to	operating	the	technical	facilities	of	the	broadcast	operations,	expenses	related	to	cable,	satellite,	internet	and	broadband	transmission costs	and	studio

and	engineering	expense.	The	expenses	associated	with	licensing	certain	programming	rights	are	recognized	during	the	applicable	season	or	event,	which can	cause	results	at	the	Subscription	Video	Services	segment	to	fluctuate	based	on	the	timing	and	mix	of	Foxtel's	local	and	international	sports programming.	Programming	rights	associated	with	a	dedicated	channel	are	amortized	over	12	months.	Other	expenses	include	subscriber	acquisition	costs such	as	sales	costs	and	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	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	property	and	property-related	advertising	and	services,	including	the	sale	of	real	estate listing	and	performance-based	products	to	agents,	brokers	and	developers,	display	advertising	on	its	residential	real	estate	and	commercial	property	sites	and residential	property	data	services	to	the	financial	sector.	The	Digital	Real	Estate	Services	segment	also	generates	revenue	through	licenses	of	certain professional	software	products	on	a	subscription	basis	and	fees	and	commissions	from	referrals	generated	through	its	end-to-end	digital	property	search	and financing	offering	and	mortgage	broking	services.	Significant	expenses	associated	with	these	sites,	services	and	software	solutions	include	development costs,	advertising	and	promotional	expenses,	hosting	and	support	services,	salaries,	broker	commissions,	employee	benefits	and	other	routine	overhead expenses.

Consumers	are	increasingly	turning	to	the	internet	and	mobile	devices	for	real	estate	information	and	services.	The	Digital	Real	Estate	Services	segment's success	depends	on	its	continued	innovation	to	provide	products	and	services	that	are	useful	for	consumers	and	real	estate,	mortgage	and	financial	services professionals	and	attractive	to	its	advertisers.	The	Digital	Real	Estate	Services	segment	operates	in	a	highly	competitive	digital	environment	with	other	real estate	and	property	websites.

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

# Other	Business	Developments

In	June	2019,	the	Company	announced	that	it	is	reviewing	strategic	options	for	News	America	Marketing,	including	a	potential	sale.	There	is	no	assurance regarding	the	timing	of	any	action	or	transaction,	nor	that	the	strategic	review	will	result	in	a	transaction	or	other	strategic	change.

In	October	2018,	the	Company	acquired	Opcity	Inc.	("Opcity"),	a	market-leading	real	estate	technology	platform	that	matches	qualified	home	buyers	and sellers	with	real	estate	professionals	in	real	time.	The	total	transaction	value	was	approximately	$210	million,	consisting	of	approximately	$182	million	in cash,	net	of	$7	million	of	cash	acquired	and	approximately	$28	million	in	deferred	payments	and	restricted	stock	unit	awards	for	Opcity's	founders	and qualifying	employees,	which	is	being	recognized	as	compensation	expense	over	the	three	years	following	the	closing.	Included	in	the	cash	amount	was approximately	$20	million	that	is	being	held	back	for	approximately	18	months	after	closing.	The	acquisition	broadens	realtor.com®'s	lead	generation product	portfolio,	allowing	real	estate	professionals	to	choose	between	traditional	lead	products	or	a	concierge-based	model	that	provides	highly	vetted, transaction-ready	leads.	Opcity	is	a	subsidiary	of	Move,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

In	addition	to	the	acquisitions	noted	above,	the	Company	used	$26	million	of	cash	for	additional	acquisitions	during	fiscal	2019,	primarily	relating	to	Racing Internet	Services	("Racenet")	and	Medium	Rare	Content	Agency	("Medium	Rare"),	an	integrated	content	agency.	Racenet	and	Medium	Rare	are subsidiaries	of	News	Corp	Australia	and	the	results	of	each	are	included	within	the	News	and	Information	Services	segment.

In	June	2018,	REA	Group	acquired	Hometrack	Australia	Pty	Ltd	("Hometrack	Australia")	for	approximately	A$130	million	(approximately	$100	million)	in cash,	which	was	funded	with	a	mix	of	cash	on	hand	and	debt	of	A$70	million	(approximately	$53	million).	Hometrack	Australia	is	a	provider	of	property data	services	to	the	financial	sector	and	it	allows	REA	Group	to	deliver	more	property	data	and	insights	to	its	customers.	Hometrack	Australia	is	a	subsidiary of	REA	Group,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

In	April	2018,	News	Corp	and	Telstra	combined	their	respective	50%	interests	in	the	Foxtel	Group	and	News	Corp's	100%	interest	in	FOX	SPORTS Australia	into	a	new	company.	Following	the	completion	of	the	Transaction,	News	Corp	owns	a	65%	interest	in	the	combined	business,	with	Telstra	owning the	remaining	35%.	The	combination	allows	Foxtel	and	FOX	SPORTS	Australia	to	leverage	their	media	platforms	and	content	to	improve	services	for consumers	and	advertisers.	The	results	of	Foxtel	are	reported	within	the	Subscription	Video	Services	segment,	and	Foxtel	is	considered	a	separate	reporting unit	for	purposes	of	the	Company's	annual	goodwill	impairment	review.

In	July	2017,	REA	Group	acquired	an	80.3%	interest	in	Smartline	Home	Loans	Pty	Limited	("Smartline")	for	approximately	A$70	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	recognized	a	liability	of	$12	million	in	the	three	months	ended	September	30,	2017	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	acquisition	provides	REA	Group's	financial	services	business	with	greater	scale	and capability.	Smartline	is	a	subsidiary	of	REA	Group,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

# Results	of	Operations—Fiscal	2019	versus	Fiscal	2018	(as	reported)

The	following	table	sets	forth	the	Company's	operating	results	for	fiscal	2019	as	compared	to	fiscal	2018.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $4,104 | $3,021 | $1,083 | 36% |
| Advertising | 2,738 | 2,856 | (118) | (4)% |
| Consumer | 1,679 | 1,664 | 15 | 1% |
| Real\testate | 908 | 858 | 50 | 6% |
| Other | 645 | 625 | 20 | 3% |
| Total\tRevenues | \t 10,074 | 9,024 | \t 1,050 | 12% |
| Operating\texpenses | (5,622) | (4,903) | (719) | (15)% |
| Selling,\tgeneral\tand\tadministrative | (3,208) | (3,050) | (158) | (5)% |
| Depreciation\tand\tamortization | (659) | (472) | (187) | (40)% |
| Impairment\tand\trestructuring\tcharges | (188) | (351) | 163 | 46% |
| Equity\tlosses\tof\taffiliates | (17) | (1,006) | 989 | 98% |
| Interest\texpense,\tnet | (59) | (7) | (52) | ** |
| Other,\tnet | 33 | (324) | 357 | ** |
| Income\t(loss)\tbefore\tincome\ttax\texpense | 354 | (1,089) | \t 1,443 | ** |
| Income\ttax\texpense | (126) | (355) | 229 | 65% |
| Net\tincome\t(loss) | 228 | (1,444) | \t 1,672 | ** |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (73) | (70) | (3) | (4)% |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation | $155 | $(1,514) | $1,669 | ** |

# ** not	meaningful

Revenues—Revenues	increased	$1,050	million,	or	12%,	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	The	Revenue	increase	was primarily	due	to	higher	revenues	at	the	Subscription	Video	Services	segment	of	$1,198	million	resulting	in	large	part	from	the	Transaction,	which contributed	$1,289	million	to	the	increase	and	higher	revenues	of	$18	million	at	the	Digital	Real	Estate	Services	segment.	These	increases	were	partially offset	by	lower	revenues	at	the	News	and	Information	Services	segment	of	$163	million,	primarily	due	to	the	$154	million	negative	impact	of	foreign currency	fluctuations,	weakness	in	the	print	advertising	market	and	lower	revenues	at	News	America	Marketing	of	$61	million,	partially	offset	by	cover	and subscription	price	increases	and	digital	subscriber	growth,	primarily	at	The	Wall	Street	Journal	and	in	Australia.	The	impact	of	the	adoption	of	the	new revenue	recognition	standard	resulted	in	a	revenue	decrease	of	approximately	$72	million.

The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	revenue	decrease	of	$311	million	for	the	fiscal	year ended	June	30,	2019	as	compared	to	fiscal	2018.	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	increased	$719	million,	or	15%,	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	The	increase in	Operating	expenses	for	the	fiscal	year	ended	June	30,	2019	was	mainly	due	to	higher	operating	expenses	at	the	Subscription	Video	Services	segment	of $822	million	primarily	resulting	from	the	Transaction.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	an Operating	expense	decrease	of	$153	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.

Selling,	general	and	administrative—Selling,	general	and	administrative	expenses	increased	$158	million,	or	5%,	for	the	fiscal	year	ended	June	30,	2019	as compared	to	fiscal	2018.	The	increase	in	Selling,	general	and	administrative	expenses	was	primarily	due	to	higher	expenses	of	$169	million	at	the Subscription	Video	Services	segment,	primarily	as	a	result	of	the	Transaction,	and	the	absence	of	the	$46	million	impact	from	the	reversal	of	a	portion	of	the previously	accrued	liability	for	the	U.K.	Newspaper	Matters	and	the	corresponding	receivable	as	the	result	of	an	agreement	reached	with	the	relevant	tax authority	with	respect	to	certain	employment	taxes	in	the	first	quarter	of	fiscal	2018.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against local	currencies	resulted	in	a	Selling,	general	and	administrative	expense	decrease	of	$109	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to fiscal	2018.

Depreciation	and	amortization—Depreciation	and	amortization	expense	increased	$187	million,	or	40%,	for	the	fiscal	year	ended	June	30,	2019	as compared	to	fiscal	2018,	primarily	as	a	result	of	an	additional	$185	million	of	depreciation	and	amortization	expense	at	the	Subscription	Video	Services segment,	mainly	due	to	the	Transaction.

Impairment	and	restructuring	charges—During	the	fiscal	years	ended	June	30,	2019	and	2018,	the	Company	recorded	restructuring	charges	of	$92	million and	$71	million,	respectively.

During	the	fiscal	year	ended	June	30,	2019,	the	Company	recognized	non-cash	impairment	charges	of	$96	million	related	to	the	impairment	of	goodwill	and intangible	assets.

During	the	fiscal	year	ended	June	30,	2018,	the	Company	recognized	non-cash	impairment	charges	of	$280	million	primarily	related	to	the	impairment	of goodwill	and	intangible	assets	at	the	News	America	Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS	Australia	reporting	unit.

See	Note	5—Restructuring	Programs	and	Note	8—Goodwill	and	Other	Intangible	Assets	in	the	accompanying	Consolidated	Financial	Statements.

Equity	losses	of	affiliates—Equity	losses	of	affiliates	improved	by	$989	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	The decrease	in	losses	for	the	fiscal	year	ended	June	30,	2019	was	primarily	due	to	the	absence	of	a	$957	million	non-cash	write-down	of	the	carrying	value	of the	Company's	investment	in	Foxtel	recognized	in	the	third	quarter	of	fiscal	2018.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Foxtel(a) | $ — | $(974) | $974 | ** |
| Other\tequity\taffiliates,\tnet(b) | (17) | (32) | 15 | 47% |
| Total\tEquity\tlosses\tof\taffiliates | $(17) | $(1,006) | $989 | 98% |

(a) Following	completion	of	the	Transaction	in	April	2018,	News	Corp	ceased	accounting	for	Foxtel	as	an	equity	method	investment	and	began consolidating	its	results	in	the	fourth	quarter	of	fiscal	2018.	See	Note	4—Acquisitions,	Disposals	and	Other	Transactions	and	Note	6—Investments	in the	accompanying	Consolidated	Financial	Statements.

The	fiscal	year	ended	June	30,	2018	included	the	write-down	discussed	above.	See	Note	6—Investments	in	the	accompanying	Consolidated	Financial Statements.

In	accordance	with	Accounting	Standards	Codification	("ASC")	350,	"Intangibles—Goodwill	and	Other"	("ASC	350"),	the	Company	amortized $49	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	year	ended	June	30,	2018.	Such	amortization	is	reflected	in	Equity	losses	of	affiliates	in	the	Statement	of	Operations.

(b) Other	equity	affiliates,	net	for	the	fiscal	years	ended	June	30,	2019	and	2018	include	losses	primarily	from	the	Company's	interest	in	Elara. Additionally,	during	the	fiscal	year	ended	June	30,	2018	the	Company	recognized	$13	million	in	non-cash	write-downs	of	certain	equity	method investments'	carrying	values.	The	write-downs	were	reflected	in	Equity	losses	of	affiliates	in	the	Statement	of	Operations	for	the	fiscal	year	ended June	30,	2018.	See	Note	6—Investments	in	the	accompanying	Consolidated	Financial	Statements.

Interest	expense,	net—Interest	expense,	net	for	the	fiscal	year	ended	June	30,	2019	increased	$52	million,	as	compared	to	fiscal	2018,	primarily	due	to higher	interest	expense	as	a	result	of	the	Transaction.	As	a	result	of	the	Transaction,	the	Company	consolidated	outstanding	debt	of	approximately $1.8	billion.	See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements.

Other,	net—Other,	net	increased	$357	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	See	Note	21—Additional	Financial Information	in	the	accompanying	Consolidated	Financial	Statements.

Income	tax	(expense)	benefit—The	Company's	income	tax	expense	and	effective	tax	rate	for	the	fiscal	year	ended	June	30,	2019	were	$126	million	and 36%,	respectively,	as	compared	to	an	income	tax	expense	and	effective	tax	rate	of	$355	million	and	(33%),	respectively,	for	fiscal	2018.

For	the	fiscal	year	ended	June	30,	2019	the	Company	recorded	a	tax	expense	of	$126	million	on	pre-tax	income	of	$354	million	resulting	in	an	effective	tax rate	that	was	higher	than	the	U.S.	statutory	tax	rate.	The	higher	tax	rate	was	primarily	due	to	lower	tax	benefits	on	impairments,	valuation	allowances	being recorded	against	tax	benefits	in	certain	foreign	jurisdictions	with	operating	losses	and	the	impact	from	foreign	operations	which	are	subject	to	higher	tax rates.

For	the	fiscal	year	ended	June	30,	2018,	the	Company	recorded	a	tax	expense	of	$355	million	on	pre-tax	loss	of	$1,089	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	$340	million	of	lower	tax	benefits	on	impairments	and	write- downs	of	approximately	$1.3	billion,	$88	million	of	lower	tax	benefits	related	to	the	$337	million	loss	for	the	settlement	of	the	pre-existing	contractual arrangement	between	FOX	SPORTS	Australia	and	Foxtel	as	a	result	of	the	Transaction	and	a	tax	expense	of	$237	million	related	to	the	impact	of	the	Tax Act,	offset	by	a	tax	benefit	of	approximately	$49	million	related	to	the	settlement	of	pre-Separation	tax	matters	with	the	Internal	Revenue	Service.

Net	income	(loss)—Net	income	(loss)	increased	$1,672	million	for	the	fiscal	year	ended	June	30,	2019	as

compared	to	fiscal	2018	primarily	due	to	lower	equity	losses	of	affiliates	resulting	from	the	absence	of	the

$957	million	non-cash	write-down	of	the	carrying	value	of	the	Company's	investment	in	Foxtel	recognized	in	fiscal	2018,	lower	impairment	and restructuring	charges	resulting	from	the	absence	of	non-cash	impairment	charges	of	$280	million	primarily	related	to	the	impairment	of	goodwill	and intangible	assets	at	the	News	America	Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS	Australia	reporting	unit,	higher	Other,	net resulting	from	the	absence	of	a	$337	million	loss	related	to	the	Transaction,	primarily	resulting	from	the	write-off	of	the	FOX	SPORTS	Australia	channel distribution	agreement	intangible	asset,	the	absence	of	the	$237	million	negative	impact	of	the	Tax	Act	recognized	in	fiscal	2018	and	higher	Total	Segment EBITDA,	partially	offset	by	higher	Depreciation	and	amortization	and	Interest	expense.

Net	income	attributable	to	noncontrolling	interests—Net	income	attributable	to	noncontrolling	interests	increased	$3	million,	or	4%,	for	the	fiscal	year ended	June	30,	2019	as	compared	to	fiscal	2018,	primarily	due	to	higher	results	at	REA	Group	offset	by	the	noncontrolling	interest	impact	from	Foxtel.

# Segment	Analysis

Segment	EBITDA	is	defined	as	revenues	less	operating	expenses	and	selling,	general	and	administrative	expenses.	Segment	EBITDA	does	not	include: depreciation	and	amortization,	impairment	and	restructuring	charges,	equity	losses	of	affiliates,	interest	expense,	net,	other,	net	and	income	tax	(expense) benefit.	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	income	(loss),	cash	flow	and	other measures	of	financial	performance	reported	in	accordance	with	GAAP.	In	addition,	this	measure	does	not	reflect	cash	available	to	fund	requirements	and excludes	items,	such	as	depreciation	and	amortization	and	impairment	and	restructuring	charges,	which	are	significant	components	in	assessing	the Company's	financial	performance.	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	Net	income	(loss)	to	Total	Segment	EBITDA	for	the	fiscal	years ended	June	30,	2019	and	2018:

|  | 2019 | 2018 |
| :--- | :--- | :--- |
| (in\tmillions) |  |  |
| Net\tincome\t(loss) | $228 | $(1,444) |
| Add: |  |  |
| Income\ttax\texpense | 126 | 355 |
| Other,\tnet | (33) | 324 |
| Interest\texpense,\tnet | 59 | 7 |
| Equity\tlosses\tof\taffiliates | 17 | 1,006 |
| Impairment\tand\trestructuring\tcharges | 188 | 351 |
| Depreciation\tand\tamortization | 659 | 472 |
| Total\tSegment\tEBITDA | $1,244 | $1,071 |

The	following	table	sets	forth	the	Company's	Revenues	and	Segment	EBITDA	for	the	fiscal	years	ended	June	30,	2019	and	2018:

|  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 |  | 2018 |  |
|  |  | Segment |  | Segment |
| (in\tmillions) | Revenues | EBITDA | Revenues | EBITDA |
| News\tand\tInformation\tServices | $4,956 | $417 | $5,119 | $397 |
| Subscription\tVideo\tServices | 2,202 | 380 | 1,004 | 173 |
| Book\tPublishing | 1,754 | 253 | 1,758 | 239 |
| Digital\tReal\tEstate\tServices | 1,159 | 384 | 1,141 | 401 |
| Other | 3 | (190) | 2 | (139) |
| Total | $10,074 | $1,244 | $9,024 | $1,071 |

News	and	Information	Services	(49%	and	57%	of	the	Company's	consolidated	revenues	in	fiscal	2019	and	2018,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $2,128 | $2,115 | $13 | 1% |
| Advertising | 2,400 | 2,589 | (189) | (7)% |
| Other | 428 | 415 | 13 | 3% |
| Total\tRevenues | 4,956 | 5,119 | (163) | (3)% |
| Operating\texpenses | (2,822) | (2,934) | 112 | 4% |
| Selling,\tgeneral\tand\tadministrative | (1,717) | (1,788) | 71 | 4% |
| Segment\tEBITDA | $417 | $397 | $20 | 5% |

For	the	fiscal	year	ended	June	30,	2019,	revenues	at	the	News	and	Information	Services	segment	decreased	$163	million,	or	3%,	as	compared	to	fiscal	2018. The	revenue	decrease	was	primarily	due	to	lower	Advertising	revenues	of	$189	million	resulting	mainly	from	weakness	in	the	print	advertising	market,	the $74	million	negative	impact	of	foreign	currency	fluctuations	and	lower	revenues	at	News	America	Marketing	of	$61	million,	partially	offset	by	digital advertising	growth,	primarily	in	Australia.	Circulation	and	subscription	revenues	for	the	fiscal	year	ended	June	30,	2019	increased	$13	million	as	compared to	fiscal	2018	mainly	due	to	cover	and	subscription	price	increases,	digital	subscriber	growth,	primarily	at	The	Wall	Street	Journal	and	in	Australia,	higher professional	information	business	revenues	at	Dow	Jones	and	the	impact	of	the	adoption	of	the	new	revenue	recognition	standard	in	Australia.	These increases	were	partially	offset	by	the	$61	million	negative	impact	of	foreign	currency	fluctuations	and	print	volume	declines	in	Australia	and	in	the	U.K., primarily	at	The	Sun.	Other	revenues	increased	$13	million	as	compared	to	fiscal	2018	primarily	due	to	the	$38	million	net	benefit	related	to	News	UK's	exit from	the	partnership	for	Sun	Bets	in	the	first	quarter	of	fiscal	2019,	partially	offset	by	the	$19	million	negative	impact	of	foreign	currency	fluctuations	and lower	brand	partnership	revenues	in	the	U.K.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	revenue decrease	of	$154	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.

For	the	fiscal	year	ended	June	30,	2019,	Segment	EBITDA	at	the	News	and	Information	Services	segment	increased	$20	million,	or	5%,	as	compared	to fiscal	2018.	The	increase	was	primarily	due	to	higher	contribution	from	Dow	Jones	of	$17	million,	primarily	related	to	higher	revenues,	and	from	News Corp	Australia	of	$9	million,	primarily	due	to	lower	newsprint,	production	and	distribution	costs	and	cost	savings	initiatives.

Revenues	were	$1,559	million	for	the	fiscal	year	ended	June	30,	2019,	an	increase	of	$48	million,	or	3%,	as	compared	to	fiscal	2018	revenues	of $1,511	million.	Circulation	and	subscription	revenues	increased	$58	million,	primarily	due	to	the	$44	million	impact	from	digital	subscriber	growth	and digital	subscription	price	increases	at	The	Wall	Street	Journal,	as	well	as	$21	million	of	higher	professional	information	business	revenues	led	by	Dow	Jones Risk	&	Compliance,	partially	offset	by	the	negative	impact	of	foreign	currency	fluctuations.	Advertising	revenues	decreased	$13	million,	primarily	due	to weakness	in	the	print	advertising	market,	partially	offset	by	digital	advertising	growth.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against local	currencies	resulted	in	a	revenue	decrease	of	$7	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.

Revenues	at	the	Australian	newspapers	were	$1,197	million	for	the	fiscal	year	ended	June	30,	2019,	a	decrease	of	$82	million,	or	6%,	as	compared	to	fiscal 2018	revenues	of	$1,279	million.	The	impact	of	foreign	currency

fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	revenue	decrease	of	$99	million,	or	7%,	for	the	fiscal	year	ended	June	30,	2019	as compared	to	fiscal	2018.	Advertising	revenues	decreased	$65	million,	primarily	due	to	the	$56	million	negative	impact	of	foreign	currency	fluctuations	and the	$52	million	impact	of	weakness	in	the	print	advertising	market,	partially	offset	by	the	$26	million	increase	due	to	digital	advertising	growth	and	a $20	million	increase	from	the	acquisition	of	an	integrated	content	marketing	agency.	Circulation	and	subscription	revenues	decreased	$21	million	primarily due	to	the	$32	million	negative	impact	of	foreign	currency	fluctuations	and	print	volume	declines,	partially	offset	by	the	impact	of	the	adoption	of	the	new revenue	recognition	standard,	cover	price	increases	and	digital	subscriber	growth.

Revenues	were	$1,032	million	for	the	fiscal	year	ended	June	30,	2019,	a	decrease	of	$44	million,	or	4%,	as	compared	to	fiscal	2018	revenues	of $1,076	million.	The	decrease	was	due	in	part	to	lower	Advertising	revenues	of	$28	million,	primarily	due	to	weakness	in	the	print	advertising	market	and	the $12	million	negative	impact	of	foreign	currency	fluctuations.	Circulation	and	subscription	revenues	decreased	$27	million,	primarily	due	to	single-copy volume	declines,	mainly	at	The	Sun,	and	the	$22	million	negative	impact	of	foreign	currency	fluctuations,	partially	offset	by	the	impact	of	cover	price increases	across	mastheads.	The	decrease	was	partially	offset	by	higher	Other	revenues	of	$11	million,	mainly	due	to	the	$38	million	net	benefit	related	to the	exit	from	the	partnership	for	Sun	Bets	in	the	first	quarter	of	fiscal	2019,	partially	offset	by	lower	brand	partnership	revenues.	The	impact	of	foreign currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	revenue	decrease	of	$40	million,	or	4%,	for	the	fiscal	year	ended	June	30,	2019 as	compared	to	fiscal	2018.

Revenues	at	News	America	Marketing	were	$895	million	for	the	fiscal	year	ended	June	30,	2019,	a	decrease	of	$61	million,	or	6%,	as	compared	to	fiscal 2018	revenues	of	$956	million.	The	decrease	was	primarily	related	to	$67	million	of	lower	home	delivered	revenues,	which	include	free-standing	insert products,	mainly	due	to	lower	volume.

Subscription	Video	Services	(22%	and	11%	of	the	Company's	consolidated	revenues	in	fiscal	2019	and	2018,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $1,926 | $850 | $1,076 | ** |
| Advertising | 215 | 127 | 88 | 69% |
| Other | 61 | 27 | 34 | ** |
| Total\tRevenues | 2,202 | \t 1,004 | \t 1,198 | ** |
| Operating\texpenses | (1,476) | (654) | (822) | ** |
| Selling,\tgeneral\tand\tadministrative | (346) | (177) | (169) | (95)% |
| Segment\tEBITDA | $380 | $173 | $207 | ** |

For	the	fiscal	year	ended	June	30,	2019,	revenues	at	the	Subscription	Video	Services	segment	increased	$1,198	million	and	Segment	EBITDA	increased $207	million,	as	compared	to	fiscal	2018.	The	revenue	and	Segment	EBITDA	increases	were	primarily	due	to	the	Transaction,	which	contributed $1,289	million	of	revenue	and	$236	million	of	Segment	EBITDA	during	the	fiscal	year	ended	June	30,	2019.	The	impact	of	foreign	currency	fluctuations	of the	U.S.	dollar	against	local	currencies	resulted	in	a	revenue	decrease	of	$74	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	See the	"Results	of	Operations—Fiscal	2019	(as	reported)	versus	Fiscal	2018	(pro	forma)"	section	below	for	additional	details.

Book	Publishing	(17%	and	19%	of	the	Company's	consolidated	revenues	in	fiscal	2019	and	2018,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Consumer | $1,679 | $1,664 | $15 | 1% |
| Other | 75 | 94 | (19) | (20)% |
| Total\tRevenues | 1,754 | 1,758 | (4) | — |
| Operating\texpenses | (1,174) | (1,178) | 4 | — |
| Selling,\tgeneral\tand\tadministrative | (327) | (341) | 14 | 4% |
| Segment\tEBITDA | $253 | $239 | $14 | 6% |

For	the	fiscal	year	ended	June	30,	2019,	revenues	at	the	Book	Publishing	segment	decreased	$4	million	as	compared	to	fiscal	2018.	The	decrease	was primarily	due	to	the	$65	million	impact	of	the	adoption	of	the	new	revenue	recognition	standard,	the	absence	of	$28	million	in	revenues	from	the sublicensing	agreement	for	J.R.R.	Tolkien's	The	Lord	of	the	Rings	trilogy	recognized	in	fiscal	2018	and	the	$27	million	negative	impact	of	foreign	currency fluctuations.	These	decreases	were	partially	offset	by	strong	frontlist	and	backlist	sales	in	the	Christian	publishing	category,	primarily	titles	by	Rachel	Hollis including	Girl,	Wash	Your	Face	and	Girl,	Stop	Apologizing,	as	well	as	the	success	of	Homebody:	A	Guide	to	Creating	Spaces	You	Never	Want	to	Leave	by Joanna	Gaines	in	the	general	books	category	and	The	Hate	U	Give	by	Angie	Thomas	in	the	children's	books	category.	Digital	sales	increased	7%	compared to	fiscal	2018,	driven	by	growth	in	downloadable	audiobook	sales,	and	represented	20%	of	Consumer	revenues	during	the	fiscal	year	ended	June	30,	2019.

For	the	fiscal	year	ended	June	30,	2019,	Segment	EBITDA	at	the	Book	Publishing	segment	increased	$14	million,	or	6%,	as	compared	to	fiscal	2018, primarily	due	to	the	mix	of	titles.

Digital	Real	Estate	Services	(12%	and	13%	of	the	Company's	consolidated	revenues	in	fiscal	2019	and	2018,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) |  |  | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $49 | $56 | $(7) | (13)% |
| Advertising | 122 | 139 | (17) | (12)% |
| Real\testate | 908 | 858 | 50 | 6% |
| Other | 80 | 88 | (8) | (9)% |
| Total\tRevenues | \t 1,159 | \t 1,141 | 18 | 2% |
| Operating\texpenses | (167) | (138) | (29) | (21)% |
| Selling,\tgeneral\tand\tadministrative | (608) | (602) | (6) | (1)% |
| Segment\tEBITDA | $384 | $401 | $(17) | (4)% |

For	the	fiscal	year	ended	June	30,	2019,	revenues	at	the	Digital	Real	Estate	Services	segment	increased	$18	million,	or	2%,	as	compared	to	fiscal	2018. Revenues	at	Move	increased	$32	million,	or	7%,	to	$484	million	in	fiscal	2019	from	$452	million	in	fiscal	2018,	primarily	due	to	higher	Real	Estate revenues	resulting	from	growth	in	leads	and	higher	yield,	partially	offset	by	lower	non-listing	advertising	revenues.	At	REA	Group,	revenues	increased $8	million,	or	1%,	to	$674	million	in	fiscal	2019	from	$666	million	in	fiscal	2018.	The	higher	revenues	were	primarily	due	to	an	increase	in	Australian residential	depth	revenue	driven	by	price	increases,	improved	penetration	and	favorable	product	mix,	as	well	as	the	acquisition	of	Hometrack	Australia, partially	offset	by	the	$56	million	negative	impact	of	foreign	currency	fluctuations	and	softness	in	listing	volumes	which

are	not	expected	to	improve	in	the	short	term.	The	increase	in	revenues	was	partially	offset	by	the	$21	million	impact	resulting	from	the	sale	of	DIAKRIT during	the	first	quarter	of	fiscal	2019.

For	the	fiscal	year	ended	June	30,	2019,	Segment	EBITDA	at	the	Digital	Real	Estate	Services	segment	decreased	$17	million,	or	4%,	as	compared	to	fiscal 2018.	The	decrease	in	Segment	EBITDA	was	primarily	due	to	the	$39	million	impact	associated	with	the	acquisition	and	continued	investment	in	Opcity	at Move	and	the	$30	million	negative	impact	of	foreign	currency	fluctuations,	partially	offset	by	the	higher	revenues	noted	above.

# Results	of	Operations—Fiscal	2019	(as	reported)	versus	Fiscal	2018	(pro	forma)

The	following	supplemental	unaudited	pro	forma	information	for	the	fiscal	year	ended	June	30,	2018	reflects	the	Company's	results	of	operations	as	if	the Transaction	had	occurred	on	July	1,	2016.	The	Company	believes	that	the	presentation	of	this	supplemental	information	enhances	comparability	across	the reporting	periods.	The	information	was	prepared	in	accordance	with	Article	11	of	Regulation	S-X	and	is	based	on	historical	results	of	operations	of	News Corp	and	Foxtel,	adjusted	for	the	effect	of	Transaction-related	accounting	adjustments,	as	described	below.	Pro	forma	adjustments	were	based	on	available information	and	assumptions	regarding	impacts	that	are	directly	attributable	to	the	Transaction,	are	factually	supportable,	and	are	expected	to	have	a continuing	impact	on	the	combined	results.	In	addition,	the	pro	forma	information	is	provided	for	supplemental	and	informational	purposes	only,	and	is	not necessarily	indicative	of	what	the	Company's	results	of	operations	would	have	been,	or	the	Company's	future	results	of	operations,	had	the	Transaction actually	occurred	on	the	date	indicated.	As	only	the	financial	results	for	the	Subscription	Video	Services	segment	were	adjusted	due	to	the	presentation	of this	pro	forma	supplemental	information,	the	Company	is	only	providing	a	supplemental	analysis	for	this	segment	below,	under	"Segment	Analysis	(pro forma)."	The	unaudited	pro	forma	information	should	be	read	in	conjunction	with	other	sections	of	this	"Management's	Discussion	and	Analysis	of Financial	Condition	and	Results	of	Operations,"	as	well	as	"Selected	Financial	Data"	and	the	Consolidated	Financial	Statements	and	related	notes	appearing elsewhere	in	this	Annual	Report.

|  |  | Pro	Forma	(unaudited) | Pro	Forma	(unaudited) |  |
| :--- | :--- | :--- | :--- | :--- |
|  |  | For\tthe\tfiscal\tyear\tended\tJune\t30,\t2018 | For\tthe\tfiscal\tyear\tended\tJune\t30,\t2018 |  |
|  | News\tCorp\nHistorical(a) | Foxtel\nHistorical(b) | Transaction\nAdjustments | Pro\tForma |
| (in\tmillions,\texcept\tper\tshare\tamounts) |  |  |  |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $3,021 | $1,638 | $(278)(c)(d) | $4,381 |
| Advertising | 2,856 | 141 | — | 2,997 |
| Consumer | 1,664 | — | — | 1,664 |
| Real\testate | 858 | — | — | 858 |
| Other | 625 | 39 | — | 664 |
| Total\tRevenues | 9,024 | 1,818 | (278) | 10,564 |
| Operating\texpenses | (4,903) | (1,136) | 291(c)(e) | (5,748) |
| Selling,\tgeneral\tand\tadministrative | (3,050) | (340) | 17(f) | (3,373) |
| Depreciation\tand\tamortization | (472) | (187) | (17)(g)(h)(i) | (676) |
| Impairment\tand\trestructuring\tcharges | (351) | (5) | (957)(j) | (1,313) |
| Equity\t(losses)\tearnings\tof\taffiliates | (1,006) | 5 | 974(j) | (27) |
| Interest\texpense,\tnet | (7) | (76) | — | (83) |
| Other,\tnet | (324) | (2) | 337(k) | 11 |
| (Loss)\tincome\tbefore\tincome\ttax\texpense | (1,089) | 77 | 367 | (645) |
| Income\ttax\texpense | (355) | (13) | (5)(l) | (373) |
| Net\t(loss)\tincome | (1,444) | 64 | 362 | (1,018) |
| Less:\tNet\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (70) | 1 | (27)(m) | (96) |
| Net\t(loss)\tincome\tattributable\tto\tNews\tCorporation | $(1,514) | $65 | $335 | $(1,114) |
| Basic\tand\tdiluted\tloss\tper\tshare:\nNet\tloss\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare | $(2.60) |  |  | $(1.92) |

# Notes	to	the	unaudited	pro	forma	statements:

(a) Reflects	the	historical	results	of	operations	of	News	Corporation.	As	the	acquisition	of	a	controlling	interest	in	Foxtel	was	completed	on	April	3,	2018, Foxtel	is	reflected	in	our	historical	Statement	of	Operations	from	April	3,	2018	onwards.

(b) Reflects	the	historical	results	of	operations	of	Foxtel	to	the	date	of	the	Transaction.	From	April	3,	2018	onwards,	Foxtel	is	included	in	the	historical results	of	operations	of	News	Corporation.	The	Statement	of	Operations	of	Foxtel	is	derived	from	its	historical	financial	statements	for	the	nine months	ended	March	31,	2018.	The	Statement	of	Operations	for	the	nine	months	ended	March	31,	2018	reflects	Foxtel's	Statement	of	Operations	on	a U.S.	GAAP	basis	and	translated	from	Australian	dollars	to	U.S.	dollars,	the	reporting	currency	of	the	combined	group,	using	the	quarterly	average	rate for	each	quarter	in	the	period	presented.	Additionally,	certain	balances	within	Foxtel's	historical	financial	information	were	reclassified	to	be consistent	with	the	Company's	presentation.

(c) Represents	the	impact	of	eliminating	transactions	between	Foxtel	and	the	consolidated	subsidiaries	of	News	Corporation,	which	would	be	eliminated upon	consolidation	as	a	result	of	the	Transaction.

(d) Reflects	the	reversal	of	revenue	recognized	in	Foxtel's	historical	Statement	of	Operations	resulting	from	the	fair	value	adjustment	of	Foxtel's historical	deferred	installation	revenue	in	the	preliminary	purchase	price	allocation	for	the	Transaction.

(e) Reflect	the	adjustment	to	amortization	of	program	inventory	recognized	in	Foxtel's	historical	Statement	of	Operations	related	to	the	fair	value adjustment	of	Foxtel's	historical	program	inventory	in	the	preliminary	purchase	price	allocation.

(f) Reflects	the	removal	of	transaction	expenses	directly	related	to	the	Transaction	that	are	included	in	News	Corp's	historical	Statement	of	Operations for	the	fiscal	year	ended	June	30,	2018.	These	costs	are	considered	to	be	non-recurring	in	nature,	and	as	such,	have	been	excluded	from	the	pro	forma Statement	of	Operations.

(g) Reflects	the	adjustment	to	amortization	expense	resulting	from	the	recognition	of	amortizable	intangible	assets	in	the	preliminary	purchase	price allocation.

(h) Reflects	the	adjustment	to	depreciation	and	amortization	expense	resulting	from	the	fair	value	adjustment	to	Foxtel's	historical	fixed	assets	in	the preliminary	purchase	price	allocation,	which	resulted	in	a	step-up	in	the	value	of	such	assets.

(i) Reflects	the	reversal	of	amortization	expense	included	in	News	Corp's	historical	Statement	of	Operations	from	the	Company's	settlement	of	its pre-existing	contractual	arrangement	between	Foxtel	and	FOX	SPORTS	Australia,	which	resulted	in	a	write-off	of	its	channel	distribution	agreement intangible	asset	at	the	time	of	the	Transaction.

(j) Represents	the	impact	to	equity	losses	of	affiliates	as	a	result	of	the	Transaction,	as	if	the	Transaction	occurred	on	July	1,	2016.	Historically	News Corp	accounted	for	its	investment	in	Foxtel	under	the	equity	method	of	accounting.	As	a	result	of	the	Transaction,	Foxtel	became	a	majority	owned subsidiary	of	the	Company,	and	therefore,	the	impact	of	Foxtel	on	the	Company's	historical	equity	losses	of	affiliates	was	eliminated.	In	addition, during	the	fiscal	year	ended	June	30,	2018,	News	Corp	recorded	an	impairment	to	its	investment	in	Foxtel	within	equity	losses	of	affiliates	which	is reflected	in	News	Corp's	historical	results.	As	this	impairment	is	non-recurring	in	nature	and	is	not	directly	attributable	to	the	Transaction,	such amount	has	not	been	eliminated	and	has	been	reclassified	in	the	pro	forma	Statement	of	Operations	from	equity	losses	of	affiliates	into	impairment and	restructuring	charges.

(k) Represents	the	write-off	recorded	as	a	result	of	the	effective	settlement	of	the	channel	distribution	agreement	between	FOX	SPORTS	Australia	and Foxtel	as	a	result	of	the	Transaction	as	well	as	other	costs	directly	attributable	to	the	Transaction.	The	write-off	of	the	intangible	asset	related	to	this agreement	and	other	associated	costs	are	considered	transaction	costs	directly	attributable	to	the	Transaction	that	were	incurred	in	the	fiscal	year	ended June	30,	2018.

(l) In	determining	the	tax	rate	to	apply	to	our	pro	forma	adjustments	we	used	the	Australian	statutory	rate	of	30%,	which	is	the	jurisdiction	in	which	the business	operates.	However,	in	certain	instances,	the	effective	tax	rate	applied	to	certain	adjustments	differs	from	the	statutory	rate	primarily	as	a result	of	certain	valuation	allowances	on	deferred	tax	assets,	based	on	the	Company's	historical	tax	profile	in	Australia.

(m) Represents	the	adjustment,	as	a	result	of	the	Transaction,	to	reflect	the	noncontrolling	interest	of	the	combined	company	on	a	pro	forma	basis.

The	following	table	sets	forth	the	Company's	audited	operating	results	for	the	fiscal	year	ended	June	30,	2019	and	its	unaudited	pro	forma	operating	results for	the	fiscal	year	ended	June	30,	2018.

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) | As\treported | Pro\tforma | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $4,104 | $4,381 | $(277) | (6)% |
| Advertising | 2,738 | 2,997 | (259) | (9)% |
| Consumer | 1,679 | 1,664 | 15 | 1% |
| Real\testate | 908 | 858 | 50 | 6% |
| Other | 645 | 664 | (19) | (3)% |
| Total\tRevenues | 10,074 | 10,564 | (490) | (5)% |
| Operating\texpenses | (5,622) | (5,748) | 126 | 2% |
| Selling,\tgeneral\tand\tadministrative | (3,208) | (3,373) | 165 | 5% |
| Depreciation\tand\tamortization | (659) | (676) | 17 | 3% |
| Impairment\tand\trestructuring\tcharges | (188) | (1,313) | \t 1,125 | 86% |
| Equity\tlosses\tof\taffiliates | (17) | (27) | 10 | 37% |
| Interest\texpense,\tnet | (59) | (83) | 24 | 29% |
| Other,\tnet | 33 | 11 | 22 | ** |
| Income\t(loss)\tbefore\tincome\ttax\texpense | 354 | (645) | 999 | ** |
| Income\ttax\texpense | (126) | (373) | 247 | 66% |
| Net\tincome\t(loss) | 228 | (1,018) | \t 1,246 | ** |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (73) | (96) | 23 | 24% |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation | $155 | $(1,114) | $1,269 | ** |

Revenues	(pro	forma)—Revenues	decreased	$490	million,	or	5%,	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	The	Revenue	decrease was	primarily	attributable	to	a	$342	million	decrease	in	revenues	at	the	Subscription	Video	Services	segment,	primarily	due	to	the	$181	million	negative impact	of	foreign	currency	fluctuations	and	lower	subscription	revenues	resulting	from	lower	broadcast	subscribers	and	changes	in	the	subscriber	package mix,	partially	offset	by	$46	million	of	higher	revenues	from	Foxtel	Now	and	Kayo,	as	well	as	lower	revenues	at	the	News	and	Information	Services	segment of	$163	million,	mainly	due	to	the	$154	million	negative	impact	of	foreign	currency	fluctuations,	weakness	in	the	print	advertising	market	and	lower revenues	at	News	America	Marketing	of	$61	million,	partially	offset	by	cover	and	subscription	price	increases	and	digital	subscriber	growth,	primarily	at The	Wall	Street	Journal	and	in	Australia.	The	Revenue	decrease	was	partially	offset	by	higher	revenues	of	$18	million	at	the	Digital	Real	Estate	Services segment.	The	impact	of	the	adoption	of	the	new	revenue	recognition	standard	resulted	in	a	Revenue	decrease	of	approximately	$72	million.	The	impact	of foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	Revenue	decrease	of	$418	million	for	the	fiscal	year	ended	June	30, 2019	as	compared	to	fiscal	2018.

Operating	expenses	(pro	forma)—Operating	expenses	decreased	$126	million,	or	2%,	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018. The	decrease	in	Operating	expenses	for	the	fiscal	year	ended	June	30,	2019	was	mainly	due	to	the	$219	million	positive	impact	of	foreign	currency fluctuations,	partially	offset	by	$95	million	of	higher	sports	programming	and	production	costs	at	the	Subscription	Video	Services	segment,	mainly	related to	Cricket	Australia	and	the	National	Rugby	League.	During	fiscal	2019,	as	a	result	of	Foxtel	management's	new	programming	strategy,	the	Company determined	that	certain	entertainment	programming	provided	a	higher	benefit	upon	its	first	run	and	now	accelerates	amortization	for	such	programming.	The Company	expects	an	increase	in	non-cash	programming	amortization	expense	in	fiscal	2020	as	a	result.

Selling,	general	and	administrative	(pro	forma)—Selling,	general	and	administrative	expenses	decreased	$165	million,	or	5%,	for	the	fiscal	year	ended June	30,	2019	as	compared	to	fiscal	2018.	The	decrease	in	Selling,	general	and	administrative	expenses	was	primarily	due	to	lower	expenses	at	the Subscription	Video	Services	segment	of	$154	million	primarily	related	to	lower	customer	service	and	installation	costs	and	lower	overhead	costs,	partially offset	by	the	absence	of	the	$46	million	impact	from	the	reversal	of	a	portion	of	the	previously	accrued	liability	for	the	U.K.	Newspaper	Matters	and	the corresponding	receivable	as	the	result	of	an	agreement	reached	with	the	relevant	tax	authority	with	respect	to	certain	employment	taxes	in	the	first	quarter	of fiscal	2018.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	Selling,	general	and	administrative	expense decrease	of	$130	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.

Depreciation	and	amortization	(pro	forma)—Depreciation	and	amortization	expense	decreased	$17	million,	or	3%,	for	the	fiscal	year	ended	June	30,	2019 as	compared	to	fiscal	2018.	The	impact	of	foreign	currency	fluctuations	of	the	U.S.	dollar	against	local	currencies	resulted	in	a	depreciation	and	amortization expense	decrease	of	$32	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.

Impairment	and	restructuring	charges	(pro	forma)—During	the	fiscal	years	ended	June	30,	2019	and	2018,	the	Company	recorded	restructuring	charges of	$92	million	and	$76	million,	respectively,	primarily	related	to	employee	termination	benefits	in	the	News	and	Information	Services	segment.

During	the	fiscal	year	ended	June	30,	2018,	the	Company	recognized	non-cash	impairment	charges	of	$1,237	million	consisting	primarily	of	a	$957	million non-cash	write-down	of	the	carrying	value	of	its	investment	in	Foxtel	and	$280	million	primarily	related	to	the	impairment	of	goodwill	and	intangible	assets at	the	News	America	Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS	Australia	reporting	unit.

Equity	losses	of	affiliates	(pro	forma)—Equity	losses	of	affiliates	improved	by	$10	million	to	$17	million	for	the	fiscal	year	ended	June	30,	2019	from $27	million	in	fiscal	2018.	The	decrease	in	losses	for	the	fiscal	year	ended	June	30,	2019	was	primarily	due	to	the	absence	of	$13	million	in	non-cash	write- downs	of	certain	equity	method	investments	recognized	in	the	second	quarter	of	fiscal	2018.

Interest	expense,	net	(pro	forma)—Interest	expense,	net	decreased	$24	million,	or	29%,	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018, primarily	due	to	lower	third	party	interest	expense	due	to	repayments	of	maturing	facilities.

Other,	net	(pro	forma)—Other,	net	increased	$22	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018,	primarily	due	to	dividends received	from	certain	investments	in	the	second	quarter	of	fiscal	2019	and	gain	recognized	on	the	sale	of	property	in	Australia,	partially	offset	by	the	absence of	the	gain	recognized	on	the	sale	of	the	Company's	investment	in	SEEKAsia	in	the	third	quarter	of	fiscal	2018.

Income	tax	expense	(pro	forma)—The	Company's	income	tax	expense	and	effective	tax	rate	for	the	fiscal	year	ended	June	30,	2019	were	$126	million	and 36%,	respectively,	as	compared	to	an	income	tax	expense	and	effective	tax	rate	of	$373	million	and	(58%),	respectively,	for	fiscal	2018.

For	the	fiscal	year	ended	June	30,	2019,	the	Company	recorded	income	tax	expense	of	$126	million	on	pre-tax	income	of	$354	million,	resulting	in	an effective	tax	rate	that	was	higher	than	the	U.S.	statutory	tax	rate.	The

higher	tax	rate	was	primarily	due	to	lower	tax	benefits	on	impairments,	valuation	allowances	being	recorded	against	tax	benefits	in	certain	foreign jurisdictions	with	operating	losses	and	the	impact	from	foreign	operations	which	are	subject	to	higher	tax	rates.

For	the	fiscal	year	ended	June	30,	2018,	the	Company	recorded	a	tax	expense	of	$373	million	on	pre-tax	loss	of	$645	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	$340	million	of	lower	tax	benefits	on	impairments	and	write- downs	of	approximately	$1.3	billion	and	a	tax	expense	of	$237	million	related	to	the	impact	of	the	Tax	Act,	offset	by	a	tax	benefit	of	approximately $49	million	related	to	the	settlement	of	pre-Separation	tax	matters	with	the	Internal	Revenue	Service.

Net	income	(loss)	(pro	forma)—Net	income	(loss)	improved	by	$1,269	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018	primarily due	to	lower	impairment	and	restructuring	charges	resulting	from	the	absence	of	$1,237	million	of	non-cash	impairment	charges	recognized	in	fiscal	2018 consisting	of	a	$957	million	non-cash	write-down	of	the	carrying	value	of	the	Company's	investment	in	Foxtel	and	$280	million	primarily	related	to	the impairment	of	goodwill	and	intangible	assets	at	the	News	America	Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS	Australia reporting	unit	and	the	absence	of	the	$237	million	negative	impact	of	the	Tax	Act	recognized	in	fiscal	2018,	partially	offset	by	lower	Total	Segment EBITDA.

Net	income	attributable	to	noncontrolling	interests	(pro	forma)—Net	income	attributable	to	noncontrolling	interests	decreased	by	$23	million	for	the	fiscal year	ended	June	30,	2019	as	compared	to	fiscal	2018,	primarily	due	to	lower	performance	at	Foxtel,	partially	offset	by	higher	results	at	REA	Group.

# Segment	Analysis	(pro	forma)

The	following	table	reconciles	audited	reported	and	pro	forma	Net	income	(loss)	to	audited	reported	and	pro	forma	Total	Segment	EBITDA	for	the	fiscal years	ended	June	30,	2019	and	2018:

|  | 2019 | 2018 |
| :--- | :--- | :--- |
| (in\tmillions,\texcept\t%) | As\tReported | Pro\tforma |
| Net\tincome\t(loss) | $228 | $(1,018) |
| Add: |  |  |
| Income\ttax\texpense | 126 | 373 |
| Other,\tnet | (33) | (11) |
| Interest\texpense,\tnet | 59 | 83 |
| Equity\tlosses\tof\taffiliates | 17 | 27 |
| Impairment\tand\trestructuring\tcharges | 188 | 1,313 |
| Depreciation\tand\tamortization | 659 | 676 |
| Total\tSegment\tEBITDA | $1,244 | $1,443 |

The	following	table	sets	forth	the	Company's	reported	Revenues	and	Segment	EBITDA	for	the	fiscal	year	ended	June	30,	2019	and	pro	forma	Revenues and	Segment	EBITDA	for	the	fiscal	year	ended	June	30,	2018:

|  | Segment | Segment |  | Segment |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Revenues | EBITDA | Revenues | EBITDA |
|  | As\tReported |  | Pro\tforma |  |
| News\tand\tInformation\tServices | $4,956 | $417 | $5,119 | $397 |
| Subscription\tVideo\tServices | 2,202 | 380 | 2,544 | 545 |
| Book\tPublishing | 1,754 | 253 | 1,758 | 239 |
| Digital\tReal\tEstate\tServices | 1,159 | 384 | 1,141 | 401 |
| Other | 3 | (190) | 2 | (139) |
| Total | $10,074 | $1,244 | $10,564 | $1,443 |

Subscription	Video	Services	(pro	forma)	(22%	and	24%	of	the	Company's	consolidated	revenues	in	fiscal	2019	and	2018,	respectively)

|  |  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | Change | %\tChange |
| (in\tmillions,\texcept\t%) | As\treported | Pro\tforma | Better/(Worse) |  |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription | $1,926 | $2,210 | $(284) | (13)% |
| Advertising | 215 | 268 | (53) | (20)% |
| Other | 61 | 66 | (5) | (8)% |
| Total\tRevenues | 2,202 | 2,544 | (342) | (13)% |
| Operating\texpenses | (1,476) | (1,499) | 23 | 2% |
| Selling,\tgeneral\tand\tadministrative | (346) | (500) | 154 | 31% |
| Segment\tEBITDA | $380 | $545 | $(165) | (30)% |

For	the	fiscal	year	ended	June	30,	2019,	revenues	at	the	Subscription	Video	Services	segment	decreased	$342	million,	or	13%,	as	compared	to	fiscal	2018. The	revenue	decrease	was	primarily	due	to	the	$181	million	negative	impact	of	foreign	currency	fluctuations	and	lower	subscription	revenues	resulting	from lower	broadcast	subscribers	and	changes	in	the	subscriber	package	mix,	partially	offset	by	$46	million	of	higher	revenues	from	Foxtel	Now	and	Kayo.

For	the	fiscal	year	ended	June	30,	2019,	Segment	EBITDA	at	the	Subscription	Video	Services	segment	decreased	$165	million,	or	30%,	as	compared	to fiscal	2018.	The	decrease	in	Segment	EBITDA	was	primarily	due	to	the	lower	revenues	discussed	above,	$95	million	of	higher	sports	programming	and production	costs,	mainly	related	to	Cricket	Australia	and	the	National	Rugby	League,	and	approximately	$30	million	in	higher	marketing	costs	related	to Kayo,	partially	offset	by	lower	entertainment	programming	costs,	customer	service	and	installation	costs	and	overhead	expenses.

# 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,	2019,	the	Company's	cash and	cash	equivalents	were	$1.64	billion.	The	Company	expects	these	elements	of	liquidity	will	enable	it	to	meet	its	liquidity	needs	in	the	foreseeable	future, including	repayment	of	indebtedness.	The	Company	also	has	available	borrowing	capacity	under	the	Facility	(as	defined	below)	and

certain	other	facilities,	as	described	below,	and	expects	to	have	access	to	the	worldwide	credit	and	capital	markets,	subject	to	market	conditions,	in	order	to issue	additional	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	credit	and	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	performance	of	the	Company	and/or	its	operating	subsidiaries,	as applicable,	(ii)	the	Company's	credit	rating	or	absence	of	a	credit	rating	and/or	the	credit	rating	of	its	operating	subsidiaries,	as	applicable,	(iii)	the provisions	of	any	relevant	debt	instruments,	credit	agreements,	indentures	and	similar	or	associated	documents,	(iv)	the	liquidity	of	the	overall	credit	and capital	markets	and	(v)	the	current	state	of	the	economy.	There	can	be	no	assurances	that	the	Company	will	continue	to	have	access	to	the	credit	and	capital markets	on	acceptable	terms.	See	Part	I,	"Item	1A.	Risk	Factors"	for	further	discussion.

As	of	June	30,	2019,	the	Company's	consolidated	assets	included	$633	million	in	cash	and	cash	equivalents	that	were	held	by	its	foreign	subsidiaries.	Of this	amount,	$97	million	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	Tax	Act	was	enacted	on	December	22,	2017.	As	part	of	the	transition	to	the	new	partial	territorial	tax	system,	the	Tax	Act	imposed	a	one-time tax	on	the	mandatory	deemed	repatriation	of	earnings	of	the	Company's	foreign	subsidiaries.	The	deemed	repatriation	tax	was	determined	to	be approximately	$26	million,	which	was	recorded	to	income	tax	expense	in	fiscal	2018.	The	U.S.	Treasury	Department	released	additional	guidance	and proposed	regulations	during	the	past	year.	The	Company	undertook	a	review	of	the	guidance	and	proposed	regulations	and	determined	that	there	were	no material	changes	to	the	deemed	repatriation	tax	of	approximately	$26	million.

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;	acquisitions;	and	the	repayment	of	debt	and	related	interest.	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.	No	stock	repurchases	were	made	during	the	fiscal	years	ended	June	30,	2019	and	2018.	Through	August	5,	2019,	the	Company cumulatively	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	5,	2019	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,	2019	and	2018.

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:

Net	cash	provided	by	operating	activities	increased	by	$171	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	fiscal	2018.	The	increase	was primarily	due	to	higher	Total	Segment	EBITDA,	higher	cash	distributions	received	from	affiliates	of	$27	million	and	lower	net	tax	payments	of	$27	million, partially	offset	by	higher	net	interest	payments	of	$46	million.

Net	cash	used	in	investing	activities	for	the	fiscal	years	ended	June	30,	2019	and	2018	was	as	follows	(in	millions):

Net	cash	used	in	investing	activities	was	$677	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	net	cash	used	in	investing	activities	of $321	million	for	fiscal	2018.	During	the	fiscal	year	ended	June	30,	2019,	the	Company	used	$188	million	of	cash	for	acquisitions,	primarily	for	the acquisition	of	Opcity,	and	had	capital	expenditures	of	$572	million,	of	which	$302	million	related	to	Foxtel.	The	net	cash	used	in	investing	activities	for	the fiscal	year	ended	June	30,	2019	was	partially	offset	by	proceeds	from	the	sale	of	businesses	and	other	assets.

Foxtel's	total	capital	expenditures	in	fiscal	2020	are	expected	to	be	approximately	20%	lower	than	fiscal	2019.

During	the	fiscal	year	ended	June	30,	2018,	the	Company	used	$364	million	of	cash	for	capital	expenditures	which	included	approximately	$60	million from	the	consolidation	of	Foxtel	and	$77	million	of	cash	for	acquisitions,	primarily	for	the	acquisitions	of	Hometrack	and	Smartline,	partially	offset	by	cash acquired	from	the	Transaction.	The	net	cash	used	in	investing	activities	for	the	fiscal	year	ended	June	30,	2018	was	also	partially	offset	by	proceeds	from	the sale	of	the	SEEKAsia	cost	method	investment	of	$122	million.

Net	cash	used	in	financing	activities	for	the	fiscal	years	ended	June	30,	2019	and	2018	was	as	follows	(in	millions):

The	Company	had	net	cash	used	in	financing	activities	of	$610	million	for	the	fiscal	year	ended	June	30,	2019	as	compared	to	net	cash	used	in	financing activities	of	$398	million	for	fiscal	2018.	During	the	fiscal	year	ended	June	30,	2019,	the	Company	repaid	$1,116	million	of	borrowings	related	to	Foxtel and	REA	Group,	and	made	dividend	payments	of	$161	million,	primarily	to	News	Corporation	stockholders	and	REA	Group	minority	stockholders.	The	net cash	used	in	financing	activities	for	the	fiscal	year	ended	June	30,	2019	was	partially	offset	by	new	borrowings	of	$681	million.

During	the	fiscal	year	ended	June	30,	2018,	the	Company	repaid	$213	million	of	borrowings	related	to	Foxtel	and	REA	Group,	and	made	dividend	payments of	$158	million,	primarily	to	News	Corporation	stockholders	and	REA	Group	minority	stockholders.	The	Company	also	paid	$79	million	for	its	mandatorily redeemable	interest	in	iProperty	in	fiscal	2018.	The	net	cash	used	in	financing	activities	for	the	fiscal	year	ended	June	30,	2018	was	partially	offset	by	new borrowings	of	$95	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,	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	should	be	considered	in	addition	to,	not	as	a	substitute	for,	cash	flows	from	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.	The	Company	believes	excluding	REA	Group's	free	cash	flow	and	including dividends	received	from	REA	Group	provides	users	of	its	consolidated	financial	statements	with	a	measure	of	the	amount	of	cash	flow	that	is	readily available	to	the	Company,	as	REA	Group	is	a	separately	listed	public	company	in	Australia	and	must	declare	a	dividend	in	order	for	the	Company	to	have access	to	its	share	of	REA	Group's	cash	balance.	The	Company	believes	free	cash	flow	available	to	News	Corporation	provides	a	more	conservative	view	of the	Company's	free	cash	flow	because	this	presentation	includes	only	that	amount	of	cash	the	Company	actually	receives	from	REA	Group,	which	has generally	been	lower	than	the	Company's	unadjusted	free	cash	flow.

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	operating	activities	to	free	cash	flow	available	to	News	Corporation:

|  | 2019 | 2018 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Net\tcash\tprovided\tby\toperating\tactivities | $928 | $757 |
| Less:\tCapital\texpenditures | (572) | (364) |
|  | 356 | 393 |
| Less:\tREA\tGroup\tfree\tcash\tflow | (212) | (207) |
| Plus:\tCash\tdividends\treceived\tfrom\tREA\tGroup | 69 | 63 |
| Free\tcash\tflow\tavailable\tto\tNews\tCorporation | $213 | $249 |

Free	cash	flow	available	to	News	Corporation	decreased	$36	million	in	the	fiscal	year	ended	June	30,	2019	to	$213	million	from	$249	million	in	fiscal	2018, primarily	due	to	higher	capital	expenditures,	partially	offset	by	higher	cash	provided	by	operating	activities	as	discussed	above.

# Borrowings

As	of	June	30,	2019,	the	Company	had	total	borrowings	of	$1.45	billion,	including	the	current	portion.	The	Company's	borrowings	as	of	such	date	reflect $1.24	billion	of	outstanding	debt	incurred	by	certain	subsidiaries	of	Foxtel	(together	with	Foxtel,	the	"Foxtel	Debt	Group")	that	the	Company	consolidated upon	completion	of	the	Transaction.	The	Foxtel	Debt	Group	indebtedness	includes	U.S.	private	placement	senior	unsecured	notes	and	drawn	amounts	under its	revolving	credit	facilities,	with	maturities	ranging	from	fiscal	2020	to	2025.	Approximately	$281	million	and	$337	million	aggregate	principal	amount outstanding	of	the	Foxtel	Debt	Group	indebtedness	will	mature	during	fiscal	2020	and	2021,	respectively,	and	these	debt	repayments	are	expected	to	be funded	primarily	through	a	combination	of	cash	on	hand	and	debt	refinancing.	The	Foxtel	Debt	Group's	borrowings	are	guaranteed	by	certain	members	of the	Foxtel	Debt	Group.	In	accordance	with	ASC	805	"Business	Combinations"	("ASC	805"),	these	debt	instruments	were	recorded	at	fair	value	as	of	the Transaction	date.	During	the	fiscal	year	ended	June	30,	2019,	the	Foxtel	Debt	Group	had	repayments	of	$1.03	billion,	including	the	repayment	of	its A$300	million	(approximately	$216	million)	facility	maturing	in	April	2019	and	the	repayment	of	its	A$200	million	(approximately	$139	million)	facility maturing	in	May	2019,	and	borrowings	of	$681	million.	The	repayments	of	the	A$300	million	facility	maturing	in	April	2019	and	the	A$200	million	facility maturing	in	May	2019	were	repaid	using	A$500	million	of	shareholder	loans	provided	by	the	Company.	The	shareholder	loans	bear	interest	at	a	variable	rate of	Australian	BBSY	plus	an	applicable	margin	ranging	from	6.30%	to	7.75%.	The	shareholder	loans	mature	in	December	2027.

The	Company's	borrowings	as	of	June	30,	2019	also	reflect	the	indebtedness	of	REA	Group.	During	the	fiscal	year	ended	June	30,	2019,	REA	Group	repaid $87	million	(A$120	million)	for	its	unsecured	loan	facility	due	December	2018.	REA	Group	had	remaining	borrowings	of	$217	million,	of	which approximately	$168	million	(A$240	million)	will	mature	in	December	2019.	The	Company	expects	REA	Group	to	fund	this	debt	repayment	primarily through	a	combination	of	cash	on	hand	and	debt	refinancing.

The	Company	has	additional	borrowing	capacity	under	its	unsecured	$650	million	revolving	credit	facility	(the	"Facility"),	which	can	be	increased	up	to	a maximum	amount	of	$900	million	at	the	Company's	request.	The	lenders'	commitments	to	make	the	Facility	available	terminate	on	October	23,	2020, provided	the	Company	may	request	that	the	commitments	be	extended	under	certain	circumstances	for	up	to	two	additional	one-year	periods.	As	of	the	date of	this	filing,	the	Company	has	not	borrowed	any	funds	under	the	Facility.	In	addition,	the	Company	has	$181	million	of	undrawn	commitments	under	the Foxtel	Group's	revolving	credit	facilities.

The	Company's	borrowings	contain	customary	representations,	covenants	and	events	of	default.	The	Company	was	in	compliance	with	all	such	covenants	at June	30,	2019.

See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements	for	further	details	regarding	the	Company's	outstanding	debt,	including certain	information	about	interest	rates	and	maturities	related	to	such	debt	arrangements.

# 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,	2019:

|  |  | Less	than	1 |  |  | More	than |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Total | year | 1-3\tyears | 3-5\tyears | 5\tyears |
|  |  |  | (in\tmillions) |  |  |
| Purchase\tobligations(a) | $1,012 | $461 | $362 | $138 | $51 |
| Sports\tprogramming\trights(b) | \t 1,793 | 501 | 912 | 380 | — |
| Programming\tcosts(c) | 378 | 141 | 183 | 54 | — |
| Operating\tleases(d) |  |  |  |  |  |
| Transmission\tcosts(e) | 408 | 63 | 121 | 115 | 109 |
| Land\tand\tbuildings | \t 1,499 | 172 | 289 | 248 | 790 |
| Plant\tand\tmachinery | 12 | 5 | 6 | 1 | — |
| Borrowings(f) | \t 1,449 | 450 | 579 | 270 | 150 |
| Interest\tpayments\ton\tborrowings(g) | 111 | 45 | 51 | 15 | — |
| Total\tcommitments\tand\tcontractual\tobligations | $6,662 | $1,838 | $2,503 | $1,221 | $1,100 |

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

(b) The	Company	has	sports	programming	rights	commitments	with	the	National	Rugby	League,	Australian	Football	League,	Cricket	Australia,	domestic football	league	and	Australian	Rugby	Union	as	well	as	certain	other	broadcast	rights	which	are	payable	through	fiscal	2024.

(c) The	Company	has	programming	rights	commitments	with	various	suppliers	for	programming	content.

(d) The	Company	leases	office	facilities,	warehouse	facilities,	printing	plants,	satellite	services	and	equipment.	These	leases,	which	are	classified	as operating	leases,	are	expected	to	be	paid	at	certain	dates	through	fiscal	2021.	This	amount	includes	approximately	$45	million	of	office	facilities	that have	been	subleased	from	Fox	Corporation.

(e) The	Company	has	contractual	commitments	for	satellite	transmission	services.	The	transponder	services	arrangements	extend	through	2029	and	are accounted	for	as	operating	leases.

(f) See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements.

(g) Reflects	the	Company's	expected	future	interest	payments	on	borrowings	outstanding	and	interest	rates	applicable	at	June	30,	2019.	Such	rates	are subject	to	change	in	future	periods.	See	Note	9—Borrowings	in	the	accompanying	Consolidated	Financial	Statements.

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	$16	million	and	$29	million	to	its	pension plans	in	fiscal	2019	and	fiscal	2018,	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	$20	million	in	fiscal	2020,	assuming	that	actual	plan	asset	returns are	consistent	with	the	Company's	expected	returns	in	fiscal	2019	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	2020.	See	Note	17—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 16—Commitments	and	Contingencies	in	the	accompanying	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	16—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,	or as	settlements	or	litigations	occur.

# 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.

Under	ASC	350,	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.	The	Company	determines	the	fair	value	of	a	reporting	unit	primarily	by	using	both	a	discounted cash	flow	analysis	and	market-based	valuation	approach.

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	2019,	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	$87	million	of	impairments	to	goodwill	and	indefinite-lived	intangible	assets	in fiscal	2019	primarily	related	to	goodwill	at	a	reporting	unit	within	the	News	and	Information	Services	segment.	The	fair	values	of	the	Company's	reporting units	in	fiscal	2019	exceeded	the	respective	carrying	values	in	a	range	from	approximately	0%	to	54%.	Significant	unobservable	inputs	utilized	in	the income	approach	valuation	method	were	discount	rates	(ranging	from	9.0%	to	25.0%),	long-term	growth	rates	(ranging	from	0.0%	to	3.0%)	and	royalty	rates (ranging	from	0.5%-6.0%).	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	5%-10%).	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.

As	of	June	30,	2019,	the	News	and	Information	Services	and	Subscription	Video	Services	segments	had	reporting	units	with	goodwill	of	approximately $2.0	billion	that	is	at-risk	for	future	impairment,	of	which	$0.1	billion	relates	to	the	News	and	Information	Services	segment	and	$1.9	billion	relates	to	the Subscription	Video	Services	segment.	The	fair	values	of	these	reporting	units	with	goodwill	at	risk	exceeded	their	respective	carrying	values	in	a	range	from approximately	0%	to	5%.	Significant	unobservable	inputs

utilized	in	the	income	approach	valuation	method	for	at-risk	reporting	units	were	discount	rates	(ranging	from	10.25%	to	20%)	and	long-term	growth	rates (ranging	from	1.1%	to	2.0%).	Significant	unobservable	inputs	utilized	in	the	market	approach	valuation	method	for	at-risk	reporting	units	were	EBITDA multiples	from	guideline	public	companies	operating	in	similar	industries	and	a	control	premium	of	10%.	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	and	the	Subscription	Video Services	segment	failing	the	fiscal	2019	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	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.

# Programming	Costs

Costs	incurred	in	acquiring	program	rights	or	producing	programs	are	accounted	for	in	accordance	with	ASC	920,	"Entertainment—Broadcasters."	Program rights	and	the	related	liabilities	are	recorded	at	the	gross	amount	of	the	liabilities	when	the	license	period	has	begun,	the	cost	of	the	program	is	determinable and	the	program	is	accepted	and	available	for	airing.	Programming	costs	are	amortized	based	on	the	expected	pattern	of	consumption	over	the	license	period or	expected	useful	life	of	each	program.	The	pattern	of	consumption	is	based	primarily	on	consumer	viewership	information	as	well	as	other	factors.	If initial	airings	are	expected	to	generate	higher	viewership	an	accelerated	method	of	amortization	is	used.	The	Company	monitors	its	programming amortization	policy	on	an	ongoing	basis	and	any	impact	arising	from	changes	to	the	policy	would	be	recognized	prospectively.	The	Company	regularly reviews	its	programming	assets	to	ensure	they	continue	to	reflect	net	realizable	value.	Changes	in	circumstances	may	result	in	a	write-down	of	the	asset	to fair	value.	The	Company	has	single	and	multi-year	contracts	for	broadcast	rights	of	sporting	events.	The	costs	of	sports	contracts	are	primarily	charged	to expense	over	the	respective	season	as	events	are	aired.	For	sports	contracts	with	dedicated	channels,	the	Company	amortizes	the	sports	programming	rights costs	over	12	months.

# 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	primarily	on	its	geographic	income	and	statutory	tax	rates	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	(expense)	benefit.

# 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 17—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,	an	expected	rate	of	return	on	plan	assets	and	mortality	rates.	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	4.6%	for	fiscal	2020	is	based	on	a	weighted	average	target	asset	allocation	assumption	of	23%	equities,	68%	fixed- income	securities	and	9%	cash	and	other	investments.

The	Company	recorded	($2)	million	and	$3	million	in	net	periodic	benefit	(income)	costs	in	the	Statements	of	Operations	for	the	fiscal	years	ended	June	30, 2019	and	2018,	respectively.	The	Company	utilizes	the	full	yield-curve	approach	to	estimate	the	service	and	interest	cost	components	of	net	periodic	benefit costs	for	its	pension	and	other	postretirement	benefit	plans.

Although	the	discount	rate	used	for	each	plan	will	be	established	and	applied	individually,	a	weighted	average	discount	rate	of	2.7%	will	be	used	in calculating	the	fiscal	2020	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	2019	and	2018	net	periodic	benefit	costs	(income)	for	its	plans	consist	of	the	following:

| Discount	rate	for	PBO | 3.2% | 3.0% |
| :--- | :--- | :--- |
| Discount\trate\tfor\tService\tCost | 3.9% | 3.9% |
| Discount\trate\tfor\tInterest\ton\tPBO | 2.9% | 2.6% |
| Discount\trate\tfor\tInterest\ton\tService\tCost | 3.6% | 3.5% |
| Assets: |  |  |
| Expected\trate\tof\treturn | 4.7% | 5.1% |
| Expected\treturn | $61 | $70 |
| Actual\treturn | $76 | $35 |
| Gain/(Loss) | $15 | $(35) |
| One\tyear\tactual\treturn | 5.9% | 3.0% |
| Five\tyear\tactual\treturn | 6.7% | 7.3% |

The	Company	will	use	a	weighted	average	long-term	rate	of	return	of	4.6%	for	fiscal	2020	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,	2019	were approximately	$484	million	which	increased	from	approximately	$442	million	for	the	Company's	pension	plans	as	of	June	30,	2018.	This	increase	of $42	million	was	primarily	due	to	decreased	discount	rates.	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	$16	million	and	$29	million	to	its	funded	pension	plans	in	fiscal	2019	and	2018,	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 Company's	expected	plan	returns	in	fiscal	2019	and	beyond,	and	that	interest	rates	remain	constant,	the	Company	anticipates	that	it	will	make	contributions of	approximately	$20	million	in	fiscal	2020.	The	Company	will	continue	to	make	voluntary	contributions	as	necessary	to	improve	the	funded	status	of	the plans.	See	Note	18—Other	Postretirement	Benefits	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,	interest	rates,	stock	prices	and	credit.

When	deemed	appropriate,	the	Company	uses	derivative	financial	instruments	such	as	cross-currency	interest	rate	swaps,	interest	rate	swaps	and	foreign exchange	contracts	to	hedge	certain	risk	exposures.	The	primary	market	risks	managed	by	the	Company	through	the	use	of	derivative	instruments	include:

•foreign	currency	exchange	rate	risk:	arising	primarily	through	Foxtel	Debt	Group	borrowings	denominated	in	U.S.	dollars;	and

•interest	rate	risk:	arising	from	fixed	and	floating	rate	Foxtel	Debt	Group	borrowings.	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,	interest	rate	risk	and	other	relevant	market risks.	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	Exchange	Rate	Risk

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.	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	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,	2019	and	2018:

|  | U.S.<br>Dollars | Australian<br>Dollars | British	Pound<br>Sterling |
| :--- | :--- | :--- | :--- |
| Fiscal\tyear\tended\tJune\t30,\t2019 |  |  |  |
| Revenues | 39% | 41% | 16% |
| Operating\tand\tSelling,\tgeneral\tand\tadministrative\texpenses | 40% | 38% | 17% |
| Fiscal\tyear\tended\tJune\t30,\t2018 |  |  |  |
| Revenues | 43% | 34% | 18% |
| Operating\tand\tSelling,\tgeneral\tand\tadministrative\texpenses | 44% | 31% | 19% |

Based	on	the	year	ended	June	30,	2019,	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	$58	million	and	$12	million,	respectively,	for	each	currency	on	an	annual	basis,	and	would	have impacted	Total	Segment	EBITDA	by	approximately	$12	million	and	$1	million,	respectively,	on	an	annual	basis.

# Derivatives	and	Hedging

As	a	result	of	the	Transaction,	the	Company	consolidated	Foxtel's	portfolio	of	debt	and	derivative	instruments.	As	of	June	30,	2019,	the	Foxtel	operating subsidiaries,	whose	functional	currency	is	Australian	dollars,	had	approximately	$575	million	aggregate	principal	amount	of	outstanding	indebtedness denominated	in	U.S.	dollars.	The	remaining	borrowings	are	denominated	in	Australian	dollars.	Foxtel	utilizes	cross-currency	interest	rate	swaps,	designated as	both	cash	flow	hedges	and	fair	value	hedges,	to	hedge	a	portion	of	the	exchange	risk	related	to	interest	and	principal	payments	on	its	U.S.	dollar denominated	debt.	The	total	notional	value	of	these	cross-currency	interest	rate	swaps	designated	as	cash	flow	hedges	and	fair	value	hedges	were approximately	A$400	million	and	A$100	million,	respectively,	as	of	June	30,	2019.	Foxtel	also	has	a	portfolio	of	foreign	exchange	contracts	to	hedge	a portion	of	the	exchange	risk	related	to	U.S.	dollar	payments	for	license	fees.	The	notional	value	of	these	foreign	exchange	contracts	was	$9	million	as	of June	30,	2019.

In	addition	to	derivative	instruments	that	are	designated	and	qualify	for	hedge	accounting,	the	Company	also	uses	certain	derivatives	not	designated	as accounting	hedges	to	mitigate	foreign	currency	and	interest	rate	risk.	These	are	referred	to	as	economic	hedges.	The	total	notional	value	of	these	cross- currency	interest	rate	derivatives	classified	as	economic	hedges	was	$75	million	as	of	June	30,	2019.

Some	of	the	derivative	instruments	in	place	may	create	volatility	during	the	fiscal	year	as	they	are	marked-to-market	according	to	accounting	rules	and	may result	in	revaluation	gains	or	losses	in	different	periods	from	when	the	currency	impact	on	the	underlying	transactions	are	realized.

The	table	below	provides	further	details	of	the	sensitivity	of	the	Company's	derivative	financial	instruments	which	are	subject	to	foreign	exchange	rate	risk and	interest	rate	risk	as	of	June	30,	2019	(in	millions):

|  |  |  |  | Sensitivity |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | from | Sensitivity |
|  |  |  |  | Adverse | from |
|  |  |  |  | 10% | Adverse |
|  |  |  |  | Change\tin | 10% |
|  |  |  |  | Foreign | Change\tin |
|  | Notional | Notional |  | Exchange | Interest |
|  | Value |  | Fair\tValue | Rates | Rates |
| Foreign\tcurrency\tderivatives | US$ | 9 | $1 | $(1) | n/a |
| Cross\tcurrency\tinterest\trate\tswaps | \t\tA$575 | \t\tA$575 | 139 | (49) | $2 |
| Interest\trate\tderivatives | \t\tA$700 | \t\tA$700 | (20) | n/a | (1) |

Any	resulting	changes	in	the	fair	value	of	the	derivative	financial	instruments	may	be	partially	offset	by	changes	in	the	fair	value	of	certain	balance	sheet positions	(primarily	U.S.	dollar	denominated	liabilities)	impacted	by	the	change	in	the	foreign	exchange	rates.	The	ability	to	reduce	the	exposure	of currencies	on	earnings	depends	on	the	magnitude	of	the	derivatives	compared	to	the	balance	sheet	positions	during	each	reporting	cycle.

# Interest	Rate	Risk

The	Company's	current	financing	arrangements	and	facilities	include	approximately	$650	million	of	outstanding	fixed-rate	debt	and	approximately $800	million	of	outstanding	variable-rate	bank	facilities,	before	adjustments	for	unamortized	discount	and	debt	issuance	costs	(See	Note	9	—Borrowings	in the	accompanying	Consolidated	Financial	Statements).	Fixed	and	variable-rate	debts	are	impacted	differently	by	changes	in	interest	rates.	A	change	in	the market	interest	rate	or	yield	of	fixed-rate	debt	will	only	impact	the	fair	market	value	of	such	debt,	while	a	change	in	the	market	interest	rate	of	variable-rate debt	will	impact	interest	expense,	as	well	as	the	amount	of	cash	required	to	service	such	debt.	In	connection	with	these	borrowings,	Foxtel	has	utilized certain	derivative	instruments	to	swap	U.S.	dollar	denominated	fixed	rate	interest	payments	for	Australian	dollar	denominated	variable	rate	payments.	As discussed	above,	Foxtel	utilizes	cross-currency	interest	rate	swaps,	designated	as	both	cash	flow	hedges	and	fair	value	hedges,	to	hedge	a	portion	of	the interest	rate	risk	related	to	interest	and	principal	payments	on	its	U.S.	dollar	denominated	debt.	The	Company	has	also	utilized	certain	derivative	instruments to

swap	Australian	dollar	denominated	variable	interest	rate	payments	for	Australian	dollar	denominated	fixed	rate	payments.	As	of	June	30,	2019,	the	notional amount	of	interest	rate	swap	contracts	outstanding	was	approximately	A$700	million.	Refer	to	the	table	above	for	further	details	of	the	sensitivity	of	the Company's	financial	instruments	which	are	subject	to	interest	rate	risk.

# Stock	Prices

The	Company	has	common	stock	investments	in	publicly	traded	companies	that	are	subject	to	market	price	volatility.	Upon	adoption	of	ASU	2016-01	in	the first	quarter	of	fiscal	2019,	any	changes	in	fair	value	of	the	Company's	common	stock	investments	are	recognized	in	the	Statement	of	Operations.	These investments	had	an	aggregate	fair	value	of	approximately	$74	million	as	of	June	30,	2019.	A	hypothetical	decrease	in	the	market	price	of	these	investments of	10%	would	result	in	a	decrease	in	income	of	approximately	$7	million	before	tax.

# 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,	2019	or	June	30,	2018	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,	2019,	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 | 77 |
| Reports\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 78 |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2019,\t2018\tand\t2017 | 82 |
| Consolidated\tStatements\tof\tComprehensive\tLoss\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2019,\t2018\tand\t2017 | 83 |
| Consolidated\tBalance\tSheets\tas\tof\tJune\t30,\t2019\tand\t2018 | 84 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tfiscal\tyears\tended\tJune\t30,\t2019,\t2018\tand\t2017 | 85 |
| Consolidated\tStatements\tof\tEquity\tfor\tthe\tfiscal\tyears\tended\tJune\t\t30,\t2019,\t2018\tand\t2017 | 86 |
| Notes\tto\tthe\tConsolidated\tFinancial\tStatements | 87 |

# Management's	Report	on	Internal	Control	Over	Financial	Reporting	for	June	30,	2019

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,	and	for	the	assessment	of	the	effectiveness	of	internal	control	over	financial reporting.	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,	2019,	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	did	not	identify	any	material	weakness	in	the	Company's	internal	control	over	financial	reporting,	and	management determined	that,	as	of	June	30,	2019,	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,	2019,	has	audited	the	Company's	internal	control	over	financial reporting.	Their	report	appears	on	the	following	page.

# Report	of	Independent	Registered	Public	Accounting	Firm

To	the	Board	of	Directors	and	Stockholders	of	News	Corporation:

# Opinion	on	Internal	Control	over	Financial	Reporting

We	have	audited	News	Corporation's	internal	control	over	financial	reporting	as	of	June	30,	2019,	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).	In	our opinion,	News	Corporation	(the	Company)	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	June	30,	2019,	based on	the	COSO	criteria.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States)	(PCAOB),	the	consolidated balance	sheets	of	News	Corporation	as	of	June	30,	2019	and	2018,	the	related	consolidated	statements	of	operations,	comprehensive	loss,	equity	and	cash flows	for	each	of	the	three	years	in	the	period	ended	June	30,	2019,	and	the	related	notes	(collectively	referred	to	as	the	"consolidated	financial	statements") and	our	report	dated	August	13,	2019	expressed	an	unqualified	opinion	thereon.

# Basis	for	Opinion

The	Company'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	are	a	public	accounting	firm registered	with	the	PCAOB	and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federal	securities	laws	and	the applicable	rules	and	regulations	of	the	Securities	and	Exchange	Commission	and	the	PCAOB.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	PCAOB.	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.

# Definition	and	Limitations	of	Internal	Control	Over	Financial	Reporting

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.

/s/	Ernst	&	Young	LLP

New	York,	New	York

# Opinion	on	the	Financial	Statements

We	have	audited	the	accompanying	consolidated	balance	sheets	of	News	Corporation	(the	Company)	as	of	June	30,	2019	and	2018,	the	related	consolidated statements	of	operations,	comprehensive	loss,	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	June	30,	2019,	and	the	related	notes (collectively	referred	to	as	the	"consolidated	financial	statements").	In	our	opinion,	the	consolidated	financial	statements	present	fairly,	in	all	material respects,	the	financial	position	of	News	Corporation	at	June	30,	2019	and	2018,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years in	the	period	ended	June	30,	2019,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

We	have	also	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States)	(PCAOB),	News	Corporation's internal	control	over	financial	reporting	as	of	June	30,	2019,	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	13,	2019	expressed	an	unqualified	opinion thereon.

These	financial	statements	are	the	responsibility	of	News	Corporation's	management.	Our	responsibility	is	to	express	an	opinion	on	the	Company's	financial statements	based	on	our	audits.	We	are	a	public	accounting	firm	registered	with	the	PCAOB	and	are	required	to	be	independent	with	respect	to	the	Company in	accordance	with	the	U.S.	federal	securities	laws	and	the	applicable	rules	and	regulations	of	the	Securities	and	Exchange	Commission	and	the	PCAOB.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	and	perform	the	audit	to	obtain	reasonable assurance	about	whether	the	financial	statements	are	free	of	material	misstatement,	whether	due	to	error	or	fraud.	Our	audits	included	performing	procedures to	assess	the	risks	of	material	misstatement	of	the	financial	statements,	whether	due	to	error	or	fraud,	and	performing	procedures	that	respond	to	those	risks. Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	the	amounts	and	disclosures	in	the	financial	statements.	Our	audits	also	included evaluating	the	accounting	principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	presentation	of	the	financial statements.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

# Critical	Audit	Matters

The	critical	audit	matters	communicated	below	are	matters	arising	from	the	current	period	audit	of	the	financial	statements	that	were	communicated	or required	to	be	communicated	to	the	audit	committee	and	that:	(1)	relate	to	accounts	or	disclosures	that	are	material	to	the	financial	statements	and	(2) involved	our	especially	challenging,	subjective,	or	complex	judgments.	The	communication	of	critical	audit	matters	does	not	alter	in	any	way	our	opinion	on the	financial	statements,	taken	as	a	whole,	and	we	are	not,	by	communicating	the	critical	audit	matters	below,	providing	separate	opinions	on	the	critical audit	matters	or	on	the	accounts	or	disclosures	to	which	they	relate.

# Valuation	of	Goodwill

Auditing	management's	goodwill	impairment	tests	for	the	Company's	reporting	units	was	complex	and	highly	judgmental	due	to the	significant	measurement	uncertainty	in	determining	the	fair	values	of	the	reporting	units.	In	particular,	the	fair	value estimates	were	sensitive	to	changes	in	significant	assumptions	such	as	discount	rate,	revenue	growth	rate,	operating	margins, estimated	spend	on	capital	expenditures,	the	projected	cash	flow	terminal	growth	rates	and	market	multiples	that	are	affected	by expected	future	market	or	economic	conditions.	For	instance,	the	revenue	growth	rates,	operating	margins	and	projected	cash flow	terminal	growth	rates	are	impacted	by	advertising	trends	in	the	News	and	Information	Services	segment	and	the	Australian broadcast	subscriber	trends	in	the	Subscription	Video	Services	segment. How	We	Addressed	the Matter	in	Our	Audit We	obtained	an	understanding,	evaluated	the	design	and	tested	the	operating	effectiveness	of	controls	over	the	Company's goodwill	impairment	assessment	process.	For	example,	we	tested	controls	over	the	Company's	long	range	planning	process	as well	as	controls	over	the	review	of	the	significant	assumptions	in	estimating	the	fair	values	of	the	reporting	units.

To	test	the	fair	values	of	the	reporting	units,	our	audit	procedures	included	assessing	methodologies	and	testing	the	significant assumptions	and	underlying	data	used	by	the	Company.	We	evaluated	the	Company's	long	range	plan	by	comparing	the significant	assumptions	to	current	industry	and	economic	trends,	changes	in	the	Company's	business	model,	customer	base	or product	mix	and	also	assessed	the	historical	accuracy	of	management's	estimates.	For	example,	for	the	reporting	units	within	the News	and	Information	Services	segment,	we	audited	management's	forecasted	advertising	revenue	streams	to	identify, understand	and	evaluate	the	changes	as	compared	to	the	historical	results.	For	the	reporting	unit	within	the	Subscription	Video Services	segment,	we	audited	the	forecasted	revenue	by	evaluating	future	subscriber	growth,	expected	customer	churn	and	new product	launches.	In	addition,	we	also	performed	sensitivity	analyses	of	significant	assumptions	to	evaluate	the	changes	in	the fair	value	of	the	reporting	units	resulting	from	changes	in	the	assumptions.	We	also	involved	a	valuation	specialist	to	assist	in evaluating	the	significant	assumptions	in	the	fair	value	estimate.

# Valuation	of	Indefinite-Lived	Intangible	Assets

Auditing	management's	indefinite-lived	intangible	assets	impairment	tests	was	complex	and	highly	judgmental	due	to	the significant	measurement	uncertainty	in	determining	the	fair	values	of	the	assets.	For	example,	the	fair	value	estimates	for trademarks	and	tradenames	were	sensitive	to	significant	assumptions	such	as	discount	rate,	revenue	growth	rate,	operating margins,	royalty	rates,	and	the	projected	cash	flow	terminal	growth	rates	that	are	affected	by	expected	future	market	or economic	conditions.

To	test	the	fair	values	of	the	indefinite-lived	intangible	assets,	our	audit	procedures	included	assessing	methodologies	and	testing the	significant	assumptions	and	underlying	data	used	by	the	Company.	For	example,	for	trademarks	and	tradenames	in	the Subscription	Video	Services	segment	we	audited	the	forecasted	revenue	by	evaluating	forecasted	subscribers,	expected customer	churn	and	new	product	launches.	We	also	evaluated	the	operating	expense	targets	and	forecasted	operating	margins included	in	the	long	range	plan.	Additionally,	we	compared	the	significant	assumptions	used	by	management	to	current	industry and	economic	trends	and	changes	in	the	Company's	business	model,	customer	base	or	product	mix.	We	performed	sensitivity analyses	of	significant	assumptions	to	evaluate	the	change	in	the	fair	value	of	the	indefinite-lived	intangible	assets	and	also assessed	the	historical	accuracy	of	management's	estimates.	In	addition,	we	involved	a	valuation	specialist	to	assist	in	evaluating the	significant	assumptions	in	the	fair	value	estimate.

# Assessment	of	realizability	of	deferred	tax	assets

Among	other	audit	procedures	performed,	we	evaluated	the	assumptions	used	by	the	Company	to	develop	projections	of	future taxable	income	by	income	tax	jurisdiction	and	tested	the	completeness	and	accuracy	of	the	underlying	data	used	in	the projections.	For	example,	we	compared	the	projections	of	future	taxable	income	with	the	actual	results	of	prior	periods,	as	well as	management's	consideration	of	current	industry	and	economic	trends.	We	also	compared	the	projections	of	future	taxable income	with	other	forecasted	financial	information	prepared	by	the	Company.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

# (IN	MILLIONS,	EXCEPT	PER	SHARE	AMOUNTS)

|  | Notes | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- | :--- |
| Revenues: |  |  |  |  |
| Circulation\tand\tsubscription |  | $4,104 | $3,021 | $2,470 |
| Advertising |  | 2,738 | 2,856 | 2,905 |
| Consumer |  | 1,679 | 1,664 | 1,573 |
| Real\testate |  | 908 | 858 | 696 |
| Other |  | 645 | 625 | 495 |
| Total\tRevenues | 3 | \t 10,074 | 9,024 | 8,139 |
| Operating\texpenses |  | (5,622) | (4,903) | (4,529) |
| Selling,\tgeneral\tand\tadministrative |  | (3,208) | (3,050) | (2,728) |
| Depreciation\tand\tamortization |  | (659) | (472) | (449) |
| Impairment\tand\trestructuring\tcharges | \t5,\t7,\t8 | (188) | (351) | (927) |
| Equity\tlosses\tof\taffiliates | 6 | (17) | (1,006) | (295) |
| Interest\t(expense)\tincome,\tnet |  | (59) | (7) | 39 |
| Other,\tnet | 21 | 33 | (324) | 135 |
| Income\t(loss)\tbefore\tincome\ttax\texpense |  | 354 | (1,089) | (615) |
| Income\ttax\texpense | 19 | (126) | (355) | (28) |
| Net\tincome\t(loss) |  | 228 | (1,444) | (643) |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests |  | (73) | (70) | (95) |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation\tstockholders |  | $155 | $(1,514) | $(738) |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare: | 14 |  |  |  |
| Basic |  | $0.27 | $(2.60) | $(1.27) |
| Diluted |  | $0.26 | $(2.60) | $(1.27) |

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

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	LOSS

# (IN	MILLIONS)

|  | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- |
| Net\tincome\t(loss) | $228 | $(1,444) | $(643) |
| Other\tcomprehensive\t(loss)\tincome: |  |  |  |
| Foreign\tcurrency\ttranslation\tadjustments | (247) | (123) | 84 |
| Net\tchange\tin\tthe\tfair\tvalue\tof\tcash\tflow\thedges(a) | 2 | 4 | — |
| Unrealized\tholding\tgains\t(losses)\ton\tsecurities,\tnet(b) | — | 27 | (25) |
| Benefit\tplan\tadjustments,\tnet(c) | (43) | 128 | 8 |
| Share\tof\tother\tcomprehensive\tincome\tfrom\tequity\taffiliates,\tnet(d) | — | 12 | 4 |
| Other\tcomprehensive\t(loss)\tincome | (288) | 48 | 71 |
| Comprehensive\tloss | (60) | (1,396) | (572) |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (73) | (70) | (95) |
| Less:\tOther\tcomprehensive\tloss\t(income)\tattributable\tto\tnoncontrolling\tinterests | 58 | 42 | (9) |
| Comprehensive\tloss\tattributable\tto\tNews\tCorporation\tstockholders | $(75) | $(1,424) | $(676) |

(b) Net	of	income	tax	expense	(benefit)	of	$1	million	and	$(10)	million	for	the	fiscal	years	ended	June	30,	2018	and	2017,	respectively.

# CONSOLIDATED	BALANCE	SHEETS

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

|  | Notes | As	of	June	30,<br>2019 | 2018 |
| :--- | :--- | :--- | :--- |
| Assets: |  |  |  |
| Current\tassets: |  |  |  |
| Cash\tand\tcash\tequivalents |  | $1,643 | $2,034 |
| Receivables,\tnet | 2 | 1,544 | 1,612 |
| Inventory,\tnet |  | 348 | 376 |
| Other\tcurrent\tassets |  | 515 | 372 |
| Total\tcurrent\tassets |  | 4,050 | 4,394 |
| Non-current\tassets: |  |  |  |
| Investments | 6 | 335 | 393 |
| Property,\tplant\tand\tequipment,\tnet | 7 | 2,554 | 2,560 |
| Intangible\tassets,\tnet | 8 | 2,426 | 2,671 |
| Goodwill | 8 | 5,147 | 5,218 |
| Deferred\tincome\ttax\tassets | 19 | 269 | 279 |
| Other\tnon-current\tassets | 21 | 930 | 831 |
| Total\tassets |  | $15,711 | $16,346 |
| Liabilities\tand\tEquity: |  |  |  |
| Current\tliabilities: |  |  |  |
| Accounts\tpayable |  | $411 | $605 |
| Accrued\texpenses |  | 1,328 | 1,340 |
| Deferred\trevenue | 3 | 428 | 516 |
| Current\tborrowings | 9 | 449 | 462 |
| Other\tcurrent\tliabilities | 21 | 724 | 372 |
| Total\tcurrent\tliabilities |  | 3,340 | 3,295 |
| Non-current\tliabilities: |  |  |  |
| Borrowings | 9 | 1,004 | 1,490 |
| Retirement\tbenefit\tobligations | 17 | 266 | 245 |
| Deferred\tincome\ttax\tliabilities | 19 | 295 | 389 |
| Other\tnon-current\tliabilities |  | 495 | 430 |
| Commitments\tand\tcontingencies | 16 |  |  |
| Redeemable\tpreferred\tstock | 10 | — | 20 |
| Class\tA\tcommon\tstock(a) |  | 4 | 4 |
| Class\tB\tcommon\tstock(b) |  | 2 | 2 |
| Additional\tpaid-in\tcapital |  | \t 12,243 | \t 12,322 |
| Accumulated\tdeficit |  | (1,979) | (2,163) |
| Accumulated\tother\tcomprehensive\tloss | 21 | (1,126) | (874) |
| Total\tNews\tCorporation\tstockholders'\tequity |  | 9,144 | 9,291 |
| Noncontrolling\tinterests |  | 1,167 | 1,186 |
| Total\tequity |  | \t 10,311 | \t 10,477 |
| Total\tliabilities\tand\tequity |  | $15,711 | $16,346 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | Notes | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- | :--- |
| Operating\tactivities: |  |  |  |  |
| Net\tincome\t(loss) |  | $228 | $ (1,444) | $(643) |
| Less:\tIncome\tfrom\tdiscontinued\toperations,\tnet\tof\ttax |  | — | — | — |
| Income\t(loss)\tfrom\tcontinuing\toperations |  | 228 | (1,444) | (643) |
| Adjustments\tto\treconcile\tincome\t(loss)\tfrom\tcontinuing\toperations\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |  |
| Depreciation\tand\tamortization |  | 659 | 472 | 449 |
| Equity\tlosses\tof\taffiliates | 6 | 17 | 1,006 | 295 |
| Cash\tdistributions\treceived\tfrom\taffiliates |  | 32 | 5 | 4 |
| Impairment\tcharges | \t 7,\t8 | 96 | 280 | 785 |
| Other,\tnet | 21 | (33) | 324 | (135) |
| Deferred\tincome\ttaxes\tand\ttaxes\tpayable | 19 | — | 202 | (95) |
| Change\tin\toperating\tassets\tand\tliabilities,\tnet\tof\tacquisitions: |  |  |  |  |
| Receivables\tand\tother\tassets |  | 134 | (128) | (58) |
| Inventories,\tnet |  | (58) | (14) | 15 |
| Accounts\tpayable\tand\tother\tliabilities |  | (147) | 54 | 140 |
| NAM\tGroup\tsettlement |  | — | — | (258) |
| Net\tcash\tprovided\tby\toperating\tactivities\tfrom\tcontinuing\toperations |  | 928 | 757 | 499 |
| Net\tcash\tused\tin\toperating\tactivities\tfrom\tdiscontinued\toperations |  | — | — | (5) |
| Net\tcash\tprovided\tby\toperating\tactivities |  | 928 | 757 | 494 |
| Investing\tactivities: |  |  |  |  |
| Capital\texpenditures |  | (572) | (364) | (256) |
| Acquisitions,\tnet\tof\tcash\tacquired |  | (188) | (77) | (347) |
| Investments\tin\tequity\taffiliates\tand\tother |  | (4) | (18) | (59) |
| Other\tinvestments |  | (34) | (33) | (39) |
| Proceeds\tfrom\tproperty,\tplant\tand\tequipment\tand\tother\tasset\tdispositions |  | 103 | 138 | 271 |
| Other |  | 18 | 33 | 10 |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tcontinuing\toperations |  | (677) | (321) | (420) |
| Net\tcash\tused\tin\tinvesting\tactivities\tfrom\tdiscontinued\toperations |  | — | — | — |
| Net\tcash\tused\tin\tinvesting\tactivities |  | (677) | (321) | (420) |
| Financing\tactivities: |  |  |  |  |
| Borrowings | 9 | 681 | 95 | — |
| Repayment\tof\tborrowings | 9 | (1,116) | (213) | (23) |
| Dividends\tpaid |  | (161) | (158) | (152) |
| Other,\tnet |  | (14) | (122) | (42) |
| Net\tcash\tused\tin\tfinancing\tactivities\tfrom\tcontinuing\toperations |  | (610) | (398) | (217) |
| Net\tcash\tused\tin\tfinancing\tactivities\tfrom\tdiscontinued\toperations |  | — | — | — |
| Net\tcash\tused\tin\tfinancing\tactivities |  | (610) | (398) | (217) |
| Net\tchange\tin\tcash,\tcash\tequivalents\tand\trestricted\tcash |  | (359) | 38 | (143) |
| Cash,\tcash\tequivalents\tand\trestricted\tcash,\tbeginning\tof\tyear |  | 2,034 | 2,016 | 2,147 |
| Exchange\tmovement\ton\topening\tcash\tbalance |  | (32) | (20) | 12 |
| Cash,\tcash\tequivalents\tand\trestricted\tcash,\tend\tof\tyear |  | $1,643 | $2,034 | $2,016 |

# 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 | Total	News<br>Corporation<br>Equity | Noncontrolling<br>Interests | Total<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance,\tJune\t30,\t2016 | 380 | $4 | 200 | $2 | $12,434 | $150 | $(1,026) | $11,564 | $218 | $11,782 |
| Net\t(loss)\tincome | — | — | — | — | — | (738) | — | (738) | 95 | (643) |
| Other\tcomprehensive\tincome | — | — | — | — | — | — | 62 | 62 | 9 | 71 |
| Dividends | — | — | — | — | (58) | (60) | — | (118) | (34) | (152) |
| Other | 2 | — | — | — | 19 | — | — | 19 | (4) | 15 |
| Balance,\tJune\t30,\t2017 | 382 | 4 | 200 | 2 | 12,395 | (648) | (964) | 10,789 | 284 | \t 11,073 |
| Net\t(loss)\tincome | — | — | — | — | — | (1,514) | — | (1,514) | 70 | (1,444) |
| Other\tcomprehensive\tincome\t(loss) | — | — | — | — | — | — | 90 | 90 | (42) | 48 |
| Foxtel\ttransaction(a) | — | — | — | — | — | — | — | — | 914 | 914 |
| Dividends | — | — | — | — | (119) | — | — | (119) | (39) | (158) |
| Other | 1 | — | — | — | 46 | (1) | — | 45 | (1) | 44 |
| Balance,\tJune\t30,\t2018 | 383 | 4 | 200 | 2 | 12,322 | (2,163) | (874) | 9,291 | 1,186 | \t 10,477 |
| Cumulative\timpact\tfrom\tadoption\tof\tnew |  |  |  |  |  |  |  |  |  |  |
| accounting\tstandards | — | — | — | — | — | 32 | (22) | 10 | 10 | 20 |
| Net\tincome | — | — | — | — | — | 155 | — | 155 | 73 | 228 |
| Other\tcomprehensive\tloss | — | — | — | — | — | — | (230) | (230) | (58) | (288) |
| Dividends | — | — | — | — | (117) | — | — | (117) | (44) | (161) |
| Other | 3 | — | — | — | 38 | (3) | — | 35 | — | 35 |
| Balance,\tJune\t30,\t2019 | 386 | $4 | 200 | $2 | $12,243 | $(1,979) | $(1,126) | $9,144 | $1,167 | $10,311 |

(a) See	Note	4—Acquisitions,	Disposals	and	Other	Transactions.

# NOTES	TO	THE	CONSOLIDATED	FINANCIAL	STATEMENTS

# NOTE	1.	DESCRIPTION	OF	BUSINESS	AND	BASIS	OF	PRESENTATION

In	April	2018,	News	Corp	and	Telstra	Corporation	Limited	("Telstra")	combined	their	respective	50%	interests	in	the	Foxtel	Group	and	News	Corp's	100% interest	in	FOX	SPORTS	Australia	into	a	new	company,	NXE	Australia	Pty	Ltd.	(the	"Transaction")	which	the	Company	refers	to	herein	as	"Foxtel"	for post-Transaction	periods.	Following	the	completion	of	the	Transaction,	News	Corp	owns	a	65%	interest	in	the	combined	business,	with	Telstra	owning	the remaining	35%.	Consequently,	the	Company	began	consolidating	the	Foxtel	Group	in	the	fourth	quarter	of	fiscal	2018.	See	Note	4—Acquisitions,	Disposals and	Other	Transactions;	Note	6—Investments;	Note	8—Goodwill;	Note	9—Borrowings;	and	Note	11—Financial	Instruments	and	Fair	Value Measurements.	For	periods	prior	to	the	completion	of	the	Transaction,	the	Company	continues	to	refer	to	its	equity	investment	in	the	Foxtel	Group	as	Foxtel.

# Basis	of	presentation

The	accompanying	consolidated	financial	statements	of	the	Company,	which	are	referred	to	herein	as	the	"Consolidated	Financial	Statements,"	have	been prepared	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States	of	America	("GAAP").	The	Company's	financial	statements	as	of and	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017	are	presented	on	a	consolidated	basis.

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	2019,	fiscal	2018	and	fiscal	2017	each included	52	weeks.	All	references	to	the	fiscal	years	ended	June	30,	2019,	2018	and	2017	relate	to	the	fiscal	years	ended	June	30,	2019,	July	1,	2018	and July	2,	2017,	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	current	fiscal	year	presentation.	Specifically, in	fiscal	2019,	the	Company	reclassified	Conference	Sponsorship	revenues	at	its	Dow	Jones	reporting	unit	and	Merchandising	revenues	at	the	News America	Marketing	reporting	unit	from	Other	revenues	to	Advertising	revenues	as	the	Company	believes	that	the	reclassification	more	accurately	reflects the	nature	of	those	revenue	streams.	These	revenue	reclassifications	totaled	$57	million	and	$45	million	for	the	fiscal	years	ended	June	30,	2018	and	2017, respectively.

# 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,	2019	and	2018	also	includes	$97	million	and	$86	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	Company	had	no	restricted	cash	as	of	June	30,	2019	and	2018.

# 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	doubtful	accounts,	which	is	an	estimate	of	amounts	that	may	not	be	collectible.	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, |
| :--- | :--- | :--- |
|  | 2019 | 2018 |
|  | (in\tmillions) | (in\tmillions) |
| Receivables | $1,590 | $1,829 |
| Allowances\tfor\tsales\treturns(a) | — | (171) |
| Allowances\tfor\tdoubtful\taccounts | (46) | (46) |
| Receivables,\tnet | $1,544 | $1,612 |

(a) As	a	result	of	the	adoption	of	the	new	revenue	recognition	standard	during	fiscal	2019,	the	Company	reclassified	the	allowance	for	sales	returns	from Receivables,	net	to	Other	current	liabilities.

# Inventory,	net

Inventory	primarily	consists	of	programming	rights,	books,	newsprint	and	printing	ink.	In	accordance	with	ASC	920,	"Entertainment—Broadcasters", program	rights	and	the	related	liabilities	are	recorded	at	the	gross	amount	of	the	liabilities	when	the	license	period	has	begun,	the	cost	of	the	program	is determinable	and	the	program	is	accepted	and	available	for	airing.	Programming	costs	are	amortized	based	on	the	expected	pattern	of	consumption	over	the license	period	or	expected	useful	life	of	each	program.	The	pattern	of	consumption	is	based	primarily	on	consumer	viewership	information	as	well	as	other factors.	The	Company	regularly	reviews	its	programming	assets	to	ensure	they	continue	to	reflect	net	realizable	value.	Changes	in	circumstances	may	result in	a	write-down	of	the	asset	to	fair	value.

Inventory	for	books	and	newsprint	are	valued	at	the	lower	of	cost	or	net	realizable	value.	Cost	for	non-programming	inventory	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.

# 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	such	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	tangible	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	accounted	for	in	accordance	with	Accounting	Standards	Update	("ASU")	2016-01,	"Financial	Instruments—Overall	(Subtopic 825-10):	Recognition	and	Measurement	of	Financial	Assets	and	Financial	Liabilities"	("ASU	2016-01").	Gains	and	losses	on	equity	securities	with	readily determinable	fair	market	value	are	recorded	in	Other,	net	in	the	Statement	of	Operations.	Equity	securities	without	readily	determinable	fair	market	values are	valued	at	cost,	less	any	impairment,	plus	or	minus	changes	in	fair	value	resulting	from	observable	price	changes	in	orderly	transactions	for	an	identical	or similar	investment	of	the	same	issuer.	See	Note	6—Investments.

# Financial	instruments	and	derivatives

The	carrying	value	of	the	Company's	financial	instruments,	including	cash	and	cash	equivalents,	approximate	fair	value.	The	fair	value	of	financial instruments	is	generally	determined	by	reference	to	market	values	resulting	from	trading	on	a	national	securities	exchange,	trading	in	an	over-the-counter market	which	are	considered	to	be	Level	2	measurements	or	unobservable	inputs	that	require	the	Company	to	use	its	own	best	estimates	about	market participant	assumptions	which	are	considered	to	be	Level	3	measurements.	See	Note	11—Financial	Instruments	and	Fair	Value	Measurements.

ASC	815,	"Derivatives	and	Hedging"	("ASC	815")	requires	derivative	instruments	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	the	Statements	of	Operations	unless	specific hedge	accounting	criteria	are	met.

For	derivatives	that	will	be	accounted	for	as	hedging	instruments,	the	Company	formally	designates	and	documents,	at	inception,	the	financial	instrument	as a	hedge	of	a	specific	underlying	exposure,	the	risk	management	objective	and	the	strategy	for	undertaking	the	hedge	transaction.	On	an	ongoing	basis,	the Company	assesses	whether	the	financial	instruments	used	in	hedging	transactions	continue	to	be	highly	effective.	The	ineffective	portion	of	a	financial instrument's	change	in	fair	value	is	immediately	recognized	in	the	Statements	of	Operations	in	Other,	net.

The	Company	determines	the	fair	values	of	its	derivatives	using	standard	valuation	models.	The	notional	amounts	of	the	derivative	financial	instruments	do not	necessarily	represent	amounts	exchanged	by	the	parties	and,	therefore,	are	not	a	direct	measure	of	the	Company's	exposure	to	the	financial	risks.	The amounts	exchanged	are	calculated	by	reference	to	the	notional	amounts	and	by	other	terms	of	the	derivatives,	such	as	interest	rates	and	foreign	currency exchange	rates.	The	Company	does	not	view	the	fair	values	of	its	derivatives	in	isolation,	but	rather	in	relation	to	the	fair	values	or	cash	flows	of	the underlying	hedged	transactions	or	other	exposures.	All	of	the	Company's	derivatives	are	over-the-counter	instruments	with	liquid	markets.	The	carrying values	of	the	derivatives	reflect	the	impact	of	master	netting	agreements	which	allow	the	Company	to	net	settle	positive	and	negative	positions	with	the	same counterparty.	As	the	Company	does	not	intend	to	settle	any	derivatives	at	their	net	positions,	derivative	instruments	are	presented	gross	in	the	Balance Sheets.	See	Note	11—Financial	Instruments	and	Fair	Value	Measurements.

# Cash	flow	hedges

Cash	flow	hedges	are	used	to	mitigate	the	Company's	exposure	to	variability	in	cash	flows	that	is	attributable	to	particular	risk	associated	with	a	highly probable	forecasted	transaction	or	a	recognized	asset	or	liability	which

could	affect	income	or	expenses.	The	effective	portion	of	the	gain	or	loss	on	the	hedging	instrument	is	recognized	directly	in	Accumulated	other comprehensive	loss,	while	the	ineffective	portion	is	recognized	in	the	Statements	of	Operations	in	Other,	net.	Amounts	recorded	in	Accumulated	other comprehensive	loss	are	recognized	in	the	Statements	of	Operations	when	the	hedged	forecasted	transaction	impacts	income	or	if	the	forecasted	transaction	is no	longer	expected	to	occur.

# Fair	value	hedges

Fair	value	hedges	are	used	to	mitigate	the	Company's	exposure	to	changes	in	the	fair	value	of	a	recognized	asset	or	liability,	or	an	identified	portion	thereof that	is	attributable	to	a	particular	risk	and	could	affect	income	or	expenses.	The	hedged	item	is	adjusted	for	gains	and	losses	attributable	to	the	risk	being hedged	and	the	derivative	is	remeasured	to	fair	value.	The	Company	records	the	changes	in	the	fair	value	of	these	items	in	the	Statements	of	Operations.

# Economic	hedges

Derivatives	not	designated	as	accounting	hedge	relationships	are	referred	to	as	economic	hedges.	Economic	hedges	are	those	derivatives	which	the Company	uses	to	mitigate	their	exposure	to	variability	in	the	cash	flows	of	a	forecasted	transaction	or	the	fair	value	of	a	recognized	asset	or	liability,	but which	do	not	qualify	for	hedge	accounting	in	accordance	with	ASC	815.	The	economic	hedges	are	adjusted	to	fair	value	each	period	in	Other,	net	in	the Statements	of	Operations.

Property,	plant	and	equipment	are	stated	at	cost	less	accumulated	depreciation.	Depreciation	is	calculated	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	or	decreasing	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	13	years.	Costs	such	as maintenance	and	training	are	expensed	as	incurred.	Research	and	development	costs	are	also	expensed	as	incurred.

Upon	adoption	of	ASU	2018-15,	"Intangibles–Goodwill	and	Other–Internal-Use	Software	(Subtopic	350-24):	Customer's	Accounting	for	Implementation Costs	Incurred	in	a	Cloud	Computing	Arrangement	that	is	a	Service	Contract"	("ASU	2018-15"),	the	Company	evaluates	upfront	costs,	including implementation,	set-up	or	other	costs	(collectively,	"implementation	costs"),	for	hosting	arrangements	under	the	internal-use	software	framework.	Costs related	to	preliminary	project	activities	and	post	implementation	activities	are	expensed	as	incurred,	whereas	costs	incurred	in	the	development	stage	are generally	capitalized	as	prepaid	assets	within	Other	Current	Assets	in	the	Balance	Sheet.	Capitalized	implementation	costs	are	amortized	on	a	straight-line basis	over	the	expected	term	of	the	hosting	arrangement,	which	includes	consideration	of	the	non-cancellable	contractual	term	and	reasonably	certain renewals.	Amortization	of	capitalized	implementation	costs	is	included	in	the	same	line	item	in	the	Statements	of	Operations	as	the	expense	for	fees	for	the associated	hosting	arrangement.

# 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	12	and	24	months	after	initial	publication	of	the first	format.	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	trademarks	and	tradenames,	newspaper	mastheads,	distribution	networks,	publishing	imprints, radio	broadcast	licenses,	publishing	rights	and	customer	relationships.	Goodwill	is	recorded	as	the	difference	between	the	cost	of	acquiring	entities	or businesses	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"),	Foxtel,	Australian	News	Channel	("ANC"),	HarperCollins,	REA	Group	and	Move,	Inc.	("Move"),	as	its	reporting units.	During	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.

In	accordance	with	ASC	350,	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	trademarks	and	tradenames,	newspaper	mastheads, distribution	networks,	publishing	imprints	and	radio	broadcast	licenses.	Newspaper	mastheads	and	book	publishing	imprints	are	reviewed	on	an	aggregated basis	in	accordance	with	ASC	350.	Distribution	networks,	trademarks	and	tradenames	and	radio	broadcast	licenses	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,	relief-from-royalty	and	excess	earnings	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.

Loans	and	borrowings	are	initially	recognized	at	the	fair	value	of	the	consideration	received.	Transaction	costs	are	recorded	within	current	borrowings (current	portion)	and	non-current	borrowings	(long-term	portion)	in	the	Consolidated	Balance	Sheets.	They	are	subsequently	recognized	at	amortized	cost using	the	effective	interest

method.	Debt	may	be	considered	extinguished	when	it	has	been	modified	and	the	terms	of	the	new	debt	instruments	and	old	debt	instruments	are substantially	different,	as	that	term	is	defined	in	the	debt	modification	guidance	in	ASC	470-50	"Debt—Modifications	and	Extinguishments."	The	Company classifies	the	current	portion	of	long	term	debt	as	non-current	liabilities	on	the	Balance	Sheets	when	it	has	the	intent	and	ability	to	refinance	the	obligation	on a	long-term	basis,	in	accordance	with	ASC	470-50	"Debt."

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,	"Fair	Value Measurement	(Topic	820):	Disclosures	for	Investments	in	Certain	Entities	That	Calculate	Net	Asset	Value	per	Share	(or	Its	Equivalent)"	or	ASC	2016-01 described	above,	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").	See	Note	11—Financial Instruments	and	Fair	Value	Measurements.

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	during	the	fourth	quarter	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.

# 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.

During	fiscal	2019,	the	Company	adopted	ASU	2016-01,	"Financial	Instruments—Overall	(Subtopic	825-10):	Recognition	and	Measurement	of	Financial Assets	and	Financial	Liabilities"	("ASU	2016-01").	Prior	to	the	adoption	of	ASU	2016-01,	the	Company	regularly	reviewed	its	investments	in	equity securities	for	impairments	based	on	criteria	that	included	the	extent	to	which	an	investment's	carrying	value	exceeded	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.	As	a	result of	the	adoption	of	ASU	2016-01,	the	Company	remeasures	the	value	of	these	equity	securities	each	quarter	and	includes	the	impact	from	the	remeasurement in	Other,	net	in	the	Statements	of	Operations.

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

During	fiscal	2019,	the	Company	adopted	ASU	2014-09,	"Revenue	from	Contracts	with	Customers	(Topic	606)"	("ASU	2014-09")	on	a	modified retrospective	basis,	which	amended	the	FASB	ASC	by	creating	Topic	606,	"Revenue	from	Contracts	with	Customers"	("ASC	606").	Under	ASC	606, revenue	is	recognized	when	or	as	the	Company	satisfies	its	respective	performance	obligations	under	each	contract.

# Circulation	and	subscription	revenues

Circulation	and	subscription	revenues	include	single-copy	newspaper,	newspaper	subscription,	information	services	subscription	and	pay	television broadcast	subscription	revenues.	Circulation	revenues	are	based	on	the	number	of	copies	of	the	printed	newspaper	(through	home-delivery	subscriptions	and single-copy	sales)	and/or	digital	subscriptions	sold,	and	the	associated	rates	charged	to	the	customers.	Single-copy	revenue	is	recognized	at	a	point	in	time	on the	date	the	newspapers	are	sold	to	distribution	outlets,	net	of	provisions	for	related	returns.

Revenues	from	home	delivery	and	digital	subscriptions	are	recognized	over	the	subscription	term	as	the	newspapers	and/or	digital	subscriptions	are delivered.	Information	services	subscription	revenues	are	recognized

over	time	as	the	subscriptions	are	delivered.	Payments	from	subscribers	are	generally	due	at	the	beginning	of	the	month	and	are	recorded	as	deferred revenue.	Such	amounts	are	recognized	as	revenue	as	the	associated	subscription	is	delivered.

Revenue	generated	from	subscriptions	to	receive	pay	television	broadcast,	OTT	services,	broadband	and	home	phone	services	for	residential	and commercial	subscribers	is	recognized	over	time	on	a	monthly	basis	as	the	services	are	provided.	Payment	is	generally	received	monthly	in	advance	of providing	services,	and	is	deferred	upon	receipt.	Such	amounts	are	recognized	as	revenue	as	the	related	services	are	provided.

# Advertising	revenues

Revenue	from	print	advertising	is	recognized	at	the	point	in	time	the	print	advertisement	is	published.	Broadcast	advertising	revenue	is	recognized	over	the time	that	the	broadcast	advertisement	is	aired.	For	impressions-based	digital	advertising,	revenues	are	recognized	as	impressions	are	delivered	over	the	term of	the	arrangement,	while	revenue	from	non-impressions-based	digital	advertising	is	recognized	over	the	period	that	the	advertisements	are	displayed.	Such amounts	are	recognized	net	of	agency	commissions	and	provisions	for	estimated	sales	incentives,	including	rebates,	rate	adjustments	or	discounts.

Advertising	revenues	earned	from	integrated	marketing	services	are	recognized	at	the	point	in	time	when	free-standing	inserts	are	published.	Revenues earned	from	in-store	marketing	services	are	partially	recognized	upon	installation,	with	the	remaining	revenue	recognized	over	the	in-store	campaign.

The	Company	enters	into	transactions	that	involve	the	exchange	of	advertising,	in	part,	for	other	products	and	services,	which	are	recorded	at	the	estimated fair	value	of	the	product	or	service	received.	If	the	fair	value	of	the	product	or	service	received	cannot	be	reliably	determined,	the	value	is	measured indirectly	by	reference	to	the	standalone	selling	price	of	the	advertising	provided	by	the	Company.	Revenue	from	nonmonetary	transactions	is	recognized when	services	are	performed,	and	expenses	are	recognized	when	products	are	received	or	services	are	incurred.

Billings	to	clients	and	payments	received	in	advance	of	performance	of	services	or	delivery	of	products	are	recorded	as	deferred	revenue	until	the	services are	performed	or	the	product	is	delivered.	Payment	for	advertising	services	is	typically	due	shortly	after	the	Company	has	satisfied	its	performance obligation	to	print,	broadcast	or	place	the	advertising	specified	in	the	contract.	For	advertising	campaigns	that	extend	beyond	one	month,	the	Company generally	invoices	the	advertiser	in	arrears	based	on	the	number	of	advertisements	that	were	printed,	broadcast	or	placed,	or	impressions	delivered	during	the month.

# Consumer	revenues

Revenue	from	the	sale	of	physical	books	and	electronic	books	("e-books")	is	recognized	at	the	point	in	time	of	physical	receipt	by	the	customer	or	electronic delivery.	Such	amounts	are	recorded	net	of	provisions	for	returns	and	payments	to	customers.	If	the	Company	prohibits	its	customer	from	selling	a	physical book	until	a	future	date,	it	recognizes	revenue	when	that	restriction	lapses.

Revenue	is	recognized	net	of	any	amounts	billed	to	customers	for	taxes	remitted	to	government	authorities.	Payments	for	the	sale	of	physical	books	and e-books	are	generally	collected	within	one	to	three	months	of	sale	or	delivery	and	are	based	on	the	number	of	physical	books	or	e-books	sold.

# Real	Estate	revenues

Real	estate	revenues	are	derived	from	the	sale	of	online	real	estate	listing	products	and	advanced	client	management	and	reporting	products,	as	well	as services	to	agents,	brokers	and	developers.	Revenue	is	typically

recognized	over	the	contractual	period	during	which	the	services	are	provided.	Payments	are	generally	due	monthly	over	the	subscription	term.

With	the	acquisition	of	Opcity	Inc.	("Opcity"),	the	Company	began	providing	certain	leads	to	agents	and	brokers	at	no	upfront	cost	with	the	Company receiving	a	portion	of	the	agent	sales	commission	at	the	time	a	home	transaction	is	closed.	As	the	amount	of	revenues	is	based	on	several	factors	outside	of the	Company's	control	including	home	prices,	revenue	is	recognized	when	a	real	estate	transaction	is	closed	and	any	variability	no	longer	exists.

# Other	revenues

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

# Contracts	with	multiple	performance	obligations

The	Company	has	certain	revenue	contracts	which	contain	multiple	performance	obligations	such	as	print	and	digital	advertising	bundles	and	bundled	video service	subscriptions.	Revenues	derived	from	sales	contracts	that	contain	multiple	products	and	services	are	allocated	based	on	the	relative	standalone selling	price	of	each	performance	obligation	to	be	delivered.	Standalone	selling	price	is	typically	determined	based	on	prices	charged	to	customers	for	the same	or	similar	goods	or	services	on	a	standalone	basis.	If	observable	standalone	prices	are	not	available,	the	Company	estimates	standalone	selling	price	by maximizing	the	use	of	observable	inputs	to	most	accurately	reflect	the	price	of	each	individual	performance	obligation.	Revenue	is	recognized	as	each performance	obligation	included	in	the	contract	is	satisfied.

# Identification	of	a	customer	and	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.	When	the	intermediary or	agent	is	determined	to	be	the	Company's	customer,	the	Company	records	revenue	based	on	the	amount	it	expects	to	receive	from	the	agent	or intermediary.

In	other	circumstances,	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	controls	the	goods	or	services	prior	to	being	transferred	to	the	ultimate	customer.

# Sales	returns

Certain	of	the	Company's	products,	such	as	books	and	newspapers,	are	sold	with	the	right	of	return.	The	Company	records	the	estimated	impact	of	such returns	as	a	reduction	of	revenue.	To	estimate	product	sales	that	will	be	returned	and	the	related	products	that	are	expected	to	be	placed	back	into	inventory, the	Company	analyzes	historical	returns,	current	economic	trends,	changes	in	customer	demand	and	acceptance	of	the	Company's	products.	Based	on	this information,	the	Company	reserves	a	percentage	of	each	dollar	of	product	sales	that	provide	the	customer	with	the	right	of	return.	As	a	result	of	the	adoption of	ASC	606,	the	Company	reclassified	its	sales	returns	reserve	from	Receivables,	net	to	Other	current	liabilities.

# Subscriber	acquisition	costs

Costs	related	to	the	acquisition	of	subscription	video	service	customers	primarily	consist	of	amounts	paid	for	third-party	customer	acquisitions,	which consist	of	the	cost	of	commissions	paid	to	authorized	retailers	and	dealers	for	subscribers	added	through	their	respective	distribution	channels	and	the	cost	of hardware	and	installation	subsidies	for	subscribers.	All	costs,	including	hardware,	installation	and	commissions,	are	expensed	upon	activation,	except	where legal	ownership	of	the	equipment	is	retained,	in	which	case	the	cost	of	the	equipment	and	direct	and	indirect	installation	costs	are	capitalized	and	depreciated over	the	respective	useful	life.

# 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	$669	million,	$663	million	and	$587	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	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. The	Company	recognizes	interest	and	penalty	charges	related	to	unrecognized	tax	benefits	as	income	tax	expense.

The	Company	has	not	provided	for	taxes	on	undistributed	earnings	attributable	to	certain	foreign	subsidiaries.	It	is	the	Company's	intention	to	reinvest	in these	subsidiaries	indefinitely	as	the	Company	does	not	anticipate	the	need	to	repatriate	funds	to	satisfy	domestic	liquidity	needs.	An	actual	repatriation	from these	subsidiaries	could	be	subject	to	foreign	withholding	taxes	and	U.S.	state	taxes.	Calculation	of	the	unrecognized	tax	liabilities	is	not	practicable.

Following	the	enactment	of	the	Tax	Cut	and	Jobs	Act	(the	"Tax	Act")	(See	Note	19—Income	Taxes),	the	Company	has	elected	to	account	for	the	tax	on GILTI	as	a	period	cost	and	thus	has	not	adjusted	any	net	deferred	tax	assets	of	its	foreign	subsidiaries	for	the	new	tax.	However,	the	Company	has considered	the	potential	impact	of	GILTI	and	BEAT	on	its	U.S.	federal	net	operating	loss	("NOL")	carryforward	and	determined	that	the	projected	tax benefit	to	be	received	from	its	NOL	carryforward	may	be	reduced	due	to	these	provisions.	As	such,	the	Company	has	recorded	a	valuation	allowance	on	its U.S.	federal	NOL	carryforward	for	the	reduction	in	the	projected	tax	benefit	upon	utilization.

# 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	14—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.

# Recently	Issued	Accounting	Pronouncements

# Adopted

In	May	2014,	the	FASB	issued	ASU	2014-09,	which	amended	ASC	606.	ASU	2014-09	removes	inconsistencies	and	differences	in	revenue	recognition 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.	The	FASB	also	issued	several	standards	which	provided	additional	clarification	and	implementation	guidance	on	ASU	2014-09.	The	Company adopted	ASU	2014-09	and	subsequent	related	standards	on	a	modified	retrospective	basis	as	of	July	1,	2018.	As	a	result,	the	Company	recorded	a $20	million	decrease	to	Accumulated	deficit	as	of	July	1,	2018	to	reflect	the	cumulative	impact	of	its	adoption	of	ASC	606.	See	Note	3—Revenues.

In	January	2016,	the	FASB	issued	ASU	2016-01,	"Financial	Instruments—Overall	(Subtopic	825-10):	Recognition	and	Measurement	of	Financial	Assets and	Financial	Liabilities"	("ASU	2016-01").	The	amendments	in	ASU	2016-01	address	certain	aspects	of	recognition,	measurement,	presentation	and disclosure	of	financial	instruments.	ASU	2016-01	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2018.	The Company	adopted	the	guidance	on	a	cumulative-effect	basis	for	its	investments	with	readily	determinable	fair	values	effective	July	1,	2018.	In	accordance with	ASU	2016-01,	the	cumulative	net	unrealized	gains	(losses)	for	these	investments	contained	within	Accumulated	other	comprehensive	loss	were reclassified	through	Accumulated	deficit	as	of	July	1,	2018,	and	the	Company	recorded	a	$22	million	decrease	to	Accumulated	deficit.	The	Company	has elected	to	measure	equity	investments	that	do	not	have	readily	determinable	fair	values	at	cost	minus	impairment,	if	any,	plus	or	minus	changes	resulting from	observable	price	changes	in	orderly	transactions	for	an	identical	or	similar	investment	of	the	same	issuer.	There	was	no	financial	statement	impact	upon adoption	for	these	investments.	See	Note	6—Investments	and	Note	21—Additional	Financial	Information.

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	periodic	benefit	cost	(income)	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.	ASU	2017-07	allows	for a	practical	expedient	that	permits	a	company	to	use	the	amounts	disclosed	in	its	pension	and	other	postretirement	benefit	plans	note	for	the	prior comparative	periods	as	the	estimation	basis	for	applying	the	retrospective	presentation	requirements.	ASU	2017-07	is	effective	for	the	Company	for	annual and	interim	reporting	periods	beginning	July	1,	2018.	The	Company	adopted	ASU	2017-07	utilizing	the	practical	expedient.	The	other	components	of	net periodic	benefit	cost	(income)	are	included	in	Other,	net	in	the	Statements	of	Operations.	The	adoption	did	not	have	a	material	impact	on	the	Company's Consolidated	Financial	Statements.

In	June	2018,	the	FASB	issued	ASU	2018-07,	"Compensation—Stock	Compensation	(Topic	718):	Improvements	to	Nonemployee	Share-Based	Payment Accounting"	("ASU	2018-07").	The	amendments	in	ASU	2018-07	expanded	the	scope	of	Topic	718	to	include	share-based	payment	transactions	for acquiring	goods	and	services	from	nonemployees.	As	permitted	by	ASU	2018-07,	the	Company	early-adopted	this	standard	and	the	adoption	did	not	have	a material	impact	on	the	Company's	Consolidated	Financial	Statements.

In	August	2018,	the	FASB	issued	ASU	2018-14,	"Compensation—Retirement	Benefits—Defined	Benefit	Plans—General	(Subtopic	715-20):	Disclosure Framework—Changes	to	the	Disclosure	Requirements	for	Defined	Benefit	Plans"	("ASU	2018-14").	The	amendments	in	ASU	2018-14	modify	the disclosure	requirements	for	employers	that	sponsor	defined	benefit	pension	or	other	postretirement	plans.	ASU	2018-14	eliminates	the	disclosures	for amounts	in	Accumulated	other	comprehensive	loss	expected	to	be	recognized	as	a	component	of	net	periodic	benefit	cost	(income)	and	the	effect	of	a percentage	change	in	health	care	cost	trend	rate.	As	permitted	by	ASU	2018-14,	the	Company	early	adopted	this	standard.	See	Note	17—Retirement	Benefit Obligations.

In	August	2018,	the	FASB	issued	ASU	2018-15,	"Intangibles—Goodwill	and	Other—Internal-Use	Software	(Subtopic	350-40):	Customer's	Accounting	for Implementation	Costs	Incurred	in	a	Cloud	Computing	Arrangement	That	Is	a	Service	Contract	(a	consensus	of	the	FASB	Emerging	Issues	Task	Force)" ("ASU	2018-15").	The	amendments	in	ASU	2018-15	align	the	requirements	for	capitalizing	implementation	costs	incurred	in	a	hosting	arrangement	that	is	a service	contract	with	the	requirements	for	capitalizing	implementation	costs	incurred	to	develop	or	obtain	internal-use	software	(and	hosting	arrangements that	include	an	internal-use	software	license).	As	permitted	by	ASU	2018-15,	the	Company	early-adopted	this	standard	on	a	prospective	basis.	The	adoption did	not	have	a	material	impact	on	the	Company's	Consolidated	Financial	Statements.

# Issued

In	February	2016,	the	FASB	issued	ASU	2016-02,	"Leases	(Topic	842)"	("ASU	2016-02").	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	FASB	has	also	issued	additional	standards	which	provide	additional	clarification	and implementation	guidance	on	the	previously	issued	ASU	2016-02	and	have	the	same	effective	date	as	the	original	standard.	The	Company	plans	to	apply	this guidance	on	a	modified	retrospective	basis	at	the	beginning	of	the	period	of	adoption	through	a	cumulative-effect	adjustment	to	retained	earnings,	with	no restatement	of	prior	periods.	The	Company	is	in	the	process	of	finalizing	its	inventory	of	lease	contracts	and	implementing	processes	and	controls	to	enable the	preparation	of	the	required	financial	information	for	this	standard.	The	Company	is	also	finalizing	the	testing	of	its	lease	management	system	and	the implementation	process.	The	Company	plans	to	elect	the	package	of	practical	expedients

permitted	under	the	transition	guidance	within	the	new	standard.	The	Company	plans	to	elect	the	practical	expedient	to	combine	lease	and	non-lease components	for	all	asset	classes.	The	Company	also	plans	to	elect	the	short-term	lease	exception	to	keep	leases	with	an	initial	term	of	twelve	months	or	less off	of	the	balance	sheet.	The	Company	is	continuing	to	evaluate	the	impact	ASU	2016-02	will	have	on	its	consolidated	financial	statements.

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

In	August	2017,	the	FASB	issued	ASU	2017-12,	"Derivatives	and	Hedging	(Topic	815):	Targeted	Improvements	to	Accounting	for	Hedging	Activities" ("ASU	2017-12").	The	amendments	in	ASU	2017-12	more	closely	align	the	results	of	cash	flow	and	fair	value	hedge	accounting	with	risk	management activities	through	changes	to	both	the	designation	and	measurement	guidance	for	qualifying	hedging	relationships	and	the	presentation	of	hedge	results	in the	financial	statements.	The	amendments	address	specific	limitations	in	current	GAAP	by	expanding	hedge	accounting	for	both	nonfinancial	and	financial risk	components	and	by	refining	the	measurement	of	hedge	results	to	better	reflect	an	entity's	hedging	strategies.	ASU	2017-12	is	effective	for	the	Company for	annual	and	interim	reporting	periods	beginning	July	1,	2019.	The	Company	is	currently	evaluating	the	impact	ASU	2017-12	will	have	on	its	consolidated financial	statements.

In	February	2018,	the	FASB	issued	ASU	2018-02,	"Income	Statement—Reporting	Comprehensive	Income	(Topic	220):	Reclassification	of	Certain	Tax Effects	from	Accumulated	Other	Comprehensive	Income"	("ASU	2018-02").	The	amendments	in	ASU	2018-02	provide	a	reclassification	from Accumulated	other	comprehensive	income	to	retained	earnings	for	stranded	tax	effects	resulting	from	the	Tax	Act	(as	defined	below).	See	Note	19—Income Taxes.	Consequently,	the	amendments	eliminate	the	stranded	tax	effects	resulting	from	the	Tax	Act	and	will	improve	the	usefulness	of	information	reported to	financial	statement	users.	ASU	2018-02	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2019.	The	Company	is currently	evaluating	the	impact	ASU	2018-02	will	have	on	its	consolidated	financial	statements.

In	August	2018,	the	FASB	issued	ASU	2018-13,	"Fair	Value	Measurement	(Topic	820):	Disclosure	Framework—Changes	to	the	Disclosure	Requirements for	Fair	Value	Measurement"	("ASU	2018-13").	ASU	2018-13	removes,	modifies	and	adds	certain	disclosure	requirements	in	Topic	820,	"Fair	Value Measurement."	ASU	2018-13	eliminates	certain	disclosures	related	to	transfers	and	the	valuation	process,	modifies	disclosures	for	investments	that	are valued	based	on	net	asset	value,	clarifies	the	measurement	uncertainty	disclosure,	and	requires	additional	disclosures	for	Level	3	fair	value	measurements. ASU	2018-13	is	effective	for	the	Company	for	annual	and	interim	reporting	periods	beginning	July	1,	2020.	The	Company	is	currently	evaluating	the	impact ASU	2018-13	will	have	on	the	disclosures	included	in	its	consolidated	financial	statements.

# NOTE	3.	REVENUES

On	July	1,	2018,	the	Company	adopted	ASC	606	on	a	modified	retrospective	basis	for	all	contracts	which	were	not	completed	as	of	the	adoption	date. Results	for	reporting	periods	beginning	after	July	1,	2018	are	presented	under	ASC	606	while	prior	periods	have	not	been	restated.	Under	ASC	606,	revenue is	recognized	when	or	as	the	Company	satisfies	its	respective	performance	obligations	under	each	contract.	The	Company	recorded	a	$20	million	decrease	to Accumulated	deficit	as	of	July	1,	2018	to	reflect	the	cumulative	impact	of	its	adoption	of	ASC	606.

When	implementing	ASC	606,	the	Company	applied	the	practical	expedient	to	reflect	the	aggregate	effect	of	all	contract	modifications	occurring	before	the beginning	of	the	earliest	period	presented	when	identifying	satisfied	and	unsatisfied	performance	obligations,	determining	the	transaction	price,	and allocating	the	transaction	price	to	the	satisfied	and	unsatisfied	performance	obligations.

The	adoption	of	ASC	606	primarily	resulted	in	the	following	changes	related	to	the	Company's	revenue	recognition	policies:

# •	 Reclassification	of	certain	payments	to	customers

For	certain	revenue	streams	within	the	Subscription	Video	Services,	Book	Publishing	and	News	and	Information	Services	segments,	the Company	previously	recorded	certain	marketing	and	sales	incentive	payments	to	customers	within	Operating	expenses	and	Selling,	general and	administrative	expenses.	In	accordance	with	ASC	606,	such	payments	are	now	recorded	as	a	reduction	of	revenue.	For	the	fiscal	year ended	June	30,	2019,	revenues	were	$113	million	lower	as	a	result	of	this	reclassification,	with	no	impact	on	the	Company's	net	income.

# •	 Deferred	installation	revenues	in	the	Subscription	Video	Services	segment

Under	ASC	606,	each	customer	subscription	sold	is	accounted	for	as	a	distinct	performance	obligation.	Installation	services	are	not	accounted for	as	a	distinct	performance	obligation	and	are	instead	included	within	the	overall	services	being	provided.	Therefore,	installation	revenues are	deferred	and	recognized	over	the	respective	customer	contract	term.	Historically,	installation	revenues	were	deferred	and	recognized	over the	estimated	customer	life.	For	the	fiscal	year	ended	June	30,	2019,	revenues	were	$23	million	higher	as	a	result	of	the	adoption	of	ASC	606.

•	 Acceleration	of	revenue	associated	with	REA	Group's	financial	services	business

The	Company	has	historically	delayed	the	recognition	of	trailing	commission	revenue	associated	with	REA	Group's	financial	services business	until	such	amounts	became	fixed	or	determinable.	Under	ASC	606,	trailing	commission	revenue	is	recognized	when	the	related mortgage	loan	is	established.	As	a	result,	the	Company	established	a	commission	receivable	of	$121	million	and	a	broker	commission	payable of	$94	million	as	of	July	1,	2018.	The	current	portion	of	the	commission	receivable	and	broker	commission	payable	are	classified	in Receivables,	net	and	Other	current	liabilities,	respectively,	with	the	non-current	portion	of	each	classified	within	Other	non-current	assets	and liabilities,	respectively,	in	the	Balance	Sheets.	The	change	in	accounting	for	trailing	commission	revenue	did	not	have	a	material	impact	on	the Statement	of	Operations.

The	Company's	revenues	and	expenses	for	the	fiscal	year	ended	June	30,	2019	and	the	opening	balance	sheet	as	of	July	1,	2018	under	both	ASC	606	and	the prior	standard,	ASC	605	are	as	follows:

|  |  | For	the	fiscal	year	ended	June	30,	2019 |  |
| :--- | :--- | :--- | :--- |
|  | ASC\t605 | Effects\tof\tAdoption | ASC\t606 |
|  |  | (in\tmillions) |  |
| Revenue: |  |  |  |
| Circulation\tand\tsubscription | $4,092 | $12 | $4,104 |
| Advertising | 2,743 | (5) | 2,738 |
| Consumer | 1,744 | (65) | 1,679 |
| Real\testate | 908 | — | 908 |
| Other | 659 | (14) | 645 |
| Total\tRevenues | $10,146 | $(72) | $10,074 |
| Operating\texpenses\tand\tSelling,\tgeneral\tand\tadministrative | $(8,925) | $95 | $(8,830) |
| Net\tincome | $212 | $16 | $228 |

|  |  | As	of	July	1,	2018 |  |
| :--- | :--- | :--- | :--- |
|  | ASC\t605 | Effects\tof\tAdoption | ASC\t606 |
|  |  | (in\tmillions) |  |
| Assets: |  |  |  |
| Receivables,\tnet | $1,612 | $200 | $1,812 |
| Other\tcurrent\tassets | 372 | (4) | 368 |
| Deferred\tincome\ttax\tassets | 279 | 2 | 281 |
| Other\tnon-current\tassets | 831 | 92 | 923 |
| Liabilities\tand\tEquity: |  |  |  |
| Deferred\trevenue | $516 | $(6) | $510 |
| Other\tcurrent\tliabilities | 372 | 194 | 566 |
| Deferred\tincome\ttax\tliabilities | 389 | 11 | 400 |
| Other\tnon-current\tliabilities | 430 | 71 | 501 |
| Accumulated\tdeficit | (2,163) | 20 | (2,143) |

# Disaggregated	revenue

The	following	table	presents	revenue	by	type	and	segment	for	the	fiscal	year	ended	June	30,	2019:

|  |  | For	the	fiscal	year	ended	June	30,	2019 | For	the	fiscal	year	ended	June	30,	2019 | For	the	fiscal	year	ended	June	30,	2019 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | News\tand | Subscription |  | Digital\tReal |  |  |
|  | Information\nServices | Video\nServices | Book\nPublishing | Estate\nServices | Other | Total\nRevenues |
|  |  |  | (in\tmillions) |  |  |  |
| Revenues: |  |  |  |  |  |  |
| Circulation\tand\tsubscription | $2,128 | $1,926 | $— | $49 | $1 | $4,104 |
| Advertising | 2,400 | 215 | — | 122 | 1 | 2,738 |
| Consumer | — | — | 1,679 | — | — | 1,679 |
| Real\testate | — | — | — | 908 | — | 908 |
| Other | 428 | 61 | 75 | 80 | 1 | 645 |
| Total\tRevenues | $4,956 | $2,202 | $1,754 | $1,159 | $3 | $10,074 |

# Contract	liabilities	and	assets

The	Company's	deferred	revenue	balance	primarily	relates	to	amounts	received	from	customers	for	subscriptions	paid	in	advance	of	the	services	being provided.	The	following	table	presents	changes	in	the	deferred	revenue	balance	for	the	fiscal	year	ended	June	30,	2019:

(a) For	the	fiscal	year	ended	June	30,	2019,	the	Company	recognized	approximately	$493	million	of	revenue	which	was	included	in	the	opening	deferred revenue	balance.

Contract	assets	were	immaterial	for	disclosure	as	of	June	30,	2019.

# Practical	expedients

The	Company	typically	expenses	sales	commissions	incurred	to	obtain	a	customer	contract	as	those	amounts	are	incurred	as	the	amortization	period	is	12 months	or	less.	These	costs	are	recorded	within	Selling,	general	and	administrative	in	the	Statements	of	Operations.	The	Company	also	applies	the	practical expedient	for	significant	financing	components	when	the	transfer	of	the	good	or	service	is	paid	within	12	months	or	less,	or	the	receipt	of	consideration	is received	within	12	months	or	less	of	the	transfer	of	the	good	or	service.

# Other	revenue	disclosures

During	the	fiscal	year	ended	June	30,	2019,	the	Company	recognized	approximately	$316	million	in	revenues	related	to	performance	obligations	that	were satisfied	or	partially	satisfied	in	a	prior	reporting	period.	The	remaining	transaction	price	related	to	unsatisfied	performance	obligations	as	of	June	30,	2019 was	approximately	$354	million,	of	which	approximately	$182	million	is	expected	to	be	recognized	during	fiscal	2020,	approximately	$129	million	is expected	to	be	recognized	in	fiscal	2021,	$35	million	is	expected	to	be	recognized	in	fiscal	2022,	$5	million	is	expected	to	be	recognized	in	fiscal	2023,	with the	remainder	to	be	recognized	thereafter.	These	amounts	do	not	include	(i)	contracts	with	an	expected	duration	of	one	year	or	less,	(ii)	contracts	for	which variable	consideration	is	determined	based	on	the	customer's	subsequent	sale	or	usage	and	(iii)	variable	consideration	allocated	to	performance	obligations accounted	for	under	the	series	guidance	that	meets	the	allocation	objective	under	ASC	606.

# NOTE	4.	ACQUISITIONS,	DISPOSALS	AND	OTHER	TRANSACTIONS

# Opcity

In	October	2018,	the	Company	acquired	Opcity,	a	market-leading	real	estate	technology	platform	that	matches	qualified	home	buyers	and	sellers	with	real estate	professionals	in	real	time.	The	total	transaction	value	was	approximately	$210	million,	consisting	of	approximately	$182	million	in	cash,	net	of $7	million	of	cash

acquired,	and	approximately	$28	million	in	deferred	payments	and	restricted	stock	unit	awards	for	Opcity's	founders	and	qualifying	employees,	which	is being	recognized	as	compensation	expense	over	the	three	years	following	the	closing.	Included	in	the	cash	amount	was	approximately	$20	million	that	is being	held	back	for	approximately	18	months	after	closing.	The	acquisition	broadens	realtor.com®'s	lead	generation	product	portfolio,	allowing	real	estate professionals	to	choose	between	traditional	lead	products	or	a	concierge-based	model	that	provides	highly	vetted,	transaction-ready	leads.	Opcity	is	a subsidiary	of	Move,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

Under	the	acquisition	method	of	accounting,	the	total	consideration	was	first	allocated	to	net	tangible	assets	and	identifiable	intangible	assets	based	upon their	fair	values	as	of	the	date	of	completion	of	the	acquisition.	As	a	result	of	the	acquisition,	the	Company	recorded	approximately	$73	million	of	assets,	of which	$49	million	primarily	related	to	the	Opcity	technology	and	data	platform	with	a	weighted	average	useful	life	of	12	years	and	$24	million	primarily related	to	intangible	assets	resulting	from	previously	acquired	leads	and	customer	relationships	with	a	weighted	average	useful	life	of	9	years.	In	accordance with	ASC	350	the	excess	of	the	total	consideration	over	the	fair	values	of	the	net	tangible	and	intangible	assets	of	approximately	$124	million	was	recorded as	goodwill	on	the	transaction.

# Hometrack	Australia	Pty	Ltd

In	June	2018,	REA	Group	acquired	Hometrack	Australia	Pty	Ltd	("Hometrack	Australia")	for	approximately	A$130	million	(approximately	$100	million)	in cash,	which	was	funded	with	a	mix	of	cash	on	hand	and	debt	of	A$70	million	(approximately	$53	million).	Hometrack	Australia	is	a	provider	of	property data	services	to	the	financial	sector	and	allows	REA	Group	to	deliver	more	property	data	and	insights	to	its	customers.	Under	the	acquisition	method	of accounting,	the	total	consideration	is	allocated	to	net	tangible	assets	and	identifiable	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	assets	and	identifiable	intangible	assets	acquired	was	recorded as	goodwill.	The	Company	recorded	approximately	$25	million	of	intangible	assets	consisting	of	technology,	primarily	associated	with	the	Hometrack.com website,	and	customer	relationships	which	have	useful	lives	of	8	years	and	15	years,	respectively.	The	Company	recorded	approximately	$74	million	of goodwill	on	the	transaction.	Hometrack	Australia	is	a	subsidiary	of	REA	Group	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

In	April	2018,	News	Corp	and	Telstra	combined	their	respective	50%	interests	in	Foxtel	Group	and	News	Corp's	100%	interest	in	FOX	SPORTS	Australia into	a	new	company.	Following	the	completion	of	the	Transaction,	News	Corp	owns	a	65%	interest	in	the	combined	business,	with	Telstra	owning	the remaining	35%.	Consequently,	the	Company	began	consolidating	Foxtel	in	the	fourth	quarter	of	fiscal	2018.	The	combination	allows	Foxtel	and	FOX SPORTS	Australia	to	leverage	their	media	platforms	and	content	to	improve	services	for	consumers	and	advertisers.	The	results	of	Foxtel	are	reported within	the	Subscription	Video	Services	segment,	and	Foxtel	is	considered	a	separate	reporting	unit	for	purposes	of	the	Company's	annual	goodwill impairment	review.

The	Transaction	was	accounted	for	in	accordance	with	ASC	805	"Business	Combinations"	("ASC	805")	which	requires	the	Company	to	re-measure	its previously	held	equity	interest	in	Foxtel	at	its	Transaction	completion	date	fair	value.	The	carrying	amount	of	the	Company's	previously	held	equity	interest in	Foxtel	was	equal	to	its	fair	value	as	of	the	Transaction	completion	date,	as	the	Company	wrote	its	investment	in	Foxtel	down	to	fair

value	during	the	third	quarter	of	fiscal	2018.	In	accordance	with	ASC	805,	as	the	Company	did	not	relinquish	control	of	its	investment	in	FOX	SPORTS Australia,	the	reduction	in	the	Company's	ownership	interest	to	65%	was	accounted	for	as	a	common	control	transaction	on	a	carryover	basis.	See	Note	6— Investments.

The	total	aggregate	purchase	price	associated	with	the	Transaction	at	the	completion	date	is	set	forth	below	(in	millions):

(a) Primarily	represents	the	fair	value	of	35%	of	FOX	SPORTS	Australia	exchanged	as	consideration	in	the	Transaction	and	has	been	included	in noncontrolling	interest.

(b) Primarily	represents	the	fair	value	of	35%	of	Foxtel,	which	includes	the	impact	of	certain	market	participant	synergies.

Under	the	acquisition	method	of	accounting,	the	aggregate	purchase	price,	based	on	a	valuation	of	100%	of	Foxtel,	was	allocated	to	net	tangible	and intangible	assets	based	upon	their	fair	value	as	of	the	date	of	completion	of	the	Transaction.	The	excess	of	the	aggregate	purchase	price	over	the	fair	value	of the	net	tangible	and	intangible	assets	acquired	was	recorded	as	goodwill.	The	allocation	is	as	follows	(in	millions):

As	a	result	of	the	Transaction,	the	Company	recorded	tangible	assets	of	approximately	$871	million,	excluding	long-term	borrowings,	primarily	consisting of	property,	plant	and	equipment	which	mainly	relate	to	digital	set	top	units	and	installations	and	technical	equipment,	as	well	as	accounts	receivable, inventory,	accounts	payable	and	accruals	at	their	estimated	fair	values	at	the	completion	date	of	the	Transaction.	The	Company	recorded	outstanding borrowings	of	approximately	$1.8	billion	as	a	result	of	the	Transaction.	See	Note	9—Borrowings.

In	addition,	the	Company	recorded	approximately	$0.9	billion	of	intangible	assets	of	which	$468	million	has	been	allocated	to	subscriber	relationships	with a	weighted-average	useful	life	of	10	years,	$270	million	has	been	allocated	to	the	tradenames	which	have	an	indefinite	life	and	approximately	$123	million has	been	allocated	to

advertiser	relationships	with	a	weighted-average	useful	life	of	15	years.	In	accordance	with	ASC	350,	the	excess	of	the	purchase	price	over	the	fair	values	of the	net	tangible	and	intangible	assets	of	approximately	$1.6	billion	was	recorded	as	goodwill	on	the	transaction.

As	a	result	of	the	Transaction,	the	Company	recognized	a	$337	million	loss	in	Other,	net,	primarily	related	to	the	Company's	settlement	of	its	pre-existing contractual	arrangement	between	Foxtel	and	FOX	SPORTS	Australia	which	resulted	in	a	$317	million	write-off	of	its	channel	distribution	agreement intangible	asset	at	the	time	of	the	Transaction.

# Smartline	Home	Loans	Pty	Limited

In	July	2017,	REA	Group	acquired	an	80.3%	interest	in	Smartline	Home	Loans	Pty	Limited	("Smartline")	for	approximately	A$70	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	recognized	a	liability	of	$12	million	in	the	three	months	ended	September	30,	2017	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	acquisition	provides	REA	Group's	financial	services	business	with	greater	scale	and capability.	Under	the	acquisition	method	of	accounting,	the	total	consideration	was	allocated	to	net	tangible	assets	and	identifiable	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	assets	and identifiable	intangible	assets	acquired	was	recorded	as	goodwill.	The	acquired	intangible	assets	of	approximately	$19	million	primarily	relate	to	customer relationships	which	have	a	useful	life	of	16	years.	The	Company	recorded	approximately	$49	million	of	goodwill	on	the	transaction.	Smartline	is	a subsidiary	of	REA	Group,	and	its	results	are	included	within	the	Digital	Real	Estate	Services	segment.

# 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.

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

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.

# 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.

In	addition	to	the	acquisitions	noted	above	and	the	investments	referenced	in	Note	6—Investments,	the	Company	used	$62	million	of	cash	for	additional acquisitions	during	fiscal	2017,	primarily	consisting	of	Australian	Regional	Media	("ARM").	ARM's	results	are	included	within	the	News	and	Information Services	segment.

# NOTE	5.	RESTRUCTURING	PROGRAMS

The	Company	recorded	restructuring	charges	of	$92	million,	$71	million	and	$142	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017, respectively,	of	which	$77	million,	$58	million	and	$133	million	related	to	the	News	and	Information	Services	segment,	respectively.	The	restructuring charges	recorded	in	fiscal	2019,	2018	and	2017	were	primarily	for	employee	termination	benefits.

Changes	in	the	restructuring	program	liabilities	were	as	follows:

|  | One-time |  |  |  |
| :--- | :--- | :--- | :--- | :--- |
|  | employee | Facility |  |  |
|  | termination | related | Other |  |
|  | benefits | costs | costs | Total |
|  |  | (in\tmillions) |  |  |
| Balance,\tJune\t30,\t2016 | $33 | $5 | $6 | $44 |
| Additions | 137 | — | 5 | 142 |
| Payments | (135) | (1) | (1) | (137) |
| Other | (2) | 2 | — | — |
| Balance,\tJune\t30,\t2017 | $33 | $6 | $10 | $49 |
| Additions | 69 | — | 2 | 71 |
| Payments | (73) | (2) | (1) | (76) |
| Other | — | (2) | — | (2) |
| Balance,\tJune\t30,\t2018 | $29 | $2 | $11 | $42 |
| Additions | 92 | — | — | 92 |
| Payments | (91) | — | (2) | (93) |
| Other | (2) | — | 1 | (1) |
| Balance,\tJune\t30,\t2019 | $28 | $2 | $10 | $40 |

As	of	June	30,	2019	and	June	30,	2018	restructuring	liabilities	of	approximately	$30	million	and	$31	million,	respectively,	were	included	in	the	Balance Sheet	in	Other	current	liabilities	and	$10	million	and	$11	million,	respectively,	were	included	in	Other	non-current	liabilities.

# NOTE	6.	INVESTMENTS

The	Company's	investments	were	comprised	of	the	following:

|  | 2019 | 2019 | 2018 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) | (in\tmillions) |
| Equity\tmethod\tinvestments(a) | various | $148 | $173 |
| Equity\tsecurities(b) | various | \t 187 | 220 |
| Total\tInvestments |  | $335 | $393 |

(a) Equity	method	investments	are	primarily	comprised	of	Foxtel's	investment	in	Nickelodeon	Australia	Joint	Venture	and	Elara	Technologies	Pte.	Ltd. ("Elara"),	which	operates	PropTiger.com,	Makaan.com	and	Housing.com.

(b) Equity	securities	are	primarily	comprised	of	certain	investments	in	China	and	the	Company's	investment	in	HT&E	Limited,	which	operates	a	portfolio of	Australian	radio	and	outdoor	media	assets.

The	Company	has	equity	securities	with	quoted	prices	in	active	markets	as	well	as	equity	securities	without	readily	determinable	fair	market	values.	Equity securities	without	readily	determinable	fair	market	values	are	valued	at	cost,	less	any	impairment,	plus	or	minus	changes	in	fair	value	resulting	from observable	price	changes

in	orderly	transactions	for	an	identical	or	similar	investment	of	the	same	issuer.	The	components	comprising	total	gains	and	losses	on	equity	securities	are	set forth	below:

|  | For	the	fiscal	year	ended	June	30,<br>2019 | 2018 |
| :--- | :--- | :--- |
|  | (in\tmillions) |  |
| Total\t(losses)\tgains\trecognized\ton\tequity\tsecurities | $(23) | $35 |
| Less:\tNet\t(losses)\tgains\trecognized\ton\tequity\tsecurities\tsold\tor\timpaired | — | 7 |
| Unrealized\t(losses)\tgains\trecognized\ton\tequity\tsecurities\theld\tat\tend\tof\tperiod | $(23) | $28 |

# Equity	Losses	of	Affiliates

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

|  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2019 | \t\t\t\t2018 | \t\t\t\t2017 |
|  |  | (in\tmillions) |  |
| Foxtel(a) | $— | $(974) | $(265) |
| Other\tequity\taffiliates,\tnet(b) | (17) | (32) | (30) |
| Total\tEquity\tlosses\tof\taffiliates | $(17) | $(1,006) | $(295) |

(a) Following	completion	of	the	Transaction	in	April	2018,	News	Corp	ceased	accounting	for	Foxtel	as	an	equity	method	investment	and	began consolidating	its	results	in	the	fourth	quarter	of	fiscal	2018.	See	Note	4—Acquisitions,	Disposals	and	Other	Transactions.

During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	a	$957	million	non-cash	write-down	of	the	carrying	value	of	its	investment	in	Foxtel. In	the	third	quarter	of	fiscal	2018,	the	Company	assessed	the	long-term	prospects	for	Foxtel,	on	both	a	stand-alone	and	combined	basis.	As	a	result	of lower-than-expected	revenues	from	certain	products	and	broadcast	subscribers	at	Foxtel,	the	Company	revised	its	outlook	for	Foxtel,	which	resulted in	a	reduction	in	expected	future	cash	flows.	Based	on	the	revised	projections,	the	Company	concluded	that	the	fair	value	of	its	investment	in	Foxtel declined	below	its	carrying	value.	The	assumptions	utilized	in	the	income	approach	valuation	method	were	a	discount	rate	of	10.25%	and	a	long-term growth	rate	of	2.0%.	The	write-down	was	reflected	in	Equity	losses	of	affiliates	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2018.

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.	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	in	the	second	quarter	of	fiscal	2017,	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	carrying	value, which	included	the	gain	recognized	in	connection	with	the	acquisition	of	Consolidated	Media	Holdings	Ltd.	("CMH").	The	assumptions	utilized	in	the income	approach	valuation	method	were	a	discount	rate	of	9.0%	and	a	long-term	growth	rate	of	2.5%.	The	assumptions	utilized	in	the	market approach	valuation	methods	were	EBITDA	multiples	from	guideline	public	companies	operating	in	similar	industries	and	a	control	premium	of	10%. The	write-down	is	reflected	in	Equity	(losses)	earnings	of	affiliates	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2017.

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.

Additionally,	in	accordance	with	ASC	350,	the	Company	amortized	$49	million	and	$68	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,	2018	and 2017,	respectively.	Such	amortization	was	reflected	in	Equity	losses	of	affiliates	in	the	Statements	of	Operations.

(b) Other	equity	affiliates,	net	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017	include	losses	primarily	from	the	Company's	interest	in	Elara. Additionally,	during	the	fiscal	years	ended	June	30,	2018	and	2017,	the	Company	recognized	non-cash	write-downs	of	$13	million	and	$9	million, respectively,	on	certain	other	equity	method	investments.	The	write-downs	are	reflected	in	Equity	losses	of	affiliates	in	the	Statements	of	Operations for	the	fiscal	years	ended	June	30,	2018	and	2017.

# Impairments	of	Equity	Securities

Prior	to	the	adoption	of	ASU	2016-01	during	the	first	quarter	of	fiscal	2019,	the	Company	regularly	reviewed	its	investments	in	equity	securities	for impairments	based	on	criteria	that	included	the	extent	to	which	the	investment's	carrying	value	exceeded	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	in	the	fiscal	years	ended	June	30,	2018	and	2017	of	$33	million	and	$21	million, respectively	which	were	reclassified	out	of	Accumulated	other	comprehensive	income	and	included	in	Other,	net.	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.	As	a	result	of	the	adoption	of	ASU	2016-01,	the	Company	has	included	the	impact	from	the	remeasurement	of	its investments	in	equity	securities	in	Other,	net	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2019.

# Summarized	Financial	Information

Summarized	financial	information	for	Foxtel	for	periods	through	April	2,	2018,	presented	in	accordance	with	U.S.	GAAP,	was	as	follows:

|  | months	ended<br>March	31,<br>2018 | For	the	fiscal	year<br>ended	June	30,<br>2017 |
| :--- | :--- | :--- |
|  |  | (in\tmillions) |
| Revenues | $1,818 | $2,411 |
| Operating\tincome(a) | 155 | 353 |
| Net\tincome | 64 | 59 |

(a) Includes	Depreciation	and	amortization	of	$187	million	for	the	period	ended	April	2,	2018	and	$215	million	for	the	fiscal	year	ended	June	30,	2017. Operating	income	before	depreciation	and	amortization	was	$342	million	for	the	period	ended	April	2,	2018	and	$568	million	for	the	fiscal	year	ended June	30,	2017.

# NOTE	7.	PROPERTY,	PLANT	AND	EQUIPMENT

|  | Useful | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- | :--- |
|  | Lives | 2019 | 2018 |
|  |  | (in\tmillions) |  |
| Land |  | $146 | $150 |
| Buildings\tand\tleaseholds | \t3\tto\t50\tyears | 1,729 | 1,742 |
| Digital\tset\ttop\tunits\tand\tinstallations | \t3\tto\t10\tyears | 911 | 744 |
| Machinery\tand\tequipment(a) | \t2\tto\t20\tyears | 3,123 | 3,131 |
|  |  | 5,909 | 5,767 |
| Less:\taccumulated\tdepreciation\tand\tamortization(b) |  | (3,524) | (3,352) |
|  |  | 2,385 | 2,415 |
| Construction\tin\tprogress |  | 169 | 145 |
| Total\tProperty,\tplant\tand\tequipment,\tnet |  | $2,554 | $2,560 |

(b) Includes	accumulated	amortization	of	capitalized	software	of	approximately	$818	million	and	$734	million	as	of	June	30,	2019	and	2018, respectively.

Depreciation	and	amortization	related	to	property,	plant	and	equipment	was	$533	million,	$372	million	and	$358	million	for	the	fiscal	years	ended	June	30, 2019,	2018	and	2017,	respectively.	This	includes	amortization	of	capitalized	software	of	$218	million,	$175	million	and	$168	million	for	the	fiscal	years ended	June	30,	2019,	2018	and	2017,	respectively.

Total	operating	lease	expense	was	approximately	$195	million,	$183	million	and	$156	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017, respectively.

# Fixed	Asset	Impairments

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.

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.

# 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,	2019	and	June	30,	2018 were	as	follows:

| Trademarks	and	tradenames | $383 | $441 |
| :--- | :--- | :--- |
| Newspaper\tmastheads | 296 | 298 |
| Distribution\tnetworks | 308 | 308 |
| Imprints | 231 | 239 |
| Radio\tbroadcast\tlicenses | 140 | 188 |
| Total\tintangible\tassets\tnot\tsubject\tto\tamortization | 1,358 | 1,474 |
| Intangible\tAssets\tSubject\tto\tAmortization |  |  |
| Publishing\trights(a) | 275 | 299 |
| Customer\trelationships(b) | 746 | 849 |
| Other(c) | 47 | 49 |
| Total\tintangible\tassets\tsubject\tto\tamortization,\tnet | 1,068 | 1,197 |
| Total\tIntangible\tassets,\tnet | $2,426 | $2,671 |

(a) Net	of	accumulated	amortization	of	$235	million	and	$213	million	as	of	June	30,	2019	and	2018,	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	$528	million	and	$447	million	as	of	June	30,	2019	and	2018,	respectively.	The	useful	lives	of	customer relationships	range	from	3	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	$98	million	and	$87	million	as	of	June	30,	2019	and	2018,	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.

The	Company	recognized	impairment	charges	of	$47	million,	$50	million	and	$58	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017, respectively,	related	to	indefinite-lived	intangible	assets.

Amortization	expense	related	to	amortizable	intangible	assets	was	$126	million,	$100	million	and	$91	million	for	the	fiscal	years	ended	June	30,	2019,	2018 and	2017,	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: 2020—$112	million;	2021—$105	million;	2022—$101	million;	2023—$94	million;	and	2024—$89	million.

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

|  | News	and |  |  | Digital	Real |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Information\nServices | Subscription\nVideo\tServices | Book\nPublishing | Estate\nServices | Total\nGoodwill |
|  |  |  | (in\tmillions) |  |  |
| Balance,\tJune\t30,\t2017 | $1,884 | $500 | $271 | $1,183 | $3,838 |
| Acquisitions(a) | 2 | 1,574 | — | 123 | 1,699 |
| Impairments(b) | (158) | (41) | — | (19) | (218) |
| Foreign\tcurrency\tmovements | 2 | (73) | (4) | (26) | (101) |
| Balance,\tJune\t30,\t2018 | $1,730 | $1,960 | $267 | $1,261 | $5,218 |
| Acquisitions(c) | 29 | — | — | 125 | 154 |
| Impairments | (49) | — | — | — | (49) |
| Dispositions | (16) | — | — | — | (16) |
| Foreign\tcurrency\tmovements | (7) | (116) | (1) | (36) | (160) |
| Balance,\tJune\t30,\t2019 | $1,687 | $1,844 | $266 | $1,350 | $5,147 |

(a) Primarily	relates	to	the	Transaction	in	the	Subscription	Video	Services	segment	and	the	acquisition	of	Smartline	and	Hometrack	in	the	Digital	Real Estate	Services	segment.

(b) In	the	News	and	Information	Services	segment,	the	write-down	of	goodwill	primarily	relates	to	the	News	America	Marketing	reporting	unit,	and	in	the Subscription	Video	Services	segment	the	write-down	primarily	relates	to	the	FOX	SPORTS	Australia	reporting	unit.	In	the	Digital	Real	Estate Services	segment,	the	write-down	of	goodwill	relates	to	the	Company's	DIAKRIT	reporting	unit.

(c) In	the	News	and	Information	Services	segment,	the	increase	in	goodwill	primarily	relates	to	acquisitions	made	by	the	News	Australia	reporting	unit and	in	the	Digital	Real	Estate	Services	segment,	the	increase	in	goodwill	primarily	relates	to	the	acquisition	of	Opcity.

The	carrying	amount	of	goodwill	as	of	June	30,	2019	reflected	accumulated	impairments,	principally	relating	to	the	News	and	Information	Services segment,	of	$3.7	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	occur	or	circumstances	change	that	would	more	likely	than	not	reduce	the	fair	values	below	their	carrying	amounts.	See	Note	2—Summary of	Significant	Accounting	Policies.

The	performance	of	the	Company's	annual	impairment	analysis	resulted	in	$87	million	of	impairments	to	goodwill	and	indefinite-lived	intangible	assets	in fiscal	2019,	primarily	related	to	goodwill	at	a	reporting	unit	within	the	News	and	Information	Services	segment.	Significant	unobservable	inputs	utilized	in the	income	approach	valuation	method	were	discount	rates	(ranging	from	9.0%	to	25.0%),	long-term	growth	rates	(ranging	from	0.0%	to	3.0%)	and	royalty rates	(ranging	from	0.5%-6.0%).	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	5%-10%).	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	resulted	in	impairments	of	$43	million	of	goodwill	and	indefinite-lived	intangible	assets	in fiscal	2018.	Significant	unobservable	inputs	utilized	in	the	income	approach	valuation	method	were	discount	rates	(ranging	from	8.5%-25.0%),	long-term growth	rates	(ranging	from	(1.0)%-3.0%)	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	a	control	premium	of	10%.	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.

During	the	third	quarter	of	fiscal	2018,	due	to	the	impact	of	adverse	trends	on	the	future	expected	performance	of	the	business,	the	Company	revised	its future	outlook	with	respect	to	the	News	America	Marketing	reporting	unit	which	resulted	in	a	reduction	in	expected	future	cash	flows.	As	a	result,	the Company	determined	that	the	fair	value	of	this	reporting	unit	declined	below	its	carrying	value	and	recorded	a	$165	million	impairment	of	goodwill	and indefinite-lived	intangible	assets.	For	this	reporting	unit	and	intangible	asset,	significant	unobservable	inputs	utilized	in	the	income	approach	valuation method	were	discount	rates	(ranging	from	12.5%-14%),	long-term	growth	rates	(ranging	from	(1.9)%-0.9%)	and	a	royalty	rate	of	2.5%.

Additionally,	during	the	third	quarter	of	fiscal	2018,	as	part	of	the	Company's	long	range	planning	process	and	in	preparation	for	the	Transaction,	the Company	assessed	the	long-term	prospects	for	Foxtel	and	FOX	SPORTS	Australia.	As	a	result	of	lower-than-expected	revenues	at	Foxtel,	the	Company revised	its	future	outlook	for	the	FOX	SPORTS	Australia	reporting	unit,	whose	revenues	are	heavily	predicated	on	Foxtel	subscribers.	Based	on	the	revised projections,	the	Company	determined	that	the	fair	value	of	the	reporting	unit	was	less	than	its	carrying	value	and	recorded	a	$41	million	impairment	of goodwill	in	the	fiscal	year	ended	June	30,	2018.	For	the	impaired	reporting	unit,	significant	unobservable	inputs	utilized	in	the	income	approach	valuation method	were	a	discount	rate	of	9.5%	and	a	long-term	growth	rate	of	2.0%.	See	Note	6—Investments.

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.

# NOTE	9.	BORROWINGS

The	Company's	total	borrowings	consist	of	the	following:

|  | Interest	rate	at | Due	date	at | As	of | As	of |
| :--- | :--- | :--- | :--- | :--- |
|  | June\t30, | June\t30, | June\t30, | June\t30, |
|  | 2019 | 2019 | 2019 | 2018 |
|  |  |  | (in\tmillions) |  |
| Foxtel\tGroup |  |  |  |  |
| Credit\tfacility\t2013(a)(b) | — | \t Apr\t7,\t2019 | $— | $222 |
| Credit\tfacility\t2014—tranche\t1(a)(b) | — | \tMay\t30,\t2019 | — | 148 |
| Credit\tfacility\t2014—tranche\t2(a) | 3.07% | Jan\t31,\t2020 | 56 | 148 |
| Credit\tfacility\t2015(a) | 3.32% | Jul\t31,\t2020 | 281 | 296 |
| Credit\tfacility\t2016(a)(c) | 3.81% | \tSept\t11,\t2021 | 193 | 108 |
| Working\tcapital\tfacility\t2017(a)(c) | 3.47% | Jul\t3,\t2020 | 56 | 59 |
| US\tprivate\tplacement\t2009—tranche\t3 | 6.20% | \tSept\t24,\t2019 | 75 | 75 |
| US\tprivate\tplacement\t2012—USD |  |  |  |  |
| portion—tranche\t1(d) | 3.68% | Jul\t25,\t2019 | 150 | 150 |
| US\tprivate\tplacement\t2012—USD |  |  |  |  |
| portion—tranche\t2(d) | 4.27% | Jul\t25,\t2022 | 199 | 196 |
| US\tprivate\tplacement\t2012—USD |  |  |  |  |
| portion—tranche\t3(d) | 4.42% | Jul\t25,\t2024 | 149 | 146 |
| US\tprivate\tplacement\t2012—AUD\tportion | 7.04% | Jul\t25,\t2022 | 77 | 83 |
| REA\tGroup |  |  |  |  |
| Credit\tfacility\t2016—tranche\t2(e)(f) | — | \tDec\t31,\t2018 | — | 89 |
| Credit\tfacility\t2016—tranche\t3(e)(f) | 2.97% | \tDec\t31,\t2019 | 168 | 178 |
| Credit\tfacility\t2018(e)(f) | 2.73% | \tApr\t27,\t2021 | 49 | 54 |
| Total\tborrowings |  |  | 1,453 | 1,952 |
| Less:\tcurrent\tportion(g) |  |  | (449) | (462) |
| Long-term\tborrowings |  |  | $ 1,004 | $ 1,490 |

(a) Borrowings	under	these	facilities	bear	interest	at	a	floating	rate	of	Australian	BBSY	plus	an	applicable	margin	of	between	1.20%	and	2.70%	per annum	payable	quarterly.

(b) During	the	fiscal	year	ended	June	30,	2019,	the	Foxtel	Debt	Group	repaid	its	A$300	million	(approximately	$216	million)	facility	maturing	in	April 2019	and	its	A$200	million	(approximately	$139	million)	facility	maturing	in	May	2019	using	A$500	million	of	shareholder	loans	provided	by	the Company.

(c) As	of	June	30,	2019,	the	Foxtel	Debt	Group	has	undrawn	commitments	of	$181	million	under	these	facilities	for	which	it	pays	a	commitment	fee	in the	range	of	40%	and	45%	of	the	applicable	margin.

(d) The	carrying	values	of	the	borrowings	include	any	fair	value	adjustments	related	to	the	Company's	fair	value	hedges.	See	Note	11—Financial Instruments	and	Fair	Value	Measurements.

(e) Borrowings	under	these	facilities	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,	2019,	REA	Group	was	paying	a	margin	of	between	0.85%	and	1.05%.

(f) During	the	fiscal	year	ended	June	30,	2019,	REA	Group	repaid	$87	million	(A$120	million)	for	its	unsecured	loan	facility	due	December	2018.	REA Group	had	remaining	borrowings	of	$217	million,	of	which	approximately	$168	million	(A$240	million)	will	mature	in	fiscal	2020.

(g) The	Company	classifies	the	current	portion	of	long	term	debt	as	non-current	liabilities	on	the	Balance	Sheets	when	it	has	the	intent	and	ability	to refinance	the	obligation	on	a	long-term	basis,	in	accordance	with	ASC	470-50	"Debt."

# Foxtel	Group	Borrowings

As	of	June	30,	2019,	the	Company's	borrowings	reflect	$1.24	billion	of	outstanding	debt	incurred	by	certain	subsidiaries	of	Foxtel	(together	with	Foxtel,	the "Foxtel	Debt	Group")	that	the	Company	consolidated	upon	completion	of	the	Transaction.	The	Foxtel	Debt	Group	indebtedness	includes	U.S.	private placement	senior	unsecured	notes	and	drawn	amounts	under	its	revolving	credit	facilities,	with	maturities	ranging	from	fiscal	2020	to	2025.	In	accordance with	ASC	805,	these	debt	instruments	were	recorded	at	fair	value	as	of	the	Transaction	completion	date.

During	fiscal	2019,	the	Foxtel	Debt	Group	had	repayments	of	$1.03	billion,	including	the	repayment	of	its	A$300	million	(approximately	$216	million) facility	maturing	in	April	2019	and	the	repayment	of	its	A$200	million	(approximately	$139	million)	facility	maturing	in	May	2019,	and	borrowings	of $681	million.	The	repayments	of	the	A$300	million	facility	maturing	in	April	2019	and	the	A$200	million	facility	maturing	in	May	2019	were	repaid	using A$500	million	of	shareholder	loans	provided	by	the	Company.	The	shareholder	loans	bear	interest	at	a	variable	rate	of	Australian	BBSY	plus	an	applicable margin	ranging	from	6.30%	to	7.75%.	The	shareholder	loans	mature	in	December	2027.

# Covenants,	Collateral	and	Unamortized	borrowing	costs

The	Foxtel	Debt	Group's	external	borrowings	(revolving	credit	facilities	and	U.S.	private	placement	senior	unsecured	notes)	require	the	Foxtel	Debt	Group to	comply	with	specified	financial	and	non-financial	covenants	calculated	in	accordance	with	Australian	International	Financial	Reporting	Standards. Subject	to	certain	exceptions,	these	covenants	restrict	or	prohibit	members	of	the	Foxtel	Debt	Group	from,	among	other	things,	undertaking	certain transactions,	disposing	of	properties	or	assets	(including	subsidiary	stock),	merging	or	consolidating	with	any	other	person,	making	financial accommodation	available,	giving	guarantees,	entering	into	certain	other	financing	arrangements,	creating	or	permitting	certain	liens,	engaging	in	transactions with	affiliates,	making	repayments	of	other	loans	and	undergoing	fundamental	business	changes.	The	financial	covenants	require	the	Foxtel	Debt	Group	to maintain	a	total	debt	to	Earnings	Before	Interest,	Tax,	Depreciation	and	Amortization	("EBITDA")	ratio	of	not	more	than	3.75	to	1.0	and	an	interest coverage	ratio	of	no	less	than	3.50	to	1.0.	The	Foxtel	Debt	Group's	external	borrowings	are	only	guaranteed	by	certain	members	of	the	Foxtel	Debt	Group. The	Foxtel	Debt	Group	was	in	compliance	with	these	covenants	as	of	June	30,	2019.	There	were	no	assets	pledged	as	collateral	for	any	of	the	borrowings.

# REA	Group	Facilities

During	fiscal	2019,	REA	Group	repaid	approximately	$87	million	(A$120	million)	for	the	second	tranche	of	its	A$480	million	unsecured	revolving	loan facility,	which	matured	in	December	2018.	REA	Group	had	remaining	borrowings	of	$217	million,	of	which	approximately	$168	million	(A$240	million) will	mature	in	December	2019.

The	facilities	require	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,	2019,	REA	Group	was	in	compliance	with	all	of	the	applicable	debt	covenants.

# Revolving	Credit	Facility

The	Company's	Credit	Agreement	(as	amended,	the	"Credit	Agreement")	provides	for	an	unsecured	$650	million	revolving	credit	facility	(the	"Facility") that	can	be	used	for	general	corporate	purposes.	The	Facility	has	a	sublimit	of	$100	million	available	for	issuances	of	letters	of	credit.	Under	the	Credit Agreement,	the	Company	may	request	increases	in	the	amount	of	the	Facility	up	to	a	maximum	amount	of	$900	million.	The	lenders'	commitments	under the	Credit	Agreement	terminate	on	October	23,	2020	provided	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.	As	of	June	30,	2019,	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,	2019,	the	Company	was	paying	a	commitment	fee	of	0.25%	on	any	undrawn	balance	and	an applicable	margin	of	0.75%	for	a	Base	Rate	borrowing	and	1.75%	for	a	Eurodollar	Rate	borrowing.

As	of	the	date	of	this	filing,	the	Company	has	not	borrowed	any	funds	under	the	Facility.

# Future	maturities

The	following	table	summarizes	the	Company's	debt	maturities	as	of	June	30,	2019:

# 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	paid	dividends	at	a	rate	of	9.5%	per	annum,	payable	quarterly,	in	arrears.	The	preferred stock	was	callable	by	the	Company	at	any	time	after	the	fifth	year	and	puttable	at	the	option	of	the	holder	after	10	years.	In	July	2018,	the	Company exercised	its	call	option	and	redeemed	100%	of	the	outstanding	redeemable	preferred	stock.

# NOTE	11.	FINANCIAL	INSTRUMENTS	AND	FAIR	VALUE	MEASUREMENTS

In	accordance	with	ASC	820,	fair	value	measurements	are	required	to	be	disclosed	using	a	three-tiered	fair	value	hierarchy	which	distinguishes	market participant	assumptions	into	the	following	categories:

•	 Level	1—Quoted	prices	in	active	markets	for	identical	assets	or	liabilities.

•	 Level	2—Observable	inputs	other	than	quoted	prices	included	in	Level	1.	The	Company	could	value	assets	and	liabilities	included	in	this	level using	dealer	and	broker	quotations,	certain	pricing	models,	bid	prices,	quoted	prices	for	similar	assets	and	liabilities	in	active	markets	or	other inputs	that	are	observable	or	can	be	corroborated	by	observable	market	data.

•	 Level	3—Unobservable	inputs	that	are	supported	by	little	or	no	market	activity	and	that	are	significant	to	the	fair	value	of	the	assets	or liabilities.	For	the	Company,	this	primarily	includes	the	use	of	forecasted	financial	information	and	other	valuation	related	assumptions	such as	discount	rates	and	long	term	growth	rates	in	the	income	approach	as	well	as	the	market	approach	which	utilizes	certain	market	and transaction	multiples.

Under	ASC	820,	certain	assets	and	liabilities	are	required	to	be	remeasured	to	fair	value	at	the	end	of	each	reporting	period.	The	following	table	summarizes those	assets	and	liabilities	measured	at	fair	value	on	a	recurring	basis:

|  |  | June	30,	2019 | June	30,	2019 |  |  | June	30,	2018 | June	30,	2018 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Level\t1 | Level\t2 | Level\t3 | Total | Level\t1 | Level\t2 | Level\t3 | Total |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |
| Assets: |  |  |  |  |  |  |  |  |
| Foreign\tcurrency\tderivatives—cash\tflow\thedges | $\t\t— | $1 | $— | $1 | $\t\t— | $3 | $\t\t— | $3 |
| Cross-currency\tinterest\trate\tderivatives—fair\tvalue\thedges | — | 29 | — | 29 | — | 29 | — | 29 |
| Cross-currency\tinterest\trate\tderivatives—economic\thedges | — | 12 | — | 12 | — | 10 | — | 10 |
| Cross-currency\tinterest\trate\tderivatives—cash\tflow\thedges | — | 116 | — | \t 116 | — | 76 | — | 76 |
| Equity\tsecurities(a) | 74 | — | 113 | \t 187 | 93 | — | — | 93 |
| Total\tassets | $74 | $158 | $113 | $345 | $93 | $118 | $— | $211 |
| Liabilities: |  |  |  |  |  |  |  |  |
| Interest\trate\tderivatives—cash\tflow\thedges | $— | $20 | $— | $20 | $— | $20 | $— | $20 |
| Mandatorily\tredeemable\tnoncontrolling\tinterests | — | — | 11 | 11 | — | — | 12 | 12 |
| Cross-currency\tinterest\trate\tderivatives—cash\tflow\thedges | — | 18 | — | 18 | — | 12 | — | 12 |
| Total\tliabilities | $— | $38 | $11 | $49 | $— | $32 | $12 | $44 |

# (a) See	Note	6—Investments.

There	have	been	no	transfers	between	levels	of	the	fair	value	hierarchy	during	the	periods	presented.

# Equity	securities

The	fair	values	of	equity	securities	with	quoted	prices	in	active	markets	are	determined	based	on	the	closing	price	at	the	end	of	each	reporting	period.	These securities	are	classified	as	Level	1	in	the	fair	value	hierarchy	outlined	above.	The	fair	values	of	equity	securities	without	readily	determinable	fair	market values	are	determined	based	on	cost,	less	any	impairment,	plus	or	minus	changes	in	fair	value	resulting	from	observable	price	changes	in	orderly	transactions for	an	identical	or	similar	investment	of	the	same	issuer.	These	securities	are	classified	as	Level	3	in	the	fair	value	hierarchy	outlined	above.

A	rollforward	of	the	Company's	equity	securities	classified	as	Level	3	is	as	follows:

(a) Includes	impact	from	the	adoption	of	ASU	2016-01.	See	Note	1—Description	of	Business	and	Basis	of	Presentation.

# Mandatorily	redeemable	noncontrolling	interests

The	Company	has	liabilities	recorded	in	its	Balance	Sheets	for	its	mandatorily	redeemable	noncontrolling	interests.	These	liabilities	represent	management's best	estimate	of	the	amounts	expected	to	be	paid	in	accordance	with	the	contractual	terms	of	the	underlying	acquisition	agreements.	The	fair	values	of	these liabilities	are	based	on	the	contractual	payout	formulas	included	in	the	acquisition	agreements	taking	into	account	the	expected	performance	of	the	business. Any	remeasurements	or	accretion	related	to	the	Company's	mandatorily	redeemable	noncontrolling	interests	are	recorded	through	Interest	(expense) income,	net	in	the	Statements	of	Operations.	As	the	fair	value	does	not	rely	on	observable	market	inputs,	the	Company	classifies	these	liabilities	as	Level	3 in	the	fair	value	hierarchy.

A	rollforward	of	the	Company's	mandatorily	redeemable	noncontrolling	interest	liabilities	classified	as	Level	3	is	as	follows:

|  | 2019 |  | 2018 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Balance—beginning\tof\tyear | $12 |  | $79 |
| Additions | — |  | 12 |
| Payments | — |  | (81) |
| Measurement\tadjustments | (4) |  | — |
| Accretion | 4 |  | 3 |
| Foreign\texchange\tmovements | (1) |  | (1) |
| Balance—end\tof\tyear | $11 |  | $12 |

# Derivative	Instruments

The	Company	is	directly	and	indirectly	affected	by	risks	associated	with	changes	in	certain	market	conditions.	When	deemed	appropriate,	the	Company	uses derivative	instruments	to	mitigate	the	potential	impact	of	these	market	risks.	The	primary	market	risks	managed	by	the	Company	through	the	use	of derivative	instruments	include:

•interest	rate	risk:	arising	from	fixed	and	floating	rate	Foxtel	Debt	Group	borrowings.

The	Company	formally	designates	qualifying	derivatives	as	hedge	relationships	("hedges")	and	applies	hedge	accounting	when	considered	appropriate.	For economic	hedges	where	no	hedge	relationship	has	been	designated,	changes	in	fair	value	are	included	as	a	component	of	net	income	in	each	reporting	period within	Other,	net	in	the	Statements	of	Operations.	The	Company	does	not	use	derivative	financial	instruments	for	trading	or	speculative	purposes.

Hedges	are	classified	as	current	or	non-current	in	the	Consolidated	Balance	Sheets	based	on	their	maturity	dates.	Refer	to	the	table	below	for	further	details:

|  | Balance	Sheet	Location | Fair	value	as	of	June	30,<br>2019 | 2018 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Foreign\tcurrency\tderivatives—cash\tflow\thedges | Other\tcurrent\tassets | $1 | $3 |
| Cross-currency\tinterest\trate\tderivatives—fair\tvalue\thedges | Other\tcurrent\tassets | 8 | — |
| Cross-currency\tinterest\trate\tderivatives—economic\thedges | Other\tcurrent\tassets | 12 | — |
| Cross-currency\tinterest\trate\tderivatives—cash\tflow\thedges | Other\tcurrent\tassets | 33 | — |
| Cross-currency\tinterest\trate\tderivatives—fair\tvalue\thedges | Other\tnon-current\tassets | 21 | 29 |
| Cross-currency\tinterest\trate\tderivatives—cash\tflow\thedges | Other\tnon-current\tassets | 83 | 76 |
| Cross-currency\tinterest\trate\tderivatives—economic\thedges | Other\tnon-current\tassets | — | 10 |
| Interest\trate\tderivatives—cash\tflow\thedges | Other\tcurrent\tliabilities | (2) | — |
| Interest\trate\tderivatives—cash\tflow\thedges | \tOther\tnon-current\tliabilities | (18) | (20) |
| Cross-currency\tinterest\trate\tderivatives—cash\tflow\thedges | \tOther\tnon-current\tliabilities | (18) | (12) |

The	Company	utilizes	a	combination	of	foreign	currency	derivatives,	interest	rate	derivatives	and	cross-currency	interest	rate	derivatives	to	mitigate currency	exchange	and	interest	rate	risk	in	relation	to	future	interest	payments	and	payments	for	license	fees.

The	total	notional	value	of	foreign	exchange	contract	derivatives	designated	for	hedging	was	$9	million	as	of	June	30,	2019.	The	maximum	hedge	term	over which	the	Company	is	hedging	exposure	to	foreign	currency

fluctuations	is	to	July	2019.	As	of	June	30,	2019,	the	Company	estimates	that	approximately	$1	million	of	net	derivative	gains	related	to	its	foreign	currency contract	derivative	cash	flow	hedges	included	in	Accumulated	other	comprehensive	loss	will	be	reclassified	into	the	Statement	of	Operations	within	the	next 12	months.

The	total	notional	value	of	interest	rate	swap	derivatives	designated	as	cash	flow	hedges	was	approximately	A$700	million	as	of	June	30,	2019.	The maximum	hedged	term	over	which	the	Company	is	hedging	exposure	to	variability	in	interest	payments	is	to	September	2022.	As	of	June	30,	2019,	the Company	estimates	that	approximately	$5	million	of	net	derivative	gains	related	to	its	interest	rate	swap	derivative	cash	flow	hedges	included	in Accumulated	other	comprehensive	loss	will	be	reclassified	into	the	Statement	of	Operations	within	the	next	12	months.

The	total	notional	value	of	cross-currency	interest	rate	swaps	that	were	designated	as	cash	flow	hedges	was	approximately	A$400	million	as	of	June	30, 2019.	The	maximum	hedged	term	over	which	the	Company	is	hedging	exposure	to	variability	in	interest	payments	is	to	July	2024.	As	of	June	30,	2019,	the Company	estimates	that	approximately	$2	million	of	net	derivative	gains	related	to	its	cross-currency	interest	rate	swap	derivative	cash	flow	hedges	included in	Accumulated	other	comprehensive	loss	will	be	reclassified	into	the	Statement	of	Operations	within	the	next	12	months.

The	following	table	presents	the	impact	that	changes	in	the	fair	values	of	derivatives	designated	as	cash	flow	hedges	had	on	Accumulated	other comprehensive	loss	and	the	Statement	of	Operations	during	the	fiscal	years	ended	June	30,	2019	and	2018.	The	Company	did	not	have	any	such	hedges	in fiscal	2017.

|  | Gain	(loss)	recognized	in |  | (Gain)	loss	reclassified	from |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Accumulated\tOther |  | Accumulated\tOther |  |  |
|  | Comprehensive |  | Comprehensive |  |  |
|  | Loss\tfor\tthe\tFiscal |  | Loss\tfor\tthe\tFiscal |  | Income\tstatement |
|  | year\tended\tJune\t30, |  | year\tended\tJune\t30, |  | location |
|  | \t\t\t\t2019 | \t\t\t\t2018 | \t\t\t\t2019 | \t\t\t\t2018 |  |
|  |  | (in\tmillions) |  |  |  |
| Derivative\tinstruments\tdesignated\tas\tcash |  |  |  |  |  |
| flow\thedges: |  |  |  |  |  |
| Foreign\tcurrency\tderivatives—cash\tflow |  |  |  |  |  |
| hedges | $2 | $3 | $(3) | $1 | Operating\texpenses |
| Cross-currency\tinterest\trate\tderivatives— |  |  |  |  |  |
| cash\tflow\thedges | 9 | 8 | (4) | (9) | Interest\t(expense)\tincome,\tnet |
| Interest\trate\tderivatives—cash\tflow\thedges | (9) | — | 8 | 1 | Interest\t(expense)\tincome,\tnet |
| Total | $2 | $11 | $1 | $(7) |  |

During	fiscal	2019	and	2018,	the	amount	recognized	in	the	Statements	of	Operations	for	the	ineffective	portion	of	derivative	instruments	designated	as	cash flow	hedges	was	approximately	$4	million	and	nil,	respectively,	and	the	Company	did	not	exclude	any	component	of	the	changes	in	fair	value	of	the derivative	instruments	from	the	assessment	of	hedge	effectiveness.

The	Company's	primary	interest	rate	risk	arises	from	its	borrowings	acquired	as	a	part	of	the	Transaction.	Borrowings	issued	at	fixed	rates	and	in	U.S. dollars	expose	Foxtel	to	fair	value	interest	rate	risk	and	currency

exchange	rate	risk.	The	Company	manages	fair	value	interest	rate	risk	and	currency	exchange	rate	risk	through	the	use	of	cross-currency	interest	rate	swaps under	which	the	Company	exchanges	fixed	interest	payments	equivalent	to	the	interest	payments	on	the	U.S.	dollar	denominated	debt	for	floating	rate Australian	dollar	denominated	interest	payments.	The	changes	in	fair	value	of	derivatives	designated	as	fair	value	hedges	and	the	offsetting	changes	in	fair value	of	the	hedged	items	are	recognized	in	Other,	net.	As	of	June	30,	2019,	such	adjustments	increased	the	carrying	value	of	borrowings	by	approximately $4	million.

The	total	notional	value	of	the	fair	value	hedges	was	approximately	A$100	million	as	of	June	30,	2019.	The	maximum	hedged	term	over	which	the	Company is	hedging	exposure	to	variability	in	interest	payments	is	to	July	2024.

During	fiscal	2019	and	2018,	the	amount	recognized	in	the	Statement	of	Operations	on	derivative	instruments	designated	as	fair	value	hedges	related	to	the ineffective	portion	was	nil	and	the	Company	did	not	exclude	any	component	of	the	changes	in	fair	value	of	the	derivative	instruments	from	the	assessment of	hedge	effectiveness.

# Economic	(non-designated)	hedges

In	addition	to	derivative	instruments	that	are	designated	and	qualify	for	hedge	accounting,	the	Company	also	uses	certain	derivatives	not	designated	as accounting	hedges	to	mitigate	foreign	currency	and	interest	rate	risk.	These	are	referred	to	as	economic	hedges.	The	changes	in	fair	value	of	economic hedges	are	immediately	recognized	into	the	Statement	of	Operations.	The	total	notional	value	of	cross-currency	interest	rate	derivatives	classified	as economic	hedges	was	$75	million	as	of	June	30,	2019,	which	relate	to	the	U.S.	private	placement	2009	debt.

# Nonrecurring	Fair	Value	Measurements

In	addition	to	assets	and	liabilities	that	are	remeasured	at	fair	value	on	a	recurring	basis,	the	Company	has	certain	assets,	primarily	goodwill,	intangible assets,	equity	method	investments	and	property,	plant	and	equipment,	that	are	not	required	to	be	remeasured	to	fair	value	at	the	end	of	each	reporting	period. On	an	ongoing	basis,	the	Company	monitors	whether	events	occur	or	circumstances	change	that	would	more	likely	than	not	reduce	the	fair	values	of	these assets	below	their	carrying	amounts.	If	the	Company	determines	that	these	assets	are	impaired,	the	Company	would	write	down	these	assets	to	fair	value. These	nonrecurring	fair	value	measurements	are	considered	to	be	Level	3	in	the	fair	value	hierarchy.

During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	a	$957	million	non-cash	write-down	of	the	carrying	value	of	its	investment	in	Foxtel	from $1,588	million	to	$631	million.	In	the	second	quarter	of	fiscal	2018,	the	Company	recognized	non-cash	write-downs	of	certain	equity	method	investments	of approximately	$13	million.	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	from	$1,432	million	to	$1,205	million.	See	Note	6—Investments.

During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	non-cash	impairment	charges	of	$120	million	and	$45	million	to	goodwill	and	intangible assets,	respectively,	at	the	News	America	Marketing	reporting	unit.	The	carrying	value	of	goodwill	decreased	from	$301	million	to	$181	million	and	the carrying	value	of	intangible	assets	decreased	from	$391	million	to	$346	million.	See	Note	8—Goodwill	and	Other	Intangible	Assets.

During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	a	$41	million	non-cash	impairment	charge	to	goodwill	at	the	FOX	SPORTS	Australia reporting	unit.	The	carrying	value	of	goodwill	decreased	from	$490	million	to	$449	million.	See	Note	8—Goodwill	and	Other	Intangible	Assets.

During	the	fourth	quarter	of	fiscal	2017,	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	carrying	value	of	fixed	assets	decreased	from	$731	million	to	$371	million.	See	Note	7—Property,	Plant	and Equipment.

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	News	Corp	Australia.	The	carrying	value	of	fixed	assets	decreased	from	$667	million	to	$375	million	and	the	carrying	value	of the	intangible	assets	decreased	from	$48	million	to	$30	million.	See	Note	7—Property,	Plant	and	Equipment.

# Other	Fair	Value	Measurements

As	of	June	30,	2019,	the	carrying	value	of	the	Company's	outstanding	borrowings	approximates	the	fair	value.	The	U.S.	private	placement	borrowings	are classified	as	Level	2	and	the	remaining	borrowings	are	classified	as	Level	3	in	the	fair	value	hierarchy.

# NOTE	12.	STOCKHOLDERS'	EQUITY

# Authorized	Capital	Stock

# Common	Stock	and	Preferred	Stock

Shares	Outstanding—As	of	June	30,	2019,	the	Company	had	approximately	386	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,	2019,	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.	No	stock repurchases	were	made	during	the	fiscal	years	ended	June	30,	2019,	2018	and	2017.	Through	August	5,	2019,	the	Company	cumulatively	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	5,	2019	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.

# Stockholder	Rights	Agreement

During	fiscal	2018,	the	Board	of	Directors	adopted	the	third	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	the	earlier	of	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)	of	15%	or	more	of	the	outstanding	shares	of	the	Company's	Class	B	Common	Stock	or	launch	of	a	tender	offer	to	do	so. 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 more	than	50%	of	the	Company	or	its	assets,	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,	2018;	(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,	2021,	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.	The	description	of	the	rights	agreement	is	qualified	in	its	entirety	by	reference	to	the	rights	agreement, including	the	form	of	the	Certificate	of	Designations	attached	as	an	exhibit	thereto.

# NOTE	13.	EQUITY-BASED	COMPENSATION

Employees	of	the	Company	are	eligible	to	participate	in	the	News	Corporation	2013	Long-Term	Incentive	Plan	(the	"2013	LTIP"),	which	provides	for equity-based	compensation	including	stock	options,	performance	stock	units	("PSUs"),	restricted	stock	units	("RSUs")	and	other	types	of	awards.	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.

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, | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2019 | \t\t\t\t2018 | \t\t\t\t2017 |
|  |  | (in\tmillions) |  |
| Total\tequity\tcompensation\texpense | $\t\t\t\t73 | $\t\t\t\t76 | $\t\t\t\t38 |
| Total\tintrinsic\tvalue\tof\tstock\toptions\texercised | $1 | $1 | $2 |

As	of	June	30,	2019,	total	compensation	cost	not	yet	recognized	for	all	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	$16	million,	$9	million	and	$17	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	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

PSUs	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.	The	fair	value	of	PSUs	is	determined	on	the	date	of	grant	and expensed	using	a	straight-line	method	over	the	applicable	vesting	period.	The	expense	is	adjusted	to	reflect	the	number	of	shares	expected	to	vest	based	on management's	determination	of	the	probable	achievement	of	the	pre-established	performance	metrics.	The	Company	records	a	cumulative	adjustment	in periods	in	which	its	estimate	of	the	number	of	shares	expected	to	vest	changes.	Additionally,	the	Company	ultimately	adjusts	the	expense	recognized	to reflect	the	actual	vested	shares	following	the	final	determination	of	the	achievement	of	the	performance	conditions.	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.	Commencing	with	awards	granted in	fiscal	2017,	each	PSU	is	entitled	to	receive	dividend	equivalents	for	each	regular	cash	dividend	on	the	Class	A	Common	Stock	paid	by	the	Company during	the	award	period,	subject	to	the	same	terms	and	conditions	as	apply	to	the	underlying	award.

In	the	first	quarter	of	fiscal	2017,	certain	participants	in	the	plan	received	grants	of	PSUs	which	have	a	three-year	performance	measurement	period.	The number	of	shares	that	will	be	issued	upon	vesting	of	these	PSUs	can	range	from	0%	to	200%	of	the	target	award,	subject	to	three-year	performance conditions	consisting	of	pre-defined	targets	based	on	the	Company's	cumulative	earnings	per	share,	cumulative	free	cash	flow	and	three-year	total shareholder	return	("TSR")	relative	to	that	of	the	companies	that	comprise	the	Standard	and	Poor's	500	Index.	The	fair	value	of	the	TSR	market	condition	is determined	using	a	Monte	Carlo	simulation	model.

In	the	first	quarter	of	fiscal	2019	and	2018,	certain	participants	in	the	plan	received	grants	of	PSUs	which	have	a	three-year	performance	measurement period.	The	number	of	shares	that	will	be	issued	upon	vesting	of	these	PSUs	can	range	from	0%	to	200%	of	the	target	award,	subject	to	three-year performance	conditions	consisting	of	a	combination	of	cumulative	business-unit-specific	revenue,	EBITDA	(as	defined	in	Note	9—Borrowings)	and	free cash	flow	or	the	Company's	cumulative	earnings	per	share,	cumulative	free	cash	flow	and	three-year	TSR	relative	to	that	of	the	companies	that	comprise	the Standard	and	Poor's	1500	Media	Index.	In	addition,	certain	participants	other	than	named	executive	officers	of	the	Company	also	received	grants	of	PSUs which	have	a	one-year	performance	measurement	period.	The	number	of	shares	that	will	be	issued	upon	vesting	of	these	PSUs	can	range	from	0%	to	200% of	the	target	award,	subject	to	one-year	performance	conditions	consisting	of	a	combination	of	business-unit-specific	revenue	and	free	cash	flow	or	Company earnings	per	share	and	free	cash	flow.

For	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	the	Company	granted	approximately	6.0	million,	4.4	million	and	5.5	million	PSUs,	respectively,	at target	to	the	Company's	employees,	of	which	approximately	4.3	million,	3.2	million	and	4.1	million	PSUs,	respectively,	will	be	settled	in	Class	A	Common Stock,	with	the	remaining	PSUs,	which	are	granted	to	executive	directors	and	to	employees	in	certain	foreign	locations,	being	settled	in	cash,	assuming performance	conditions	are	met.

For	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	approximately	4.2	million,	1.6	million	and	2.8	million	PSUs	respectively,	vested,	of	which approximately	1.1	million,	0.5	million	and	1.0	million	PSUs,	respectively,

were	settled	in	cash	for	approximately	$15.4	million,	$6.6	million	and	$13.1	million,	respectively,	before	statutory	tax	withholdings.

# 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	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	2019,	2018	and	2017,	certain	employees	of	the	Company	received	grants	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,	2019,	2018	and	2017, 1.1	million,	0.3	million	and	0.4	million	RSUs,	respectively,	were	granted	to	the	Company's	employees.	These	RSUs	have	graded	vesting	primarily	over	two to	four	years.

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

|  | Fiscal	2019<br>Number<br>of<br>shares | Weighted<br>average<br>grant-<br>date	fair<br>value | Fiscal	2018<br>Number<br>of<br>shares | Weighted<br>average<br>grant-<br>date	fair<br>value | Fiscal	2017<br>Number<br>of<br>shares | Weighted<br>average<br>grant-<br>date	fair<br>value |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| PSUs\tand\tRSUs |  |  |  |  |  |  |
| Unvested\tunits\tat\tbeginning\tof\tthe\tyear | 9,341 | $14.54 | 8,652 | $15.57 | 7,773 | $17.34 |
| Granted(a) | 5,445 | 12.98 | 3,510 | 13.47 | 4,502 | 14.69 |
| Vested(b) | \t(3,534) | 14.72 | \t(1,467) | 16.70 | \t(2,387) | 18.38 |
| Cancelled(c) | (972) | 14.02 | \t(1,354) | 16.04 | \t(1,236) | 17.08 |
| Unvested\tunits\tat\tthe\tend\tof\tthe\tyear(d) | \t10,280 | $13.70 | 9,341 | $14.54 | 8,652 | $15.57 |

(a) For	fiscal	2019,	includes	3.8	million	target	PSUs	and	1.1	million	RSUs	granted	and	a	payout	adjustment	of	0.5	million	PSUs	due	to	the	actual performance	level	achieved	for	PSUs	granted	in	fiscal	2018	that	vested	during	fiscal	2019.

For	fiscal	2018,	includes	3.2	million	target	PSUs	and	0.3	million	RSUs	granted.

(b) The	fair	value	of	PSUs	and	RSUs	held	by	the	Company's	employees	that	vested	during	the	fiscal	years	ended	June	30,	2019,	2018	and	2017	was $52	million,	$25	million	and	$44	million,	respectively.

(c) For	fiscal	2019,	includes	0.6	million	of	target	PSUs	and	0.1	million	RSUs	cancelled	and	a	payout	adjustment	of	0.3	million	PSUs	due	to	the	actual performance	level	achieved	for	PSUs	granted	in	fiscal	2016	that	vested	during	fiscal	2019.

For	fiscal	2018,	includes	0.6	million	of	target	PSUs	and	0.1	million	RSUs	cancelled	and	a	payout	adjustment	of	0.7	million	PSUs	due	to	the	actual performance	level	achieved	for	PSUs	granted	in	fiscal	2015	that	vested	during	fiscal	2018.

(d) The	intrinsic	value	of	these	unvested	RSUs	and	target	PSUs	was	approximately	$139	million	as	of	June	30,	2019.

# Stock	Options

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

|  | Fiscal	2019 | Fiscal	2019 | Fiscal	2018 | Fiscal	2018 | Fiscal	2017 | Fiscal	2017 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Weighted |  | Weighted | Weighted | Weighted |
|  |  | average |  | average | average | average |
|  |  | exercise |  | exercise | exercise | exercise |
|  | Options | price | Options | price | Options | price |
| Outstanding\tat\tthe\tbeginning\tof\tthe\tyear | 473 | $7.61 | 666 | $7.74 | 1,238 | $9.03 |
| Exercised | (136) | 6.58 | (189) | 8.04 | (354) | 7.78 |
| Cancelled | (2) | 5.90 | (4) | 9.04 | (218) | 15.00 |
| Outstanding\tat\tthe\tend\tof\tthe\tyear(a) | 335 | $8.04 | 473 | $7.61 | 666 | $7.74 |
| Exercisable\tat\tthe\tend\tof\tthe\tyear(b) | 335 |  | 470 |  | 585 |  |

(a) The	intrinsic	value	of	options	outstanding	held	by	the	Company's	employees	as	of	June	30,	2019,	2018	and	2017	was	$1.9	million,	$3.7	million	and $4.0	million,	respectively.	The	weighted	average	remaining	contractual	life	of	options	outstanding	as	of	June	30,	2019	was	3.34	years.

(b) The	weighted	average	remaining	contractual	life	of	options	exercisable	as	of	June	30,	2019	was	3.34	years.

# NOTE	14.	EARNINGS	(LOSS)	PER	SHARE

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

|  | For	the	fiscal	years	ended	June	30, | For	the	fiscal	years	ended	June	30, |  |
| :--- | :--- | :--- | :--- |
|  | \t\t\t\t2019 | \t\t\t\t2018 | \t\t\t\t2017 |
|  | (in\tmillions,\texcept\tper\tshare\tamounts) | (in\tmillions,\texcept\tper\tshare\tamounts) |  |
| Net\tincome\t(loss) | $228 | $(1,444) | $(643) |
| Less:\tNet\tincome\tattributable\tto\tnoncontrolling\tinterests | (73) | (70) | (95) |
| Less:\tRedeemable\tpreferred\tstock\tdividends(a) | — | (2) | (2) |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders | $155 | $(1,516) | $(740) |
| Weighted-average\tnumber\tof\tshares\tof\tcommon\tstock\toutstanding—basic | 584.7 | 582.7 | 581.4 |
| Dilutive\teffect\tof\tequity\tawards(b) | 3.2 | — | — |
| Weighted-average\tnumber\tof\tshares\tof\tcommon\tstock\toutstanding—diluted | 587.9 | 582.7 | 581.4 |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic | $0.27 | $(2.60) | $(1.27) |
| Net\tincome\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—diluted | $0.26 | $(2.60) | $(1.27) |

(a) Refer	to	Note	10—Redeemable	Preferred	Stock.

(b) The	dilutive	impact	of	the	Company's	PSUs,	RSUs	and	stock	options	has	been	excluded	from	the	calculation	of	diluted	loss	per	share	for	the	fiscal years	ended	June	30,	2018	and	2017	because	their	inclusion	would	have	an	antidilutive	effect	on	the	net	loss	per	share.

# NOTE	15.	RELATED	PARTY	TRANSACTIONS

# Related	Party	Transactions

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

(a) Related	party	revenue,	net	of	expenses,	includes	nine	months	of	affiliate	fees	earned	by	FOX	SPORTS	Australia	from	Foxtel	in	fiscal	2018.	The Company	began	consolidating	the	results	of	Foxtel	in	the	fourth	quarter	of	fiscal	2018	as	a	result	of	the	Transaction.

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

| Accounts	receivable	from	related	parties | $8 | $32 |
| :--- | :--- | :--- |
| Accounts\tpayable\tto\trelated\tparties | 4 | 17 |

# NOTE	16.	COMMITMENTS	AND	CONTINGENCIES

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,	2019:

|  |  | Less	than	1 |  |  | More	than	5 |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Total | year | 1-3\tyears | 3-5\tyears | years |
|  |  |  | (in\tmillions) |  |  |
| Purchase\tobligations(a) | $1,012 | $461 | $362 | $138 | $51 |
| Sports\tprogramming\trights(b) | \t 1,793 | 501 | 912 | 380 | — |
| Programming\tcosts(c) | 378 | 141 | 183 | 54 | — |
| Operating\tleases(d) |  |  |  |  |  |
| Transmission\tcosts(e) | 408 | 63 | 121 | 115 | 109 |
| Land\tand\tbuildings | \t 1,499 | 172 | 289 | 248 | 790 |
| Plant\tand\tmachinery | 12 | 5 | 6 | 1 | — |
| Borrowings(f) | \t 1,449 | 450 | 579 | 270 | 150 |
| Interest\tpayments\ton\tborrowings(g) | 111 | 45 | 51 | 15 | — |
| Total\tcommitments\tand\tcontractual\tobligations | $6,662 | $1,838 | $2,503 | $1,221 | $1,100 |

(d) The	Company	leases	office	facilities,	warehouse	facilities,	printing	plants,	satellite	services	and	equipment.	These	leases,	which	are	classified	as operating	leases,	are	expected	to	be	paid	at	certain	dates	through	fiscal	2021.	This	amount	includes	approximately	$45	million	of	office	facilities	that have	been	subleased	from	Fox	Corporation	("FOX").

(f) See	Note	9—Borrowings.

(g) Reflects	the	Company's	expected	future	interest	payments	on	borrowings	outstanding	and	interest	rates	applicable	at	June	30,	2019.	Such	rates	are subject	to	change	in	future	periods.	See	Note	9—Borrowings.

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.

# In-Store	Marketing	and	FSI	Purchasers

On	February	29,	2016,	the	parties	agreed	to	settle	the	litigation	in	the	N.Y.	District	Court	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	the	NAM	Group.	Pursuant	to	the	terms	of	the	settlement,	the	NAM	Group	paid	the	settlement	amount	of approximately	$250	million	during	the	quarter	ended	September	30,	2016,	and	the	litigation	was	subsequently	dismissed	with	prejudice.

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	are	settled	on	an	after-tax	basis.	In	March 2019,	as	part	of	the	separation	of	FOX	from	21st	Century	Fox,	the	Company,	News	Corp	Holdings	UK	&

Ireland,	21st	Century	Fox	and	FOX	entered	into	a	Partial	Assignment	and	Assumption	Agreement,	pursuant	to	which,	among	other	things,	21st	Century	Fox assigned,	conveyed	and	transferred	to	FOX	all	of	its	indemnification	obligations	with	respect	to	the	U.K.	Newspaper	Matters.

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,	or	as	settlements	or	litigations	occur.

# NOTE	17.	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	net	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	2019,	2018	and	2017.

# 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	$159	million	and	$120	million	at	June	30,	2019	and	2018,	respectively.	The	Company	recognized	these	amounts	in	the	Balance	Sheets	at June	30,	2019	and	2018	as	follows:

|  | Domestic |  | Foreign |  | benefits |  | Total |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |
| Other\tnon-current\tassets | $ — | $ — | $117 | $135 | $—\t $— | $—\t $— | $117 | $135 |
| Other\tcurrent\tliabilities | \t — | \t — | (2) | (1) | (8) | (9) | (10) | (10) |
| Retirement\tbenefit\tobligations | (87) | (74) | (78) | (74) | (101) | (97) | (266) | (245) |
| Net\tamount\trecognized | $(87) | $(74) | $37 | $60 | $(109) | $(106) | $(159) | $(120) |

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:

|  | Domestic | Domestic | Foreign | Foreign | Benefits | Benefits | Total | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | As\tof\tJune\t30, |  |  |  |  |
|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
|  |  |  |  | (in\tmillions) |  |  |  |  |
| Projected\tbenefit\tobligation,\tbeginning\tof\tthe\tyear | $334 | $368 | $1,040 | $1,216 | $106 | $117 | $1,480 | $1,701 |
| Service\tcost | — | — | 2 | 6 | — | — | 2 | 6 |
| Interest\tcost | 13 | 12 | 25 | 29 | 4 | 3 | 42 | 44 |
| Benefits\tpaid | (22) | (27) | (41) | (45) | (8) | (8) | (71) | (80) |
| Settlements(a) | — | — | (23) | (29) | — | — | (23) | (29) |
| Actuarial\tloss/(gain)(b) | 25 | (19) | 52 | (151) | 8 | (6) | 85 | (176) |
| Foreign\texchange\trate\tchanges | — | — | (39) | 14 | (1) | — | (40) | 14 |
| Amendments,\ttransfers\tand\tother | — | — | 9 | — | — | — | 9 | — |
| Projected\tbenefit\tobligation,\tend\tof\tthe\tyear | \t 350 | \t 334 | \t 1,025 | \t 1,040 | 109 | 106 | \t 1,484 | \t 1,480 |
| Change\tin\tthe\tfair\tvalue\tof\tplan\tassets\tfor\tthe\tCompany's\tbenefit\tplans: |  |  |  |  |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets,\tbeginning\tof\tthe\tyear | \t 260 | \t 277 | \t 1,100 | \t 1,112 | — | — | \t 1,360 | \t 1,389 |
| Actual\treturn\ton\tplan\tassets | 21 | 9 | 56 | 26 | — | — | 77 | 35 |
| Employer\tcontributions | 4 | 1 | 12 | 28 | — | — | 16 | 29 |
| Benefits\tpaid | (22) | (27) | (41) | (45) | — | — | (63) | (72) |
| Settlements(a) | — | — | (23) | (29) | — | — | (23) | (29) |
| Foreign\texchange\trate\tchanges | — | — | (42) | 8 | — | — | (42) | 8 |
| Fair\tvalue\tof\tplan\tassets,\tend\tof\tthe\tyear | \t 263 | \t 260 | \t 1,062 | \t 1,100 | — | — | \t 1,325 | \t 1,360 |
| Funded\tstatus | $ (87) | $ (74) | $37 | $60 | $(109) | $(106) | $(159) | $(120) |

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

(b) Fiscal	2019	actuarial	losses	related	to	domestic	and	foreign	pension	plans	primarily	relates	to	the	decrease	in	discount	rates	used	in	measuring	plan obligations	as	of	June	30,	2019.	Fiscal	2018	actuarial	gains	related	to	domestic	and	foreign	pension	plans	primarily	relates	to	the	increase	in	discount rates	for	the	U.S.	and	U.K.	plans	used	in	measuring	plan	obligations	as	of	June	30,	2018.

Amounts	recognized	in	Accumulated	other	comprehensive	loss	consist	of:

|  | Domestic | Domestic | Foreign | Foreign | Benefits | Benefits | Total | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  | As\tof\tJune\t30, | As\tof\tJune\t30, |  |  |  |
|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
|  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |
| Actuarial\tlosses\t(gains) | $142 | $126 | $333 | $316 | $1 | $(7) | $476 | $435 |
| Prior\tservice\tcost\t(benefit) | — | — | 9 | — | (25) | (28) | (16) | (28) |
| Net\tamounts\trecognized | $142 | $126 | $342 | $316 | $(24) | $(35) | $460 | $407 |

Accumulated	pension	benefit	obligations	as	of	June	30,	2019	and	2018	were	$1,365	million	and	$1,364	million,	respectively.	Below	is	information	about funded	and	unfunded	pension	plans.

|  |  | Domestic	Pension	Benefits | Domestic	Pension	Benefits | Domestic	Pension	Benefits |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Funded\tPlans | Funded\tPlans | Unfunded\tPlans | Unfunded\tPlans | Total | Total |
|  |  |  | As\tof\tJune\t30, | As\tof\tJune\t30, |  |  |
|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $335 | $320 | $15 | $14 | $350 | $334 |
| Accumulated\tbenefit\tobligation | \t 335 | \t 320 | 15 | 14 | \t 350 | \t 334 |
| Fair\tvalue\tof\tplan\tassets | \t 263 | \t 260 | — | — | \t 263 | \t 260 |

|  |  |  | Foreign	Pension	Benefits | Foreign	Pension	Benefits |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Funded\tPlans | Funded\tPlans | Unfunded\tPlans | Unfunded\tPlans | Total | Total |
|  |  |  | As\tof\tJune\t30, | As\tof\tJune\t30, |  |  |
|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $955 | $971 | $70 | $69 | $1,025 | $1,040 |
| Accumulated\tbenefit\tobligation | 945 | 961 | 70 | 69 | \t 1,015 | \t 1,030 |
| Fair\tvalue\tof\tplan\tassets | \t 1,062 | \t 1,100 | — | — | \t 1,062 | \t 1,100 |

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.

|  | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  | (in\tmillions) | (in\tmillions) |  |  |
| Projected\tbenefit\tobligation | $253 | $235 | $70 | $69 | $323 | $304 |
| Accumulated\tbenefit\tobligation | \t 253 | \t 235 | 70 | 69 | \t 323 | \t 304 |
| Fair\tvalue\tof\tplan\tassets | \t 244 | \t 229 | — | — | \t 244 | \t 229 |

# Summary	of	Net	Periodic	Benefit	Costs

The	Company	recorded	($2)	million,	$3	million	and	$1	million	in	net	periodic	benefit	(income)	costs	in	the	Statements	of	Operations	for	the	fiscal	years ended	June	30,	2019,	2018	and	2017,	respectively.	The	Company	utilizes	the	full	yield-curve	approach	to	estimate	the	service	and	interest	cost	components of	net	periodic	benefit	(income)	costs	for	its	pension	and	other	postretirement	benefit	plans.

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 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  |  |  |  | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, | For\tthe\tfiscal\tyears\tended\tJune\t30, |  |  |  |  |
|  | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 |
|  |  |  |  |  |  | (in\tmillions) | (in\tmillions) |  |  |  |  |  |
| Service\tcost\tbenefits\tearned\tduring\tthe\tperiod | $ — | $ — | $ — | $2 | $6 | $9 | $\t\t— | $\t\t— | $\t\t— | $2 | $6 | $9 |
| Interest\tcosts\ton\tprojected\tbenefit\tobligations | 13 | 12 | 12 | 25 | 29 | 29 | 4 | 3 | 3 | 42 | 44 | 44 |
| Expected\treturn\ton\tplan\tassets | (15) | (18) | (18) | (46) | (53) | (57) | — | — | — | (61) | (71) | (75) |
| Amortization\tof\tdeferred\tlosses | 4 | 5 | 5 | 10 | 18 | 16 | — | — | — | 14 | 23 | 21 |
| Amortization\tof\tprior\tservice\tcosts | \t — | \t — | \t — | \t — | \t — | \t — | (3) | (3) | (4) | (3) | (3) | (4) |
| Settlements,\tcurtailments\tand\tother | \t — | \t — | 3 | 4 | 4 | 3 | — | — | — | 4 | 4 | 6 |
| Net\tperiodic\tbenefit\t(income)\tcosts\t–\tTotal | $2 | $(1) | $2 | $(5) | $4 | $ — | $1 | $ — | $(1) | $(2) | $3 | $1 |

|  | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Additional\tinformation: |  |  |  |  |  |  |  |  |  |
| Weighted-average\tassumptions\tused\tto\tdetermine\tbenefit\tobligations |  |  |  |  |  |  |  |  |  |
| Discount\trate | 3.6% | 4.2% | 3.8% | 2.3% | 2.8% | 2.7% | 3.3% | 4.0% | 3.5% |
| Rate\tof\tincrease\tin\tfuture\tcompensation | N/A | N/A | N/A | 3.4% | 3.1% | 2.8% | N/A | N/A | N/A |
| Weighted-average\tassumptions\tused\tto\tdetermine\tnet\tperiodic\tbenefit |  |  |  |  |  |  |  |  |  |
| cost |  |  |  |  |  |  |  |  |  |
| Discount\trate\tfor\tPBO | 4.2% | 3.8% | 3.8% | 2.8% | 2.7% | 2.9% | 4.0% | 3.5% | 3.4% |
| Discount\trate\tfor\tService\tCost | 4.3% | 4.0% | 4.1% | 3.7% | 3.8% | 3.1% | 4.3% | 3.9% | 3.7% |
| Discount\trate\tfor\tInterest\ton\tPBO | 3.9% | 3.3% | 3.0% | 2.5% | 2.4% | 2.5% | 3.6% | 2.9% | 2.6% |
| Discount\trate\tfor\tInterest\ton\tService\tCost | 4.3% | 3.8% | 3.8% | 3.3% | 3.4% | 2.9% | 4.1% | 3.5% | 3.2% |
| Expected\treturn\ton\tplan\tassets | 6.0% | 6.5% | 6.5% | 4.4% | 4.7% | 5.5% | N/A | N/A | N/A |
| Rate\tof\tincrease\tin\tfuture\tcompensation | N/A | N/A | N/A | 3.1% | 2.8% | 2.7% | N/A | N/A | N/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\t2019 | Fiscal\t2018 |
| Health\tcare\tcost\ttrend\trate | 6.4% | 6.8% |
| Rate\tto\twhich\tthe\tcost\ttrend\trate\tis\tassumed\tto\tdecline\t(the\tultimate\ttrend\trate) | 4.7% | 4.6% |
| Year\tthat\tthe\trate\treaches\tthe\tultimate\ttrend\trate | 2027 | 2027 |

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 | Expected	Benefit	Payments |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Pension\tBenefits |  | Postretirement |  |
|  | Domestic | Foreign | Benefits | Total |
|  |  | (in\tmillions) |  |  |
| Fiscal\tyear: |  |  |  |  |
| 2020 | $27 | $56 | $9 | $92 |
| 2021 | 21 | 44 | 9 | 74 |
| 2022 | 21 | 46 | 9 | 76 |
| 2023 | 21 | 47 | 9 | 77 |
| 2024 | 21 | 47 | 8 | 76 |
| 2025-2029 | 103 | 239 | 35 | \t 377 |

# 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,	2019	and	2018:

|  |  | Fiscal	2019 | Fiscal	2019 | Fiscal	2019 | Fiscal	2019 |  | Fiscal	2018 | Fiscal	2018 | Fiscal	2018 | Fiscal	2018 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Fair\tValue\tMeasurements\tat | Fair\tValue\tMeasurements\tat | Fair\tValue\tMeasurements\tat |  |  | Fair\tValue\tMeasurements\tat | Fair\tValue\tMeasurements\tat | Fair\tValue\tMeasurements\tat |  |
|  |  |  | Reporting\tDate\tUsing | Reporting\tDate\tUsing |  |  |  | Reporting\tDate\tUsing | Reporting\tDate\tUsing |  |
|  | Total | Level\t1 | Level\t2 | Level\t3 | NAV | Total | Level\t1 | Level\t2 | Level\t3 | NAV |
|  |  |  |  |  | (in\tmillions) |  |  |  |  |  |
| Assets |  |  |  |  |  |  |  |  |  |  |
| Pooled\tfunds:(a) |  |  |  |  |  |  |  |  |  |  |
| Domestic\tequity\tfunds | $73 | $\t\t—\t\t\t $\t\t—\t\t\t $\t\t— | $\t\t—\t\t\t $\t\t—\t\t\t $\t\t— | $\t\t—\t\t\t $\t\t—\t\t\t $\t\t— | $73 | $73 | $\t\t—\t\t\t $—\t\t\t $\t\t— | $\t\t—\t\t\t $—\t\t\t $\t\t— | $\t\t—\t\t\t $—\t\t\t $\t\t— | $73 |
| International\tequity\tfunds | 201 | — | — | — | 201 | 206 | — | — | — | 206 |
| Domestic\tfixed\tincome\tfunds | 147 | — | — | — | 147 | 142 | — | — | — | 142 |
| International\tfixed\tincome\tfunds | 704 | — | — | — | 704 | 679 | — | — | — | 679 |
| Balanced\tfunds | 146 | — | 89 | — | 57 | 186 | — | 107 | — | 79 |
| Other | 54 | 45 | — | 9 | — | 74 | 64 | — | 10 | — |
| Total | $1,325 | $45 | $89 | $9 | $1,182 | $1,360 | $64 | $107 | $10 | $1,179 |

(a) 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.

The	table	below	sets	forth	a	summary	of	changes	in	the	fair	value	of	investments	reflected	as	Level	3	assets	as	of	June	30,	2019	and	2018:

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	23%	equity	securities,	68%	fixed	income securities	and	9%	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:

|  | 2019 | 2018 |
| :--- | :--- | :--- |
| Asset\tCategory: |  |  |
| Equity\tsecurities | 22% | 23% |
| Debt\tsecurities | 68% | 65% |
| Cash\tand\tother | 10% | 12% |
| Total | \t 100% | 100% |

Required	pension	plan	contributions	for	the	next	fiscal	year	are	expected	to	be	approximately	$20	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	18.	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,	2019,	2018	and 2017	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	$145	million,	$145	million	and	$137	million	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	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,	2019	and	2018	were	$45	million	and	$41	million,	respectively,	and the	majority	of	these	plans	are	closed	to	new	employees.

# NOTE	19.	INCOME	TAXES

Income	taxes	are	recognized	for	the	amount	of	taxes	payable	for	the	current	year	and	for	the	impact	of	deferred	tax	assets	and	liabilities,	which	represent future	tax	consequences	of	events	that	have	been	recognized	differently	in	the	financial	statements	than	for	tax	purposes.	Deferred	tax	assets	and	liabilities are	established	using	the	enacted	statutory	tax	rates	and	are	adjusted	for	any	changes	in	such	rates	in	the	period	of	change.

On	December	22,	2017,	the	U.S.	government	enacted	comprehensive	tax	legislation	commonly	referred	to	as	the	Tax	Cuts	and	Jobs	Act	(the	"Tax	Act").	The Tax	Act	included	significant	changes	to	the	U.S.	corporate	income	tax	system	including,	among	other	things,	lowering	the	U.S.	statutory	federal	tax	rate	to 21%.	The	reduction	of	the	U.S.	corporate	tax	rate	caused	the	Company	to	adjust	its	U.S.	deferred	tax	assets	and	liabilities	to	the	lower	federal	rate	of	21%	in the	fiscal	year	ended	June	30,	2018.	The	Tax	Act	also	added	many	new	provisions,	including	a	one-time	repatriation	tax	on	deemed	repatriation	of	historical earnings	of	foreign	subsidiaries	("transition	tax"),	changes	to	bonus	depreciation,	limits	on	deductions	for	executive	compensation	and	interest	expense,	a	tax on	global	intangible	low-taxed	income	("GILTI"),	the	base	erosion	anti-abuse	tax	("BEAT")	and	a	deduction	for	foreign-derived	intangible	income.	The Company	has	elected	to	account	for	the	tax	on	GILTI	and	BEAT	as	a	period	cost	and	thus	has	not	adjusted	any	net	deferred	tax	assets	of	its	foreign subsidiaries	for	the	new	tax.	However,	the	Company	has	considered	the	potential	impact	of	GILTI	and	BEAT	on	its	U.S.	federal	net	operating	loss	("NOL") carryforward	and	determined	that	the	projected	tax	benefit	to	be	received	from	its	NOL	carryforward	may	be	reduced	due	to	these	provisions.

The	changes	included	in	the	Tax	Act	are	broad	and	complex.	The	SEC	issued	Staff	Accounting	Bulletin	No.	118	(SAB	118),	as	amended	by	ASU	2018-05, which	provides	guidance	for	companies	related	to	the	Tax	Act.	ASU	2018-05	allows	for	a	measurement	period	of	up	to	one	year	after	the	enactment	date	of the	Tax	Act	to	finalize	the	recording	of	the	related	tax	impacts.	The	Company's	accounting	for	the	tax	effects	of	the	Tax	Act	were	completed	in	the	second quarter	of	fiscal	2019.	Although	the	Company	believes	the	effects	of	the	Tax	Act	have	been	appropriately	recorded,	it	will	continue	to	monitor,	among	other things,	changes	in	interpretations	of	the	Tax	Act,	any	legislative	action	arising	because	of	the	Tax	Act	and	any	changes	in	accounting	standards	for	income taxes	or	related	interpretations	in	response	to	the	Tax	Act.	The	Company	intends	to	assess	the	impact	of	any	such	changes	in	legislative	interpretations	or standards	and	adjust	its	provision	as	new	information	becomes	available.

In	accordance	with	SAB	118,	the	Company	has	made	reasonable	estimates	related	to	(1)	the	remeasurement	of	its	U.S.	deferred	tax	balances	for	the reduction	in	the	statutory	tax	rate,	(2)	the	liability	for	the	transition	tax	and	(3)	the	partial	valuation	allowance	recorded	against	its	federal	NOL	carryforward due	to	the	impact	of	the	GILTI

and	BEAT	provisions.	As	a	result,	the	Company	recognized	a	net	provisional	income	tax	expense	of	$237	million	associated	with	these	items	in	the	fiscal year	ended	June	30,	2018.	In	fiscal	2019,	the	Company	determined	that	there	were	no	material	changes	to	the	provisional	amounts	recorded	as	of	June	30, 2018.

Income	(loss)	before	income	tax	expense	was	attributable	to	the	following	jurisdictions:

|  | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| U.S. | $99 | $(55) | $84 |
| Foreign | \t 255 | (1,034) | (699) |
| Income\t(loss)\tbefore\tincome\ttax\texpense | $354 | $(1,089) | $(615) |

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

|  | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Current: |  |  |  |
| U.S. |  |  |  |
| Federal | $5 | $4 | $1 |
| State\t&amp;\tLocal | 2 | 8 | 4 |
| Foreign | 118 | 107 | 118 |
| Total\tcurrent\ttax | 125 | 119 | 123 |
| Deferred: |  |  |  |
| U.S. |  |  |  |
| Federal | 26 | 269 | 57 |
| State\t&amp;\tLocal | 5 | (9) | (1) |
| Foreign | (30) | (24) | (151) |
| Total\tdeferred\ttax | 1 | 236 | (95) |
| Total\tincome\ttax\texpense | $126 | $ 355 | $28 |

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

|  |  | For	the	fiscal	years	ended |  |
| :--- | :--- | :--- | :--- |
|  |  | June\t30, |  |
|  | 2019 | 2018 | 2017 |
| U.S.\tfederal\tincome\ttax\trate(a) | 21% | 28% | 35% |
| State\tand\tlocal\ttaxes,\tnet | 2 | (1) | — |
| Effect\tof\tforeign\toperations(b) | 9 | (2) | (17) |
| Change\tin\tvaluation\tallowance(c) | \t — | 1 | (7) |
| Non-deductible\tgoodwill\tand\tasset\timpairments(d) | 5 | (32) | (7) |
| Impact\tof\tthe\tTax\tAct(e) | \t — | (22) | — |
| Write-off\tof\tchannel\tdistribution\tagreement(f) | \t — | (9) | — |
| Income\ttax\taudit\tsettlements(g) | \t — | 5 | (10) |
| Non-deductible\tcompensation\tand\tbenefits | 1 | (1) | (1) |
| R&amp;D\tcredits | (2) | — | 1 |
| Other,\tnet | \t — | — | 1 |
| Effective\ttax\trate(h) | 36% | (33)% | (5)% |

(a) As	the	Company	has	a	June	30	fiscal	year-end,	the	impact	of	the	lower	tax	rate	from	the	Tax	Act	was	phased	in	resulting	in	a	U.S.	statutory	federal	tax rate	of	approximately	28%	for	the	fiscal	year	ended	June	30,	2018	and	a	21%	U.S.	statutory	federal	tax	rate	for	fiscal	years	thereafter.

(b) 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	prior	to	the	fiscal	year	ended	June	30,	2018	had	lower	income	tax	rates	than	the	U.S.	Beginning with	fiscal	year	ended	June	30,	2019,	Australia	has	a	higher	income	tax	rate	than	the	U.S.

(c) 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.

(d) For	the	fiscal	year	ended	June	30,	2019,	the	Company	recorded	non-cash	charges	of	$96	million	related	to	the	impairment	of	goodwill	and	indefinite- lived	intangible	assets,	which	reduced	the	Company's	tax	expense	by	$10	million.	These	write-downs	have	an	impact	on	our	effective	tax	rate	to	the extent	a	lower	tax	benefit	is	recorded.

For	the	fiscal	year	ended	June	30,	2018,	the	Company	recorded	non-cash	charges	of	$218	million	related	to	the	impairment	of	goodwill	and	a	write- down	of	assets	and	investments	of	approximately	$1.1	billion,	which	reduced	the	Company's	tax	expense	by	$54	million	and	$301	million,

respectively.	These	impairments	and	write-downs	have	an	impact	on	our	effective	tax	rate	to	the	extent	a	lower	tax	benefit	is	recorded.

For	the	fiscal	year	ended	June	30,	2017,	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 expense	by	$12	million	and	$29	million,	respectively.	These	impairments	and	write-downs	have	an	impact	on	our	effective	tax	rate	to	the	extent	a lower	tax	benefit	is	recorded.

(e) As	a	result	of	the	Tax	Act,	the	Company	recognized	a	net	provisional	income	tax	expense	of	$237	million	primarily	related	to	the	re-measurement	of U.S.	deferred	tax	balances	for	the	reduction	in	tax	rate,	valuation	allowances	recorded	on	certain	deferred	tax	assets,	and	the	liability	for	the	transition tax.	In	fiscal	2019,	the	Company	determined	that	there	were	no	material	changes	to	the	provisional	amounts	recorded	as	of	June	30,	2018.

(f) Represents	the	tax	effect	of	the	write-off	of	the	FOX	SPORTS	Australia	channel	distribution	agreement	intangible	asset	as	a	result	of	the	Transaction, as	well	as	other	costs	directly	attributable	to	the	Transaction.

(g) In	the	fiscal	year	ended	June	30,	2018,	certain	pre-Separation	tax	matters	were	effectively	settled	with	the	Internal	Revenue	Service.	As	a	result	of	the settlement,	the	Company	recorded	a	net	income	tax	benefit	of	$49	million,	comprised	of	a	current	tax	benefit	of	$2	million	and	a	deferred	tax	benefit of	$47	million.

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.

(h) For	the	fiscal	year	ended	June	30,	2019,	the	effective	tax	rate	of	36%	represents	income	tax	expense	when	compared	to	consolidated	pre-tax	book income.	For	the	fiscal	years	ended	June	30,	2018	and	2017,	the	effective	tax	rates	of	(33)%	and	(5)%,	respectively,	represent	income	tax	expense when	compared	to	consolidated	pre-tax	book	loss.

The	Company	recognized	deferred	income	taxes	in	the	Balance	Sheets	as	follows:

|  | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2019 | 2018 |
|  | (in\tmillions) | (in\tmillions) |
| Deferred\tincome\ttax\tassets | $269 | $279 |
| Deferred\tincome\ttax\tliabilities | (295) | (389) |
| Net\tdeferred\ttax\tliabilities | $(26) | $(110) |

The	significant	components	of	the	Company's	deferred	tax	assets	and	liabilities	were	as	follows:

| Accrued	liabilities | $78 | $95 |
| :--- | :--- | :--- |
| Capital\tloss\tcarryforwards | 923 | 889 |
| Retirement\tbenefit\tobligations | 53 | 38 |
| Net\toperating\tloss\tcarryforwards | 397 | 348 |
| Business\ttax\tcredits | 78 | 62 |
| Other | 210 | 294 |
| Total\tdeferred\ttax\tassets | 1,739 | 1,726 |
| Deferred\ttax\tliabilities: |  |  |
| Asset\tbasis\tdifference\tand\tamortization | (266) | (362) |
| Other | (31) | (89) |
| Total\tdeferred\ttax\tliabilities | (297) | (451) |
| Net\tdeferred\ttax\tasset\tbefore\tvaluation\tallowance | 1,442 | 1,275 |
| Less:\tvaluation\tallowance\t(See\tNote\t22—Valuation\tand\tQualifying\tAccounts) | (1,468) | (1,385) |
| Net\tdeferred\ttax\tliabilities | $(26) | $(110) |

As	of	June	30,	2019,	the	Company	had	income	tax	NOL	Carryforwards	(gross,	net	of	uncertain	tax	benefits)	in	various	jurisdictions	as	follows:

| Jurisdiction | Expiration | (in	millions) |
| :--- | :--- | :--- |
| U.S.\tFederal | 2021\tto\t2037 | $555 |
| U.S.\tStates | Various | 444 |
| Australia | Indefinite | 516 |
| U.K. | Indefinite | 4 |
| Other\tForeign | Various | 451 |

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	NOLs	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	$397	million	and	$348	million	associated	with	its	NOLs	(net	of	approximately	$44	million	and	$45	million, respectively,	of	unrecognized	tax	benefits	recorded	against	deferred	tax	assets)	as	of	June	30,	2019	and	2018,	respectively.	Significant	judgment	is	applied	in assessing	our	ability	to	realize	our	NOLs.	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	$216	million	and	$195	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,	2019	and	2018,	respectively.

As	of	June	30,	2019,	the	Company	had	approximately	$2.2	billion	and	$1.6	billion	of	capital	loss	carryforwards	in	Australia	and	the	U.K.,	respectively, which	may	be	carried	forward	indefinitely.	The	capital	loss	carryforwards	are	also	subject	to	review	by	relevant	tax	authorities	in	the	jurisdictions	to	which they	relate.	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	$923	million	and	$889	million	as	of	June	30,	2019	and	2018,	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	$923	million	and	$889	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,	2019	and	2018,	respectively.

As	of	June	30,	2019,	the	Company	had	approximately	$46	million	of	U.S.	federal	tax	credit	carryforwards	which	includes	$24	million	of	foreign	tax	credits and	$21	million	of	research	and	development	credits,	which	begin	to	expire	in	2026	and	2036,	respectively,	and	$1	million	of	alternative	minimum	tax credits	which	will	be	carried	forward	indefinitely.

As	of	June	30,	2019,	the	Company	had	approximately	$23	million	of	non-U.S.	tax	credit	carryforwards	which	expire	in	various	amounts	beginning	in	2026 and	$9	million	of	state	tax	credit	carryforwards	(net	of	U.S.	federal	benefit),	which	expire	in	various	amounts	beginning	in	2019.

In	accordance	with	the	Company's	accounting	policy,	a	valuation	allowance	of	$45	million	has	been	established	to	reduce	the	deferred	tax	asset	associated with	the	Company's	U.S.	foreign	tax	credits,	non-U.S.	and	state	credit	carryforwards	to	an	amount	that	will	more	likely	than	not	be	realized	as	of	June	30, 2019.

# 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	ended | For	the	fiscal	years	ended |  |
| :--- | :--- | :--- | :--- |
|  |  | June\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Balance,\tbeginning\tof\tperiod | $62 | $64 | $86 |
| Additions\tfor\tprior\tyear\ttax\tpositions | — | 2 | 107 |
| Additions\tfor\tcurrent\tyear\ttax\tpositions | 4 | 3 | 5 |
| Reduction\tfor\tprior\tyear\ttax\tpositions | — | (4) | (9) |
| Lapse\tof\tthe\tstatute\tof\tlimitations | (6) | (3) | (8) |
| Settlement—cash | — | — | (21) |
| Settlement—tax\tattributes | — | (2) | (94) |
| Impact\tof\tcurrency\ttranslations | (2) | 2 | (2) |
| Balance,\tend\tof\tperiod | $58 | $62 | $64 |

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	a	benefit	related	to	interest	and	penalties	of	$1	million	for	the	fiscal	year	ended	June	30,	2019	and	interest and	penalty	charges	of	$1	million	and	$11	million	for	the	fiscal	years	ended	June	30,	2018	and	June	30,	2017,	respectively.	The	Company	recorded liabilities	for	accrued	interest	and	penalties	of	approximately	$3	million,	$3	million	and	$3	million	as	of	June	30,	2019,	2018	and	2017,	respectively.

In	the	fiscal	year	ended	June	30,	2018,	certain	pre-Separation	tax	matters	were	effectively	settled	with	the	Internal	Revenue	Service.	As	a	result	of	the settlement,	the	Company	recorded	a	net	income	tax	benefit	of	$49	million,	comprised	of	a	current	tax	benefit	of	$2	million	and	a	deferred	tax	benefit	of $47	million.

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,	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	the	U.S.,	various	states	and	foreign	jurisdictions.	During	the	year	ended	June	30,	2018,	the	Internal	Revenue	Service	commenced	an	audit of	the	Company	for	the	year	ended	June	30,	2014.	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,	2019,	approximately	$37	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	$26	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.

Prior	to	the	passage	of	the	Tax	Act,	the	Company	asserted	that	substantially	all	of	the	undistributed	earnings	were	considered	indefinitely	reinvested	and accordingly,	no	deferred	taxes	were	provided.	Pursuant	to	the	provisions	promulgated	in	the	Tax	Act	these	earnings	were	subjected	to	the	one-time	transition tax,	for	which	a	provisional	charge	was	recorded.	It	is	the	Company's	intention	to	reinvest	in	these	subsidiaries	indefinitely	as	the	Company	does	not anticipate	the	need	to	repatriate	funds	to	satisfy	domestic	liquidity	needs.	An	actual	repatriation	from	these	subsidiaries	could	be	subject	to	foreign withholding	taxes	and	U.S.	state	taxes.	Calculation	of	the	unrecognized	tax	liabilities	is	not	practicable.	Undistributed	earnings	of	foreign	subsidiaries considered	to	be	indefinitely	reinvested	amounted	to	approximately	$2.7	billion	as	of	June	30,	2019.

During	the	fiscal	years	ended	June	30,	2019,	2018	and	2017,	the	Company	paid	gross	income	taxes	of	$144	million,	$160	million	and	$132	million, respectively,	and	received	income	tax	refunds	of	$18	million,	$7	million	and	$9	million,	respectively.

# NOTE	20.	SEGMENT	INFORMATION

•Subscription	Video	Services—The	Company's	Subscription	Video	Services	segment	provides	video	sports,	entertainment	and	news	services to	pay-TV	subscribers	and	other	commercial	licensees,	primarily	via	cable,	satellite	and	internet	distribution,	and	consists	of	(i)	the	Company's 65%	interest	in	Foxtel	(with	the	remaining	35%	interest	in	Foxtel	held	by	Telstra,	an	Australian	Securities	Exchange	("ASX")-listed telecommunications	company)	and	(ii)	ANC.	Foxtel	is	the	largest	pay-TV	provider	in	Australia,	with	nearly	200	channels	covering	sports, general	entertainment,	movies,	documentaries,	music,	children's	programming	and	news.	Foxtel	offers	the	leading	sports	programming content	in	Australia,	with	broadcast	rights	to	live	sporting	events	including:	National	Rugby	League,	Australian	Football	League,	Cricket Australia,	the	domestic	football	league,	the	Australian	Rugby	Union	and	various	motorsports	programming.	Foxtel	also	operates	Foxtel	Now, an	over-the-top,	or	OTT,	service	and	Kayo,	a	sports-only	OTT	service.

•	 Digital	Real	Estate	Services—The	Digital	Real	Estate	Services	segment	consists	of	the	Company's	61.6%	interest	in	REA	Group	and	80% interest	in	Move.	The	remaining	20%	interest	in	Move	is	held	by	REA	Group.	REA	Group	is	a	market-leading	digital	media	business specializing	in	property	and	is	listed	on	the	ASX	(ASX:	REA).	REA	Group	advertises	property	and	property-related	services	on	its	websites and	mobile	apps	across	Australia	and	Asia,	including	Australia's	leading	residential,	commercial	and	share	property	websites,

realestate.com.au,	realcommercial.com.au,	Flatmates.com.au	and	spacely.com.au,	and	property	portals	in	Asia.	In	addition,	REA	Group provides	property-related	data	to	the	financial	sector	and	financial	services	through	an	end-to-end	digital	property	search	and	financing experience	and	a	mortgage	broking	offering.

Segment	EBITDA	is	defined	as	revenues	less	operating	expenses	and	selling,	general	and	administrative	expenses.	Segment	EBITDA	does	not	include: depreciation	and	amortization,	impairment	and	restructuring	charges,	equity	losses	of	affiliates,	interest	(expense)	income,	net,	other,	net	and	income	tax (expense)	benefit.

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.

|  | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Revenues: |  |  |  |
| News\tand\tInformation\tServices | $4,956 | $5,119 | $5,069 |
| Subscription\tVideo\tServices | 2,202 | 1,004 | 494 |
| Book\tPublishing | 1,754 | 1,758 | \t 1,636 |
| Digital\tReal\tEstate\tServices | 1,159 | 1,141 | 938 |
| Other | 3 | 2 | 2 |
| Total\tRevenues | $10,074 | $9,024 | $8,139 |
| Segment\tEBITDA: |  |  |  |
| News\tand\tInformation\tServices | $417 | $397 | $412 |
| Subscription\tVideo\tServices | 380 | 173 | 123 |
| Book\tPublishing | 253 | 239 | 195 |
| Digital\tReal\tEstate\tServices | 384 | 401 | 324 |
| Other | (190) | (139) | (172) |
| Depreciation\tand\tamortization | (659) | (472) | (449) |
| Impairment\tand\trestructuring\tcharges | (188) | (351) | (927) |
| Equity\tlosses\tof\taffiliates | (17) | (1,006) | (295) |
| Interest\t(expense)\tincome,\tnet | (59) | (7) | 39 |
| Other,\tnet | 33 | (324) | 135 |
| Income\t(loss)\tbefore\tincome\ttax\texpense | 354 | (1,089) | (615) |
| Income\ttax\texpense | (126) | (355) | (28) |
| Net\tincome\t(loss) | $228 | $(1,444) | $(643) |

|  | 2019 | 2018 | 2017 |
| :--- | :--- | :--- | :--- |
|  |  | (in\tmillions) |  |
| Depreciation\tand\tamortization: |  |  |  |
| News\tand\tInformation\tServices | $223 | $223 | $283 |
| Subscription\tVideo\tServices | 292 | 107 | 32 |
| Book\tPublishing | 42 | 52 | 52 |
| Digital\tReal\tEstate\tServices | 97 | 87 | 78 |
| Other | 5 | 3 | 4 |
| Total\tDepreciation\tand\tamortization | $659 | $472 | $449 |

|  | For	the	fiscal	years | For	the	fiscal	years | For	the	fiscal	years |
| :--- | :--- | :--- | :--- |
|  | ended\tJune\t30, | ended\tJune\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Capital\texpenditures: |  |  |  |
| News\tand\tInformation\tServices | $172 | $173 | $165 |
| Subscription\tVideo\tServices | \t 307 | 81 | 14 |
| Book\tPublishing | 7 | 17 | 11 |
| Digital\tReal\tEstate\tServices | 78 | 78 | 66 |
| Other | 8 | 15 | — |
| Total\tCapital\texpenditures | $572 | $364 | $256 |

| News	and	Information	Services | $5,482 | $6,039 |
| :--- | :--- | :--- |
| Subscription\tVideo\tServices | 4,406 | 4,738 |
| Book\tPublishing | 2,074 | 1,898 |
| Digital\tReal\tEstate\tServices | 2,229 | 2,171 |
| Other(a) | 1,185 | 1,107 |
| Investments | 335 | 393 |
| Total\tassets | $15,711 | $16,346 |

(a) The	Other	segment	primarily	includes	Cash	and	cash	equivalents.

| News	and	Information	Services | $2,617 | $2,730 |
| :--- | :--- | :--- |
| Subscription\tVideo\tServices | 2,595 | 2,853 |
| Book\tPublishing | 772 | 804 |
| Digital\tReal\tEstate\tServices | 1,589 | 1,502 |
| Other | — | — |
| Total\tGoodwill\tand\tintangible\tassets,\tnet | $7,573 | $7,889 |

# Geographic	Segments

|  | For	the	fiscal	years | For	the	fiscal	years |  |
| :--- | :--- | :--- | :--- |
|  |  | ended\tJune\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Revenues:(a) |  |  |  |
| U.S.\tand\tCanada(b) | $4,044 | $3,998 | $ 3,880 |
| Europe(c) | 1,664 | 1,766 | 1,671 |
| Australasia\tand\tOther(d) | 4,366 | 3,260 | 2,588 |
| Total\tRevenues | $10,074 | $9,024 | $ 8,139 |

(a) Revenues	are	attributed	to	region	based	on	location	of	customer.

(b) Revenues	include	approximately	$3.9	billion	for	fiscal	2019,	$3.9	billion	for	fiscal	2018	and	$3.7	billion	for	fiscal	2017	from	customers	in	the	U.S.

(c) Revenues	include	approximately	$1.3	billion	for	fiscal	2019,	$1.4	billion	for	fiscal	2018	and	$1.3	billion	for	fiscal	2017	from	customers	in	the	U.K.

(d) Revenues	include	approximately	$4.0	billion	for	fiscal	2019,	$2.9	billion	for	fiscal	2018	and	$2.3	billion	for	fiscal	2017	from	customers	in	Australia.

| U.S.	and	Canada | $983 | $937 |
| :--- | :--- | :--- |
| Europe | 654 | 682 |
| Australasia\tand\tOther | 1,847 | 1,772 |
| Total\tlong-lived\tassets | $3,484 | $3,391 |

(a) Reflects	total	assets	less	current	assets,	goodwill,	intangible	assets,	investments	and	deferred	income	tax	assets.

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	21.	ADDITIONAL	FINANCIAL	INFORMATION

# Other	Non-Current	Assets

The	following	table	sets	forth	the	components	of	Other	non-current	assets	included	in	the	Balance	Sheets:

|  | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2019 | 2018 |
|  | (in\tmillions) | (in\tmillions) |
| Royalty\tadvances\tto\tauthors | $343 | $312 |
| Retirement\tbenefit\tassets | \t 117 | 135 |
| Inventory(a) | \t 155 | 143 |
| Other | \t 315 | 241 |
| Total\tOther\tnon-current\tassets | $930 | $831 |

(a) Primarily	consists	of	the	non-current	portion	of	programming	rights.

# Other	Current	Liabilities

The	following	table	sets	forth	the	components	of	Other	current	liabilities:

|  | As	of	June	30, | As	of	June	30, |
| :--- | :--- | :--- |
|  | 2019 | 2018 |
|  | (in\tmillions) | (in\tmillions) |
| Royalties\tand\tcommissions\tpayable | $211 | $187 |
| Allowance\tfor\tsales\treturns(a) | \t 192 | — |
| Current\ttax\tpayable | 22 | 17 |
| Other | \t 299 | 168 |
| Total\tOther\tcurrent\tliabilities | $724 | $372 |

(a) As	a	result	of	the	adoption	of	the	new	revenue	recognition	standard	during	the	first	quarter	of	fiscal	2019,	the	Company	reclassified	the	allowance	for sales	returns	from	Receivables,	net	to	Other	current	liabilities.	See	Note	2—Summary	of	Significant	Accounting	Policies.

# Other,	net

The	following	table	sets	forth	the	components	of	Other,	net	included	in	the	Statements	of	Operations:

|  | For	the	fiscal	years | For	the	fiscal	years |  |
| :--- | :--- | :--- | :--- |
|  |  | ended\tJune\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Dividends\treceived\tfrom\tequity\tsecurity\tinvestments | $24 | $— | $ — |
| Remeasurement\tof\tequity\tsecurities(a) | (23) | — | — |
| Loss\ton\tthe\tTransaction(b) | \t — | (337) | — |
| Impairment\tof\tmarketable\tsecurities\tand\tcost\tmethod\tinvestments(c) | \t — | (33) | (21) |
| Gain\ton\tsale\tof\tSEEKAsia(d) | \t — | 32 | — |
| Gain\ton\tsale\tof\tAustralian\tproperty | 16 | — | — |
| Gain\ton\tsale\tof\tREA\tGroup's\tEuropean\tbusiness(e) | \t — | — | \t 107 |
| Other(f) | 16 | 14 | 49 |
| Total\tOther,\tnet | $33 | $(324) | $135 |

(a) As	a	result	of	the	adoption	of	ASU	2016-01	during	the	first	quarter	of	fiscal	2019,	the	Company	has	included	the	impact	from	the	remeasurement	of equity	securities	in	Other,	net	in	the	Statement	of	Operations	for	the	fiscal	year	ended	June	30,	2019.	During	the	fiscal	year	ended	June	30,	2018,	the impact	from	the	remeasurement	of	equity	securities	was	included	in	Accumulated	other	comprehensive	loss	in	the	Balance	Sheets.

(b) See	Note	4—Acquisitions,	Disposals	and	Other	Transactions.

(c) For	the	fiscal	year	ended	June	30,	2018	and	2017,	the	write-downs	of	available-for-sale	securities	were	reclassified	out	of	Accumulated	other comprehensive	loss	and	included	in	Other,	net	in	the	Statements	of	Operations.	See	Note	6—Investment.

(d) During	the	third	quarter	of	fiscal	2018,	the	Company	sold	its	investment	in	SEEKAsia	for	$122	million	in	cash	and	recognized	a	$32	million	gain	in Other,	net	in	the	Statements	of	Operations.

(e) 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	4—Acquisitions,	Disposals	and	Other	Transactions.

(f) As	a	result	of	the	adoption	of	ASU	2017-07	during	the	first	quarter	of	fiscal	2019,	the	Company	has	included	the	other	non-service	cost	components	of net	periodic	benefit	(income)	cost	in	Other,	net	in	the	Statements	of	Operations	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017.

# Supplemental	Cash	Flow	Information

The	following	table	sets	forth	the	Company's	gross	cash	paid	for	taxes	and	interest:

|  | For	the	fiscal	years | For	the	fiscal	years |  |
| :--- | :--- | :--- | :--- |
|  |  | ended\tJune\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Cash\tpaid\tfor\tinterest | $82 | $29 | $12 |
| Cash\tpaid\tfor\ttaxes | \t 144 | \t 160 | \t 132 |

# Accumulated	Other	Comprehensive	Loss

The	components	of	Accumulated	other	comprehensive	loss	were	as	follows:

|  | For	the	fiscal	years | For	the	fiscal	years |  |
| :--- | :--- | :--- | :--- |
|  |  | ended\tJune\t30, |  |
|  | 2019 | 2018 | 2017 |
|  |  | (in\tmillions) |  |
| Accumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax: |  |  |  |
| Unrealized\tholding\tgains\t(losses)\ton\tsecurities: |  |  |  |
| Balance,\tbeginning\tof\tyear | $22 | $(5) | $20 |
| Fiscal\tyear\tactivity(a) | (22) | 27 | (25) |
| Balance,\tend\tof\tyear | — | 22 | (5) |
| Cash\tflow\thedge\tadjustments: |  |  |  |
| Balance,\tbeginning\tof\tyear | 4 | — | — |
| Fiscal\tyear\tactivity(b) | 2 | 4 | — |
| Balance,\tend\tof\tyear | 6 | 4 | — |
| Benefit\tPlan\tAdjustments: |  |  |  |
| Balance,\tbeginning\tof\tyear | (309) | (437) | (445) |
| Fiscal\tyear\tactivity(c) | (43) | 128 | 8 |
| Balance,\tend\tof\tyear | (352) | (309) | (437) |
| Foreign\tcurrency\ttranslation\tadjustments: |  |  |  |
| Balance,\tbeginning\tof\tyear | (591) | (510) | (585) |
| Fiscal\tyear\tactivity(d) | (189) | (81) | 75 |
| Balance,\tend\tof\tyear | (780) | (591) | (510) |
| Share\tof\tother\tcomprehensive\tincome\tfrom\tequity\taffiliates,\tnet: |  |  |  |
| Balance,\tbeginning\tof\tyear | — | (12) | (16) |
| Fiscal\tyear\tactivity(e) | — | 12 | 4 |
| Balance,\tend\tof\tyear | — | — | (12) |
| Total\taccumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax: |  |  |  |
| Balance,\tbeginning\tof\tyear | (874) | (964) | (1,026) |
| Fiscal\tyear\tactivity,\tnet\tof\tincome\ttaxes | (252) | 90 | 62 |
| Balance,\tend\tof\tyear | $(1,126) | $(874) | $(964) |

(a) Net	of	income	tax	expense	(benefit)	of	$1	million	and	($10)	million	for	the	fiscal	years	ended	June	30,	2018	and	2017,	respectively.	Upon	adoption	of ASU	2016-01,	the	Company	recorded	a	$22	million	decrease	to	Accumulated	deficit	to	reclassify	the	cumulative	net	unrealized	gains	(losses)	for	these investments	as	of	July	1,	2018.

(d) Excludes	($58)	million,	($42)	million	and	$9	million	relating	to	noncontrolling	interests	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017, respectively.

# NOTE	22.	VALUATION	AND	QUALIFYING	ACCOUNTS

|  | Balance	at |  |  |  |  | Balance	at |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | beginning\nof\tyear | Additions | Acquisitions\nand\tdisposals | Utilization | Foreign\nexchange | end\tof\nyear |
|  |  |  | (in\tmillions) |  |  |  |
| Fiscal\t2019 |  |  |  |  |  |  |
| Allowances\tfor\tdoubtful\taccounts | $(46) | $(5) | $(10) | $14 | $1 | $(46) |
| Allowances\tfor\tsales\treturns(a) | (171) | (615) | — | 593 | 1 | (192) |
| Deferred\ttax\tvaluation\tallowance | (1,385) | (53) | (122) | 27 | 65 | (1,468) |
| Fiscal\t2018 |  |  |  |  |  |  |
| Allowances\tfor\tdoubtful\taccounts | $(42) | $(11) | $(5) | $11 | $1 | $(46) |
| Allowances\tfor\tsales\treturns | (166) | (526) | — | 519 | 2 | (171) |
| Deferred\ttax\tvaluation\tallowance | (1,187) | (409) | 169 | 13 | 29 | (1,385) |
| Fiscal\t2017 |  |  |  |  |  |  |
| Allowances\tfor\tdoubtful\taccounts | $(43) | $(14) | $(2) | $17 | $— | $(42) |
| Allowances\tfor\tsales\treturns | (170) | (590) | — | 594 | — | (166) |
| Deferred\ttax\tvaluation\tallowance | (1,014) | (92) | (92) | 23 | (12) | (1,187) |

(a) As	a	result	of	the	adoption	of	the	new	revenue	recognition	standard	during	fiscal	2019,	the	Company	reclassified	the	allowance	for	sales	returns	from Receivables,	net	to	Other	current	liabilities.	See	Note	2—Summary	of	Significant	Accounting	Policies.

# NOTE	23.	QUARTERLY	DATA	(UNAUDITED)

|  |  | For	the	three	months	ended | 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\t2019 |  |  |  |  |
| Revenues(a)\t(b) | $2,524 | $2,627 | $2,457 | $ 2,466 |
| Net\tincome\t(loss)(c) | 128 | 119 | 23 | (42) |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation\tstockholders | 101 | 95 | 10 | (51) |
| Income\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand |  |  |  |  |
| diluted | $0.17 | $0.16 | $0.02 | $(0.09) |
| Fiscal\t2018 |  |  |  |  |
| Revenues(a)\t(b) | $2,058 | $2,180 | $2,093 | $ 2,693 |
| Net\tincome\t(loss)(d) | 87 | (66) | (1,110) | (355) |
| Net\tincome\t(loss)\tattributable\tto\tNews\tCorporation\tstockholders | 68 | (83) | (1,128) | (371) |
| Income\t(loss)\tavailable\tto\tNews\tCorporation\tstockholders\tper\tshare—basic\tand |  |  |  |  |
| diluted | $0.12 | $(0.14) | $(1.94) | $(0.64) |

(a) Revenue	for	the	fiscal	year	ended	June	30,	2019	and	for	the	three	months	ended	June	30,	2018	includes	the	impact	of	the	consolidation	of	Foxtel.

(b) Revenue	for	the	fiscal	year	ended	June	30,	2019	reflects	the	adoption	of	the	new	revenue	recognition	standard.	See	Note	3—Revenues.

(c) Net	income	(loss)	for	the	fiscal	year	ended	June	30,	2019	includes	the	impact	of	the	following	items:

•	 During	the	fourth	quarter	of	fiscal	2019,	the	Company	recognized	non-cash	impairment	charges	of	$87	million	primarily	related	to	the impairment	of	goodwill	at	a	reporting	unit	within	the	News	and	Information	Services	segment.	See	Note	8—Goodwill	and	Other	Intangible Assets.

(d) Net	income	(loss)	for	the	fiscal	year	ended	June	30,	2018	includes	the	impact	of	the	following	items:

•	 During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	a	$957	million	non-cash	write-down	of	the	carrying	value	of	its	investment	in Foxtel.	See	Note	6—Investments.

•	 During	the	third	quarter	of	fiscal	2018,	the	Company	recognized	non-cash	impairment	charges	of	$225	million	primarily	related	to	the impairment	of	goodwill	and	intangible	assets	at	the	News	America	Marketing	reporting	unit	and	impairment	of	goodwill	at	the	FOX	SPORTS Australia	reporting	unit.	See	Note	8—Goodwill	and	Other	Intangible	Assets.

•	 During	the	fourth	quarter	of	fiscal	2018,	the	loss	on	the	Transaction	primarily	relates	to	the	Company's,	settlement	of	its	pre-existing contractual	arrangement	between	Foxtel	and	FOX	SPORTS	Australia	which	resulted	in	a	$317	million	write-off	of	its	channel	distribution agreement	intangible	asset	at	the	time	of	the	Transaction.	See	Note	4—Acquisitions,	Disposals	and	Other	Transactions.

# NOTE	24.	SUBSEQUENT	EVENTS

In	August	2019,	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	16,	2019	to	stockholders	of	record	as	of	September	11,	2019.

# 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	15(d)-15(e)	under	the	Securities	Exchange	Act	of	1934, as	amended	(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	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	on	Internal	Control	Over	Financial	Reporting

Management's	report	and	the	report	of	the	independent	registered	public	accounting	firm	thereon	are	set	forth	on	pages	77	and	78,	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,	2019	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	2019	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	the	Company's	Standards	of	Business	Conduct	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,"	"Pay	Ratio"	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	under	Part	(b)	below	are	filed	or	incorporated	by	reference	as	part	of	this	Annual	Report.	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.

# (b) Exhibits

4.1 Third	Amended	and	Restated	Rights	Agreement,	dated	as	of	June		18,	2018,	between	News	Corporation	and	Computershare	Trust Company,	N.A.,	as	Rights	Agent.	(Incorporated	by	reference	to	Exhibit	4.1	to	the	Current	Report	of	News	Corporation	on	Form	8-K	(File No.	001-35769)	filed	with	the	Securities	and	Exchange	Commission	on	June	18,	2018.)

10.9 Credit	Agreement,	dated	as	of	October		23,	2013,	among	News	Corporation,	as	borrower,	the	lenders	named	therein,	the	initial	issuing	banks named	therein,	JPMorgan	Chase	Bank,	N.A.	and	Citibank,	N.A.	as	co-administrative	agents,	JPMorgan	Chase	Bank,	N.A.	as	designated agent,	Commonwealth	Bank	of	Australia	as	syndication	agent	and	J.P.	Morgan	Securities	LLC,	Citigroup	Global	Markets	Inc.	and Commonwealth	Bank	of	Australia	as	joint	lead	arrangers	and	joint	bookrunners.	(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	29,	2013.)

10.10 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.)

10.13 Syndicated	Revolving	Facility	Agreement,	dated	as	of	June		17,	2014,	among	Foxtel	Management	Pty	Limited	and	Foxtel	Finance	Pty Limited,	as	initial	borrowers,	the	initial	financiers	named	therein	and	Commonwealth	Bank	of	Australia,	as	facility	agent.	(Incorporated	by reference	to	Exhibit		10.19	to	the	Annual	Report	of	News	Corporation	on	Form	10-K	(File	No.	001-35769)	filed	with	the	Securities	and Exchange	Commission	on	August		15,	2018.)

10.16 Syndicated	Revolving	Facility	Agreement,	dated	as	of	September		12,	2016,	among	Foxtel	Management	Pty	Limited	and	Foxtel	Finance	Pty Limited,	as	initial	borrowers,	the	initial	financiers	named	therein	and	Commonwealth	Bank	of	Australia,	as	facility	agent.	(Incorporated	by reference	to	Exhibit		10.22	to	the	Annual	Report	of	News	Corporation	on	Form	10-K	(File	No.	001-35769)	filed	with	the	Securities	and Exchange	Commission	on	August		15,	2018.)

10.20 Note	and	Guarantee	Agreement,	dated	as	of	September		24,	2009,	among	Foxtel	Management	Pty	Limited,	Sky	Cable	Pty	Limited,	Foxtel Media	Pty	Limited	(formerly	Telstra	Media	Pty	Limited)	and	others.	(Incorporated	by	reference	to	Exhibit	10.26	to	the	Annual	Report	of News	Corporation	on	Form	10-K	(File	No.	001-35769)	filed	with	the	Securities	and	Exchange	Commission	on	August	15,	2018.)

101 The	following	financial	information	from	the	Registrant's	Annual	Report	on	Form	10-K	for	the	fiscal	year	ended	June	30,	2019	formatted	in XBRL	(eXtensible	Business	Reporting	Language):	(i)	Consolidated	Statements	of	Operations	for	the	fiscal	years	ended	June	30,	2019,	2018 and	2017;	(ii)	Consolidated	Statements	of	Comprehensive	Loss	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017;	(iii)	Consolidated Balance	Sheets	as	of	June	30,	2019	and	2018;	(iv)	Consolidated	Statements	of	Cash	Flows	for	the	fiscal	years	ended	June	30,	2019,	2018	and 2017;	(v)	Consolidated	Statements	of	Equity	for	the	fiscal	years	ended	June	30,	2019,	2018	and	2017;	and	(vi)	Notes	to	the	Consolidated Financial	Statements.*

** Furnished	herewith

± Management	contract	or	compensatory	plan	or	arrangement

# 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)

# Susan	Panuccio

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:



Question: what was the value in millions of non cash assets for the transaction in which opcity was acquired?
Calculation:     non_cash_assets = 210 - 182
answer = non_cash_assets
Answer: 28