Twenty-First Century Fox 2007 Annual Report Download - page 93

NEWS CORPORATION
Notes to the Consolidated Financial Statements (continued)
the transactions contemplated under the Share Exchange Agreement are consummated. (See Note 3—Acquisitions, Disposals and
Other Transactions for further discussion of the Share Exchange Agreement)
Stock Repurchase Program
In June 2005, the Company announced a stock repurchase program under which the Company is authorized to acquire from time
to time up to an aggregate of $3 billion in Class A Common Stock and Class B Common Stock. In May 2006, the Company
announced that the Board had authorized increasing the total amount of the stock repurchase program to $6 billion. The Company
repurchased approximately 58 million and approximately 125 million shares during the fiscal year ended June 30, 2007 and 2006,
respectively. The remaining authorized amount at June 30, 2007, under the Company’s stock repurchase program was approx-
imately $2,149 million excluding commissions.
The repurchases will be made through open market transactions. The timing of such transactions and class of shares purchased
will depend on a variety of factors, including market conditions. The program may be suspended or discontinued at any time.
Dividends
The total dividends declared related to fiscal 2007 results were $0.12 per share of Class A Common Stock and $0.10 per share of
Class B Common Stock. In August 2007, the Company declared the final dividend on fiscal 2007 results of $0.06 per share for
Class A Common Stock and $0.05 per share for Class B Common Stock. This together with the interim dividend of $0.06 per share
of Class A Common Stock and a dividend of $0.05 per share of Class B Common Stock constitute the total dividend relating to fiscal
2007.
For the years ended June 30, 2007 2006 2005
Cash dividends paid per share
Class A $0.12 $0.13 $0.10
Class B $0.10 $0.13 $0.04
Note 13 Equity Based Compensation
News Corporation 2005 Long-Term Incentive Plan
The Company has adopted the News Corporation 2005 Long-Term Incentive Plan (the “2005 Plan”) under which equity based
compensation, including stock options, restricted stock, restricted stock units (“RSUs”) and other types of awards, may be granted.
Such equity grants under the 2005 Plan will generally vest over a four-year period and expire ten years from the date of grant. The
Company’s employees and directors are entitled to participate in the 2005 Plan. The Compensation Committee of the Board (the
“Compensation Committee”) will determine the recipients, type of award to be granted and amounts of awards to be granted
under the 2005 Plan. Stock options awarded under the 2005 Plan will be granted at exercise prices which are equal to or exceed the
market price at the date of grant. The 2005 Plan replaced the News Corporation 2004 Stock Option Plan under which no additional
stock options will be granted. The maximum number of shares of Class A Common Stock that may be issued under the 2005 Plan is
165 million shares. The remaining shares available for issuance under the 2005 Plan at June 30, 2007 were approximately 148 mil-
lion. The Company will issue new shares of Class A Common Stock for award upon exercises of stock options or vesting of stock-
settled RSUs.
The fair value of equity based compensation under the 2005 Plan will be calculated according to the type of award issued.
Stock options and Stock Appreciation Rights (“SARs”) issued under the 2005 Plan or under the NDS Group plc executive share
option schemes will be fair valued using a Black-Scholes option valuation method that uses the following assumptions: expected
volatility is based on the historical volatility of the Class A Common Stock; expected term of awards granted is derived from the his-
torical activity of the Company’s awards and represents the period of time that the awards granted are expected to be outstanding;
weighted average risk-free interest rate is an average of the interest rates of U.S. government bonds with similar lives on the dates of
the stock option grants; and dividend yield was calculated as an average of a ten year history of the Company’s yearly dividend div-
ided by the fiscal year’s closing stock price.
RSU awards are grants that entitle the holder to shares of Class A Common Stock or the value of shares of Class A Common
Stock as the award vests, subject to the 2005 Plan and such other terms and conditions as the Compensation Committee may
establish. RSUs issued under the 2005 Plan are fair valued based upon the fair market value of Class A Common Stock on the grant
date. Any person who holds RSUs shall have no ownership interest in the shares of Class A Common Stock to which such RSUs relate
until and unless shares of Class A Common Stock are delivered to the holder. All shares of Class A Common Stock reserved for can-
celled or forfeited stock-based compensation awards or for awards that are settled in cash become available for future grants. Cer-
tain RSU awards are settled in cash and are subject to terms and conditions of the 2005 Plan and such other terms and conditions as
the Compensation Committee may establish. During the fiscal years ended June 30, 2007 and 2006, the Company issued
1.8 million and 16.2 million RSUs, respectively, which primarily vest over four years. Outstanding RSUs as of June 30, 2007 and
June 30, 2006 are payable in shares of the Class A Common Stock, upon vesting, except for approximately 2.3 million RSUs that will
be settled in cash. During the fiscal years ended June 30, 2007 and June 30, 2006, approximately 4,583,000 and 295,000 RSUs
vested, of which approximately 3,632,000 and 125,000 were settled in stock and 951,000 and 170,000 were settled in cash,
respectively.
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