Annual Report
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Appendix 4E Preliminary final report Name of entity NEWS CORPORATION ABN or equivalent company reference Financial year ended ARBN: 163 882 933 30 June, 2014 Results for announcement to the market US$ million Revenues down $317 million (-4%) to 8,574 Net income down $267 million (-53%) to 239 News Corporation, a Delaware corporation (the “Company”), was originally formed on December 11, 2012 as New Newscorp LLC to hold certain businesses of its former parent company, Twenty-First Century Fox, Inc. (formerly named News Corporation) (“21st Century Fox”) consisting of newspapers, information services and integrated marketing services, digital real estate services, book publishing, digital education and sports programming and pay-TV distribution in Australia. News Corporation was subsequently converted to New Newscorp Inc, a Delaware corporation, on June 11, 2013. On June 28, 2013, the Company completed the separation of its businesses (the “Separation”) from 21st Century Fox. As of the effective time of the Separation, all of the outstanding shares of the Company were distributed to 21st Century Fox stockholders based on a distribution ratio of one share of Company Class A or Class B Common Stock for every four shares of 21st Century Fox Class A or Class B Common Stock, respectively, held of record as of June 21, 2013. Following the Separation, the Company’s Class A and Class B Common Stock began trading independently on The NASDAQ Global Select Market under the trading symbols “NWSA” and “NWS,” respectively. CHESS Depositary Interests representing the Company’s Class A and Class B Common Stock also trade on the Australian Securities Exchange under the trading symbols “NWSLV” and “NWS,” respectively. In connection with the Separation, the Company assumed the name “News Corporation.” Dividends No dividends have been paid or declared with respect to the current financial year. The Company expects to pay regular cash dividends in the future, though the timing, declaration, amount and payment of future dividends to stockholders will fall within the discretion of its 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 and other factors that the Board of Directors deems relevant. The Board of Directors cannot provide any assurances that any dividends will be declared or paid. Net tangible asset backing per share is US$14.65 and US$13.42 as of June 30, 2014 and 2013, respectively, and is based on asset values disclosed in the Consolidated Balance Sheets. Commentary on these results is contained in the attached Form 10-K for the period ended June 30, 2014. For personal use only UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 or ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35769 NEWS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 46-2950970 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1211 Avenue of the Americas, New York, New York 10036 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (212) 416-3400 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On Which Registered Class A Common Stock, par value $0.01 per share The NASDAQ Global Select Market Class B Common Stock, par value $0.01 per share The NASDAQ Global Select Market Class A Preferred Stock Purchase Rights The NASDAQ Global Select Market Class B Preferred Stock Purchase Rights The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None (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 of 1933. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È 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 È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ‘ No È As of December 27, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofFor personal use only the registrant’s Class A Common Stock, par value $0.01 per share, held by non-affiliates was approximately $6,673,268,817, based upon the closing price of $17.73 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 $2,137,586,380, based upon the closing price of $17.68 per share as quoted on The NASDAQ Stock Market on that date. As of August 8, 2014, 379,404,735 shares of Class A Common Stock and 199,630,240 shares of Class B Common Stock were outstanding. 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 2014 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. TABLE OF CONTENTS Page PART I ITEM 1. Business ................................................................... 1 ITEM 1A. Risk Factors ................................................................ 17 ITEM 1B. Unresolved Staff Comments ................................................... 29 ITEM 2. Properties .................................................................. 29 ITEM 3. Legal Proceedings ........................................................... 30 ITEM 4. Mine Safety Disclosures ...................................................... 34 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ............................................... 35 ITEM 6. Selected Financial Data ....................................................... 36 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................................... 37 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ....................... 73 ITEM 8. Financial Statements and Supplementary Data ................................... 75 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................................................ 149 ITEM 9A. Controls and Procedures ..................................................... 149 ITEM 9B. Other Information ........................................................... 149 PART III ITEM 10. Directors, Executive Officers and Corporate Governance .......................... 150 ITEM 11. Executive Compensation ..................................................... 150 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ....................................................... 151 ITEM 13. Certain Relationships and Related Transactions, and Director Independence ......... 151 ITEM 14. Principal Accountant Fees and Services ......................................... 151 PART IV ITEM 15. Exhibits and Financial Statement Schedules ..................................... 151 Signatures .................................................................. 152 For personal use only PART I ITEM 1. BUSINESS BACKGROUND The Separation News