NWSANews Corp (Class A)

We note that you disclose Total Segment EBITDA, a non-GAAP measure and on page 50, you reconcile the measure to (loss) income from continuing operations. Please revise your reconciliation to present the GAAP measure before the non-GAAP measure to avoid undue prominence. See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

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Your disclosure in your earnings releases filed on Form 8-K should be similarly revised.

The Company acknowledges the Staff’s comment. The Company will update its reconciliation of Total Segment EBITDA to net income from continuing operations in future filings. By way of example, using our Form 10-K for the fiscal year ended June 30, 2017 as a model, in future filings we intend to include the reconciliation in the following format:

1211 Avenue of the Americas • New York, NY 10036 newscorp.com

The following table reconciles (Loss) income from continuing operations to Total Segment

EBITDA for the fiscal years ended June 30, 2017 and 2016:

For the fiscal years ended

June

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30,

2017

2016 in millions

(Loss) income from continuing operations

$

(643

)

235

Add:

Income tax expense (benefit)

(54

Other, net

(132

(18

Interest, net

(39

(43

Equity losses (earnings) of affiliates

295

(30

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We note that your reconciliation of free cash flow includes adjustments for the free cash flow of REA and dividends received from REA. Please provide further details on why you include these adjustments in your reconciliation of free cash flow.

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Since free cash flow is typically calculated as cash flow from operations adjusted by capital expenditures and your definition of free cash flow differs from the typical definition per Question 102.07 of the May 2016 C&DI on non-GAAP measures, it may be appropriate to retitle this measure. Please advise.

The Company acknowledges the Staff’s comment. As disclosed on page 64 of the Company’s 2017

10-K, while the Company owns a majority interest, 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.

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Because these additional steps are required to access REA Group’s cash, the Company believes that presenting Free Cash Flow Available to News Corporation, which excludes REA Group’s free cash flow and includes dividends received from REA, provides users of the financial statements with a measure of the amount of cash flow that is readily available to the Company. The Company believes this presentation provides a more conservative view of the

Company’s free cash flow, as Free Cash Flow Available to News Corporation includes only that amount of cash that the Company actually receives from REA, which has generally been lower than the Company’s unadjusted free cash flow. The

Company respectfully believes that the title “Free Cash Flow Available to News Corporation” reflects the purpose of the adjustments, as described above, and provides sufficient distinction from the “Free Cash Flow” non-GAAP measure discussed in Question 102.07 of the May 2016 C&DI.

In response to the Staff’s comment, the Company will revise future filings to clarify its discussion regarding the reasons why management adjusts for REA Group’s free cash flow and dividends received from REA in determining Free Cash Flow Available to News Corporation by updating the Company’s disclosure to incorporate the explanation provided above.

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Please revise to present your disclosures related to the fair-value measurements of assets and liabilities measures on both a recurring and nonrecurring basis in a tabular format as required by ASC 820-10-50-8.

The Company acknowledges the Staff’s comment. The Company will revise future filings to include tabular disclosures related to the fair-value measurements of assets and liabilities measured on a recurring and nonrecurring basis as required by ASC

820-10-50-8. Read in the reply ↗

We note your discussion of the various factors (positive and negative) behind the change in various revenue streams within this segment. However, we note you did not quantify the impact regarding some of these factors in your discussions.

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For example, you discussed the various factors behind the change in circulation and subscription revenues without quantification of the positive impact of price increases and digital subscriber growth on Dow Jones and the Australian newspapers. In future filings, please provide a more robust segment operating result discussion here and elsewhere, including the quantifications of various factors behind the change in revenues to the extent that they are material in understanding your operations. Refer to Item 303 of Regulation S-K.

The Company acknowledges the Staff’s comment and undertakes to include the requested disclosure in future filings. Read in the reply ↗

Please revise the table of contractual obligations to include your long-term debt in accordance with Regulation S-K, Item 303(A)(5).

In response to the Staff’s comment, the Company undertakes to include the obligations associated with its long-term debt in tabular format in its future filings subject to Item 303(A)(5) of Regulation S-K. By way of example, using our Form 10-K for the fiscal year ended June 30, 2016 as a model, in future filings we intend to revise the table of contractual obligations to reflect our long-term debt in the format shown below:

As of June 30, 2016

Payments Due by Period

Total

1 year

2-3 years

4-5 years

After 5 years

(in millions)

Purchase obligations(a)

$

787

339

183

166

Sports

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programming rights(b)

1,184

158

379

388

259

Operating leases(c)

Land and buildings

1,436

129

274

207

826

Plant and machinery

—

Borrowings(d)

373

190

180

Total commitments and contractual obligations

3,784

631

1,028

874

1,251

The Company has not included expected interest payments in the table above as the payments are considered immaterial. We also intend to include the following footnote to the table with respect to borrowings (footnotes (a)-(c) that have been previously included in our Form 10-K are omitted for purposes of this example):

(d)

Primarily represents the REA Group unsecured syndicated revolving loan facility based on the contractual maturity date of the various sub facilities included within the agreement. See Note 9 to the Consolidated

Financial Statements.

The Company also respectfully notes that information related to the expected maturity of the

Company’s borrowings is included on page 67 of Management’s Discussion and Analysis and page 110 of the Notes to the consolidated financial statements in the Company’s Form 10-K for the fiscal year ended June 30, 2016.

Financial Statements

Notes to the Consolidated Financial Statements

Note 4.

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We note that during fiscal 2016 you sold your Digital Education business and classified the results as discontinued operations. Given that in recent prior years the revenues of the Digital Education segment represented only 1% of your total revenues, please tell us why you believe this business is appropriately classified as discontinued operations under ASC 205-20.

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Specifically indicate in your response why the disposition of such a small portion of your business is considered a “strategic shift” under ASC 205-20-45-1. We may have further comment upon receipt of your response.

The Company respectfully believes that it has appropriately classified the disposal of its Digital Education segment as

Discontinued Operations in accordance with ASC 205-20. Specifically, ASC 205-20-45-1B states that:

“A disposal of a component of an entity or a group of components of an entity shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs:

a.

The component of an entity or group of components of an entity meets the criteria in

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paragraph 205-20-45-1E to be classified as held for sale.

b.

The component of an entity or group of components of an entity is disposed of by sale.

c.

The component of an entity or group of components of an entity is disposed of other than by sale in accordance with paragraph 360-10-45-15 (for example, by abandonment or in a distribution to owners in a spinoff).”

During the three months ended September 30, 2015, the Company’s Digital Education segment met the six criteria necessary to be classified as assets held for sale in accordance with ASC 205-20-45-1E. Management’s decision to dispose of the Digital Education segment represented a significant strategic shift in the Company’s overall business as it signaled the Company’s full exit from the digital education sector and the sale of one of its six reportable segments. The Company acknowledges the Staff’s comment regarding the materiality of the Digital Education segment’s historical revenue contribution, however, the Company notes that the disposed segment had a significant negative contribution to the Company’s overall profitability and liquidity measures. For the fiscal years ended June 30,

2015 and 2014, the Digital Education segment had a Segment EBITDA loss of $93 million and $193 million, respectively, on consolidated Total Segment EBITDA of $852 million and $770 million, respectively. For the fiscal years ended June 30, 2015 and 2014, the Digital Education segment had Operating cash outflows of $157 million and $175 million, respectively, on consolidated net cash provided by operating activities of $831 million and $854 million, respectively. In light of these factors, the Company believes that it has appropriately classified the disposal of its Digital Education segment as Discontinued Operations under ASC 205-20.

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Please provide entity-wide disclosure with respect to your revenues from external customers for each product or service or each group of similar products or services. Refer to ASC 280-10-50-40.

The Company respectfully believes that it has addressed the disclosures required under ASC 280-10-50-40. The Company disclosed its revenues from external customers by major product or service on the face of the Statements of Operations for the fiscal years ended June 30, 2016, 2015 and 2014. In the Company’s Form 10-K for the fiscal year ended June 30, 2016, the consolidated revenues reported in the Statements of Operations are broken out into four separate line items, Advertising, Circulation and subscription, Consumer and Other, reflecting its groups of products and services as described in

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Note 2 under “Revenue recognition” and the corresponding revenues from external customers for each. Additionally, information regarding revenues for these products and services by segment is included in Management’s Discussion and Analysis in the Form 10-K for the fiscal year ended June 30, 2016.

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During the fiscal year ended June 30, 2016, the quarterly data shows significant fluctuations in operating results between the quarters. Specifically, there are large variations in net income for all quarters. Please revise to add a discussion of any unusual or infrequently occurring items during each quarter, such as impairment charges, legal settlements, etc., which may have contributed to the significant

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fluctuations in operating results. Refer to Item 302(a)(3) of Regulation S-K.

The Company acknowledges the Staff’s comment. The Company respectfully notes that disclosure of unusual or infrequently occurring items has been made throughout the Notes to the consolidated financial statements contained in the Form 10-K for the fiscal year ended June 30, 2016. These items include the disposal of the Digital Education segment (discussed on pages 101 and 102), the impact of certain legal settlements recognized during the fiscal year (discussed on pages 121 and 122) and the related tax impacts of such transactions (discussed on page 131).

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The Company undertakes to include in any corresponding

“quarterly data” Note to the annual consolidated financial statements contained in future filings discussion of any unusual or infrequently occurring items during each quarter. By way of example, using our Form 10-K for the fiscal year ended June 30, 2016 as a model, in future filings we intend to include footnotes related to Income (loss) from continuing operations and Income (loss) from discontinued operations to the quarterly data table such as the following:

For the three months ended

September 30,

December 31,

March 31,

June 30,

(in millions, except per share amounts)

Fiscal 2016

Revenues

2,014

2,161

1,891

2,226

Income (loss) from continuing operations attributable to News Corporation stockholders(a)

(147

)

Income (loss) from discontinued operations, net of tax(b)

(24

(2

(5

Net income (loss) attributable to News Corporation stockholders

175

(149

Income (loss) from continuing operations available to News Corporation stockholders per share

— basic and diluted

0.22

0.15

(0.26

0.16

Income (loss) available to News Corporation stockholders per share — basic and diluted

0.08

(0.04

(0.01

0.30

0.11

Fiscal 2015

2,108

2,258

2,041

2,117

Income from continuing operations attributable to News Corporation stockholders(a)

162

(Loss) income from discontinued operations, net of

(21

(19

(22

(383

143

(378

Income from continuing operations available to News Corporation stockholders per share — basic and diluted

0.27

0.01

Loss available to News Corporation stockholders per share — basic and diluted

(0.03

(0.66

0.24

0.04

(0.65

(a)

Income (loss) from continuing operations includes the impact of the following items:

•

The $106 million tax benefit recognized during the first quarter of fiscal 2016 related to the release of previously established valuation allowances related to certain U.S. federal net operating losses and state deferred tax assets. See Note 18 – Income Taxes.

In the third quarter of fiscal 2016, the Company recognized one-time costs of approximately $280 million in connection with the settlement of certain litigation and related claims at News America Marketing. See Note 15

– Commitments and Contingencies.

In the fourth quarter of fiscal 2016, the Company recognized a gain of $122 million in connection with the settlement of litigation with Zillow, Inc., which reflects settlement proceeds received from Zillow of $130 million, less $8 million paid to the National Association of Realtors® (“NAR”). See Note 15 – Commitments and Contingencies.

(b)

Income (loss) from discontinued operations includes the impact of the following items:

In the fourth quarter of fiscal 2015, as part of the Company’s long-range planning process, the Company recorded a non-cash impairment charge of $371 million related to its Digital Education segment. See Note 4

– Discontinued Operations.

In the first quarter of fiscal 2016, the Company recognized a pre-tax non-cash impairment charge of $76 million reflecting a write down of the digital education business to its fair value less costs to sell.

Additionally, during the first quarter of fiscal 2016, the Company recognized a tax benefit of $144 million upon reclassification of the Digital Education segment to discontinued operations. See Note 4 – Discontinued Operations and Note 18

– Income Taxes.

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We note your definition of Total Segment EBITDA, a non-GAAP measure, on page 17 and that you believe the measure allows users of the company’s financial statements to evaluate changes in the operating results of the company separate from non-operational factors that affect net (loss) income, thus providing insight into both the operations and the other factors that affect reported results.

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Based on the definition, please explain to us how the adjustments provide insights into both the operations and the other factors that affect reported results. For example, depreciation and amortization and impairment and restructuring charges appear to be operating expenses rather than non-operating expenses. We note you present the adjustments as operating expenses on the face of the consolidated statements of operations.

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 financial statements with insight into both its core

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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 financial statements are better able to evaluate changes in the core operating results of the Company across different periods. In response to the Staff’s comment, the Company undertakes in future filings to clarify its discussion regarding the reasons why management believes Total Segment EBITDA provides useful information by replacing the disclosure referenced by the Staff with the explanation provided above.

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We note your presentation of the decrease in cash and cash equivalents from discontinued operations in one line item. Please note that ASC 230-10-45-10 requires that a statement of cash flows shall classify cash receipts and cash payments as resulting from investing, financing, or operating activities.

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Please revise your current presentation to classify the cash flows from discontinued operations within each of the operating, investing and financing categories.

While the Company acknowledges that it presented the decrease in cash and cash equivalents from discontinued operations in one line item on the Statements of Cash Flows, we respectfully believe that the information required by ASC 230-10-45-10 is included in the notes to the financial statements, as described in ASC

230-10-45-24A.

1211 Avenue of the Americas • New York, NY 10036 newscorp.com

Specifically, for cash flow disclosure requirements related to a discontinued operation, ASC

230-10-45-24A refers to ASC 205-20-50-5B, which states in relevant part:

“An entity shall disclose, to the

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extent not presented on the face of the financial statements as part of discontinued operations, all of the following in the notes to the financial statements: … c. Either of the following:

The total operating and investing cash flows of the discontinued operation for the periods in which the results of operations of the discontinued operation are presented in the statement where net income is reported

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We note that in the Financial Highlights section of your press release furnished on Form 8-K, you disclose Total Segment EBITDA, a non-GAAP financial measure, without the disclosure of the most comparable GAAP measure.

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Please note that under Item 10(e)(1)(i)(A) when a non-GAAP financial measure is presented, the most directly comparable financial measure calculated in accordance with GAAP must be disclosed with equal or greater prominence. Please revise accordingly. See also Instruction 2 to Item 2.02 of Form 8-K.

The Company acknowledges the Staff’s comment. We will ensure that in the future, our disclosures furnished pursuant to Item 2.02 of Form 8-K comply with the requirement under Item 10(e)(1)(i)(A) of Regulation S-K and Instruction 2 to Item 2.02 that when non-GAAP financial measures are presented, the most directly comparable financial measure presented in accordance with GAAP is presented with equal or greater prominence.

* * * * * * * *

Enclosed with this letter is a letter from the Company acknowledging its responsibilities with respect to the disclosure.

If the Staff should have any

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questions, or would like further information, concerning any of the responses above, please do not hesitate to contact the undersigned at (212) 918-8270.

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