Twenty-First Century Fox 2013 Annual Report Download

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Annual report
2013

Table of contents

  • Page 1
    Annual report 2013

  • Page 2

  • Page 3
    Looking forward to the future

  • Page 4
    ...unrivaled TV news coverage, and an array of satellite products and services that deliver the world like never before. Our potential to expand our Rupert Murdoch, Chairman & Chief Executive Officer, 21st Century Fox franchises outside the U.S. is limitless, and, with many international markets still...

  • Page 5
    ...both original programming and movies. At National Geographic Channels, we have reinvigorated our programming slate with hit events and shows such as BRAIN GAMES and DOOMSDAY PREPPERS. In 2013, Fox News celebrated its eleventh consecutive year as America's most-watched cable news network. Despite its...

  • Page 6
    .... In 2013, Filmed Entertainment drove more than $8.6 billion in revenue - an all-time high - and OIBDA of $1.3 billion. In Europe, our satellite television operations continue to flourish. In January, we raised our stake in Sky Deutschland to 55%, and now consolidate the Company's earnings. Sky...

  • Page 7
    ... No.) 26-0075658 10036 1211 Avenue of the Americas, New York, New York (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 852-7000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange On...

  • Page 8
    ... IV Item 15. Exhibits and Financial Statement Schedules ...Signatures ...166 167 Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters ...Certain Relationships and Related...

  • Page 9
    ..., 2013, the Company completed the separation of its business into two independent publicly traded companies (the "Separation") by distributing to its stockholders shares of the new News Corporation ("News Corp"). The Company retained its interests in a global portfolio of cable, broadcast, film, pay...

  • Page 10
    ... media and entertainment company, which manages and reports its businesses in the five segments described below. Cable Network Programming The Company produces and licenses news, business news, sports, general entertainment and movie programming for distribution primarily through cable television...

  • Page 11
    ... and showcases the television premieres of theatrical motion pictures, which in 2013-2014 will include True Grit, X-Men: First Class and Captain America, among others. The Company also produces and distributes FX HD, a 24-hour national programming service produced and distributed in high definition...

  • Page 12
    ... U.S. and international action sports events and competitions, as well as original series and specials about top athletes. In August 2013, FUEL TV will become Fox Sports 2, a multi-sports national cable network featuring live events from the UFC and NASCAR, along with rugby, Australian Football...

  • Page 13
    ... media and sponsorship rights of the Dutch Premier League. The remaining 49% of EMM is owned by the Dutch Premier League and the global TV production company Endemol. FIC owns Fox Pan American Sports LLC, doing business as Fox Sports Latin America ("FSLA"), an international sports programming...

  • Page 14
    ... channel STAR Jalsha, the Bengali movie channel Jalsha Movies, the Marathi general entertainment channel STAR Pravah and the South Indian languages general entertainment channels Asianet, Suvarna and Vijay TV. In April 2012, STAR India acquired media rights to the BCCI Domestic and International...

  • Page 15
    ... Stock Exchange in November 2011. PT Visi Media Asia Tbk owns and operates television channels and an online news portal, all of which are targeted at audiences in Indonesia. Competition General. Cable network programming is a highly competitive business. Cable networks compete for distribution...

  • Page 16
    ... of distribution rights to movie and series programming. National Geographic U.S. National Geographic Channel and Nat Geo Wild face competition for viewers and advertising from a number of basic cable and broadcast television channels, such as Discovery Channel, History Channel, Animal Planet...

  • Page 17
    ... Stations. Unless otherwise noted, all stations are FOX Affiliates. Fox Television Stations Digital Channel Percentage of U.S. Television Households Reached (1) DMA/Rank Station Type New York, NY ...Los Angeles, CA ...Chicago, IL ...Philadelphia, PA ...Dallas, TX ...Boston, MA ...Washington, DC...

  • Page 18
    ... provided by Worldlink Ventures ("Worldlink"), a media sales firm. FOX's agreement with Worldlink extends through the 2014-2015 broadcast season. FOX's prime-time line-up is intended to appeal primarily to target audiences of 18 to 49-year old adults, the demographic group that advertisers seek...

  • Page 19
    ...media worldwide, excluding a number of international territories with respect to television rights. Among its fiscal 2014 releases, TCFF currently expects to distribute three New Regency films. In fiscal 2013, the Company entered into an arrangement to distribute new release animated motion pictures...

  • Page 20
    ...iv) distribution of motion pictures for exhibition on free television networks, other broadcast program services, independent television stations and basic cable programming services, including certain services which are affiliates of the Company. The Company does not always have rights in all media...

  • Page 21
    ...motion pictures in international markets for exhibition on free television networks, including basic cable programming services, both to independent third party broadcasters as well as to services operated by affiliated entities of the Company. Competition. Motion picture production and distribution...

  • Page 22
    ... the Company's library of television and film assets, and first-run programming produced by its production companies for sales to local stations, including stations owned and operated by the Company, as well as to basic cable networks. First-run programs distributed by Twentieth Television include...

  • Page 23
    ... movies and SKY Italia's original programming, such as SKY TG 24, Italy's first 24-hour news channel. As of June 30, 2013, SKY Italia had approximately 4.76 million subscribers. Sky Deutschland In January 2013, the Company increased to 55% its ownership in Sky Deutschland, the leading pay television...

  • Page 24
    ... Channel [V] China channels primarily in China on a free-to-air basis to local cable operators in southern China and three-star and above hotels and other approved organizations and institutions, and sells television, new media, home video and other rights to its extensive contemporary Chinese film...

  • Page 25
    ...of foreign satellite channels, such as STAR India's channels, are permitted, subject to licensing requirements and compliance with local applicable laws, including programming and advertisement codes. The Indian government requires that all film and media content, whether produced in India or abroad...

  • Page 26
    ... satellite and cable television industry. These regulations vary in each country as does their impact on the Company's business. In Argentina, the government has required pay TV operators to carry certain government operated channels, imposed restrictions on the ability to effectuate price increases...

  • Page 27
    ... with the Media Law increases the cost of doing business in the form of production/acquisition costs as well as third party administrative and legal expenses. Europe. The sectors in which the Company operates in Europe are subject to both general competition laws and sector specific regulation...

  • Page 28
    ...eleven other major broadcast station group owners formed Mobile Content Venture ("MCV"), a joint venture to develop a new national mobile content service utilizing the stations' digital broadcast spectrum. MCV launched DyleTM mobile television service in 35 markets at the end of 2012. It is expected...

  • Page 29
    ... television stations. On April 18, 2012, the Company announced that it had suspended 50% of the voting rights of the Class B Common Stock held by non-U.S. stockholders in order to maintain compliance with U.S. law. As of April 2013, the suspension of voting rights of shares of Class B Common Stock...

  • Page 30
    ... broadcast networks in the 25 largest markets to carry 50 hours of prime time or children's programming per calendar quarter with video descriptions, i.e., a verbal description of key visual elements inserted into natural pauses in the audio and broadcast over a separate audio channel. Cable and...

  • Page 31
    ...this ratings information available for all full-length entertainment programs that stream on websites the Company controls. FCC regulations governing network affiliation agreements mandate that television broadcast station licensees retain the right to reject or refuse network programming in certain...

  • Page 32
    ... property rights of various kinds. The Company derives value from these assets through the theatrical release of films and the production, distribution and/or licensing of its films and television programming to domestic and international television and cable networks, pay television services...

  • Page 33
    ... Operating Results to Decline Significantly in any Given Period or in Specific Markets. The Company derives substantial revenues from the sale of advertising on or in its television stations, broadcast and cable networks and direct broadcast satellite services. Expenditures by advertisers tend to be...

  • Page 34
    ... future, in advertising revenue and/or the expected popularity of the programming for which the Company has acquired rights could lead to a downward revision in the fair value of certain reporting units, particularly those in the Television and Cable Network Programming segments. A downward revision...

  • Page 35
    ...'s Ability to Protect Its Intellectual Property Rights. Content piracy and signal theft present a threat to the Company's revenues from products and services, including, but not limited to, films, television shows, cable and other programming. The Company seeks to limit the threat of content piracy...

  • Page 36
    ... and the desire to see motion pictures in theaters, which could negatively affect the Company's revenues. The Company's failure to protect and exploit the value of its content, while responding to and developing new technology and business models to take advantage of advancements in technology and...

  • Page 37
    ... Tax Liability. The Company received (i) a private letter ruling from the IRS substantially to the effect that, among other things, the distribution of Class A Common Stock and Class B Common Stock of News Corp qualifies as tax-free under Sections 368 and 355 of the Internal Revenue Code of 1986, as...

  • Page 38
    ... the Company would recognize gains on the internal reorganization and/or recognize gain in an amount equal to the excess of the fair market value of shares of the News Corp common stock distributed to our stockholders on the distribution date over our tax basis in such shares of our common stock. We...

  • Page 39
    .../ or as directors of News Corp, including our Chairman and Chief Executive Officer K. Rupert Murdoch, who serves as News Corp Executive Chairman, and our Group General Counsel Gerson Zweifach, who serves as News Corp's General Counsel. This ownership or service to both companies may create, or may...

  • Page 40
    ...of Shine America in Los Angeles, California; (c) The leased and owned U.S. headquarters of the Company, located in New York, New York which includes home offices for Fox News and Fox Television Stations and various other operations; (d) The leased office and production facilities of Blue Sky Studios...

  • Page 41
    ... Laborers Pension Fund v. News Corporation, was filed in the Delaware Court of Chancery. The plaintiff requested the Company's books and records to investigate alleged possible breaches of fiduciary duty by the directors of the Company in connection with the Company's purchase of Shine (the "Shine...

  • Page 42
    ... as officers arising from a purported failure to investigate illegal conduct in the NoW Matter and allegedly permitting the Company to engage in a cover up; and against James Murdoch for breach of fiduciary duty for allegedly engaging in a cover up related to the NoW Matter. The class action claim...

  • Page 43
    ... by temporarily suspending 50% of the voting rights of the Class B shares held by non-U.S. stockholders to remain in compliance with U.S. governing broadcast licenses (the "Suspension"), the Company and the Board violated the Company's charter and the General Corporation Law of the State of Delaware...

  • Page 44
    ... of voting rights to Class A shareholders, the appointment of a conservator over the Company to oversee the Company's responses to investigations and litigation related to the NoW Matter, fees and costs. On August 10, 2011, a purported shareholder of the Company filed a derivative action captioned...

  • Page 45
    ..., officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp (the "Indemnity"). As of June 30, 2013, the Company recognized approximately $40 million related to the fair value of amounts accrued by News Corp as of the date of the Separation which...

  • Page 46
    ... or similar result could damage the Company's reputation, impair its ability to conduct its business and adversely affect its results of operations and financial condition. Other The Company's operations are subject to tax in various domestic and international jurisdictions and as a matter of course...

  • Page 47
    ...the reported high and low sales prices as reported on NASDAQ for the Class A Common Stock and Class B Common Stock of the former News Corporation which on June 28, 2013 completed the Separation and was re-named TwentyFirst Century Fox, Inc.: Class B Common Stock Low Dividend (a) Class A Common Stock...

  • Page 48
    ... is a summary of the Company's purchases of its Class A Common Stock during the fiscal year ended June 30, 2013: Total Number of Shares Purchased Average Price per Share Total Cost of Purchase (in millions) Total first quarter fiscal 2013 ...Total second quarter fiscal 2013 ...Total third quarter...

  • Page 49
    ...97 $ (1.29) Diluted income (loss) attributable to Twenty-First Century Fox, Inc. stockholders per share ...$ 3.03 $ 0.47 $ 1.04 $ 0.97 $ (1.29) Cash dividend per share ...$ 0.170 $ 0.180 $ 0.150 $ 0.135 $ 0.120 As of June 30, 2013 2012 2011 (in millions) 2010 2009 BALANCE SHEET DATA: Cash and cash...

  • Page 50
    ... shares of the new News Corporation ("News Corp"). The Company retained its interests in a global portfolio of media and entertainment assets spanning six continents. News Corp holds the Company's former businesses including newspapers, information services and integrated marketing services, digital...

  • Page 51
    ... as corporate overhead and eliminations. The Company is a diversified global media and entertainment company, which manages and reports its businesses in the following five segments: • Cable Network Programming, which principally consists of the production and licensing of programming distributed...

  • Page 52
    .... STAR's owned and affiliated channels are distributed in the following countries and regions: India; Greater China; Indonesia; the rest of South East Asia; Pakistan; the Middle East and Africa; the United Kingdom and Europe; and North America. Generally, the Company's cable networks, which target...

  • Page 53
    ... Company to regulatory review or investigation, fines, adverse publicity or other sanctions, including the loss of station licenses. Filmed Entertainment The Filmed Entertainment segment derives revenue from the production and distribution of live-action and animated motion pictures and television...

  • Page 54
    ... (in the case of SKY Italia) and Germany and Austria (in the case of Sky Deutschland). The DBS segment derives revenues principally from subscriber fees. The Company believes that the quality and variety of programming, audio and interactive programming including personal video recorders, quality of...

  • Page 55
    ...the collective media and sponsorship rights of the Dutch Premier League. The remaining 49% of EMM is owned by the Dutch Premier League and the global TV production company Endemol. In November 2012, the Company acquired the remaining 50% interest in ESPN STAR Sports, now operating as Fox Sports Asia...

  • Page 56
    ... of Sky Deutschland and higher programming costs while the increase at the Cable Network Programming segment was primarily due to the consolidations of Fox Sports Asia and FSLA, the acquisition of EMM, new cricket contracts in India and the launch of new channels. The increase at the Filmed...

  • Page 57
    ...Fox Sports Asia and FSLA and the acquisition of EMM. Goodwill impairment and restructuring charges-During fiscal 2013 and fiscal 2012, the Company recorded non-cash goodwill impairment charges of $35 million and $201 million, respectively, related to the sale of a business in its Digital Media Group...

  • Page 58
    ... Asia transaction (a) ...Gain on Phoenix Satellite Television transaction (b) ...Loss on the sale of Baltimore station (a) ...Gain on FSLA transaction (a) ...Gain on Hathway Cable transaction (b) ...BSkyB termination fee (b) ...Change in fair value of securities (b) ...Other ...Total Other, net...

  • Page 59
    ... 96% For the year ended June 30, 2013 Segment Revenues OIBDA (in millions) Cable Network Programming ...$10,881 $4,177 Television ...4,860 855 Filmed Entertainment ...8,642 1,308 Direct Broadcast Satellite Television ...4,439 397 Other, Corporate and Eliminations ...(1,147) (476) Total ...$27,675...

  • Page 60
    ... ...Television ...Filmed Entertainment ...Direct Broadcast Satellite Television ...Other, Corporate and Eliminations ...Total ... $9,324 $3,549 4,803 791 8,363 1,312 3,740 561 (1,179) (456) $25,051 $5,757 Cable Network Programming (39% and 37% of the Company's consolidated revenues in fiscal 2013...

  • Page 61
    ..., advertising and subscription revenues. SKY Italia had a net decrease of approximately 146,000 subscribers during fiscal 2013, which decreased SKY Italia's total subscriber base to 4.8 million at June 30, 2013, reflecting the continued challenging economic environment in Italy. The total churn...

  • Page 62
    .... For the fiscal year ended June 30, 2013, revenues related to business activities at the Other, Corporate and Eliminations segment decreased as compared to fiscal 2012, due to the exclusion of revenues from the disposition of the Company's digital media businesses in the third quarter of fiscal...

  • Page 63
    ... increase at the Cable Network Programming segment primarily due to higher programming costs. Selling, general and administrative expenses decreased 1% for the fiscal year ended June 30, 2012 as compared to fiscal 2011, primarily due to decreased expenses at the Other, Corporate and Eliminations...

  • Page 64
    ... related to the pending sale of a business in its Digital Media Group below its carrying value. In fiscal 2011, the Company performed an interim impairment assessment of the Digital Media Group reporting unit's goodwill. As a result of the review performed, the Company recorded a non-cash goodwill...

  • Page 65
    ... lower forecasted revenues from certain businesses utilizing various trade names owned by News Corp's newspaper operations. The charges also reflected the expected sale of certain assets at a value below their carrying value. For the fiscal year ended June 2011, the Company recorded net income from...

  • Page 66
    ... 44% For the year ended June 30, 2012 Segment Revenues OIBDA (in millions) Cable Network Programming ...$ 9,324 $3,549 Television ...4,803 791 Filmed Entertainment ...8,363 1,312 Direct Broadcast Satellite Television ...3,740 561 Other, Corporate and Eliminations ...(1,179) (456) Total ...$25,051...

  • Page 67
    ... at the Company's television stations due to the non-renewal of series. The absence of programming costs related to the broadcast of the Super Bowl was offset by higher programming and marketing costs in support of the launch of the new series and increases in other sports programming rights. Filmed...

  • Page 68
    ... by lower film production costs primarily due to lower marketing and releasing costs. Selling, general and administrative expenses increased by approximately $210 million primarily due to the inclusion of expenses related to Shine. Direct Broadcast Satellite Television (15% and 16% of the Company...

  • Page 69
    ... the Company's liquidity position include the following: investments in the production and distribution of new feature films and television programs; the acquisition of and payments under programming rights for entertainment and sports programming; operational expenditures including employee costs...

  • Page 70
    ... and Class B Common Stock constitute the total dividend relating to fiscal 2013. Based on the number of shares outstanding as of June 30, 2013, the total aggregate cash dividends expected to be paid to stockholders in fiscal 2014 is approximately $580 million. Sources and Uses of Cash-Fiscal 2012 vs...

  • Page 71
    ... segment was due to the absence of the Super Bowl. The increase in the Cable Programming segment was due to higher affiliate receipts and the increase in the Filmed Entertainment segment was due to higher licensing of television product. Net cash used in investing activities for the fiscal years...

  • Page 72
    ...(b) (c) (d) See Note 11 to the Consolidated Financial Statements of Twenty-First Century Fox for information with respect to borrowings. In January 2013, Sky Deutschland, a majority owned subsidiary of the Company, entered into a credit agreement with major financial institutions that NAI and the...

  • Page 73
    ...in the total amounts committed of $2.4 billion, are $225 million of office facilities that have been sub-leased to News Corp. Under the Company's contract with the NFL, remaining future minimum payments for program rights to broadcast certain football games are payable over the remaining term of the...

  • Page 74
    ... upon the future cost of retiree medical benefits under the Company's pension plans. The Company expects its net OPEB payments to not be material in 2014. (See Note 17 to the Consolidated Financial Statements of Twenty-First Century Fox for further discussion of the Company's pension and OPEB...

  • Page 75
    ..., expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp (the "Indemnity"). Upon Separation, the parentsubsidiary relationship between the Company and News Corp no longer exists...

  • Page 76
    ... updates such estimates based on information available on the actual results of each film through its life cycle. License agreements for the broadcast of theatrical and television product in the broadcast network, syndicated television and cable television markets are routinely entered into...

  • Page 77
    .... Intangible Assets The Company has a significant amount of intangible assets, including goodwill, film and television libraries, FCC licenses, and other copyright products and trademarks. Intangible assets acquired in business combinations are recorded at their estimated fair value at the date of...

  • Page 78
    ... Media Group below its carrying value. The business was subsequently sold in fiscal 2013. As a result of the fiscal 2013 annual impairment review performed, the Company did not record an impairment charge during the fiscal year ended June 30, 2013. The Company determined there are no reporting...

  • Page 79
    ... discount rates, expected return on plan assets, future compensation and other actuarial assumptions. The Company maintains defined benefit pension plans covering a significant number of its employees and retirees. The primary plans are closed to new participants. In connection with the Separation...

  • Page 80
    ...are being systematically recognized in future net periodic pension expense in accordance with ASC 715, "Compensation-Retirement Benefits." Unrecognized losses in excess of 10% of the greater of the market-related value of plan assets or the plans' projected benefit obligation are recognized over the...

  • Page 81
    ... in fair market value for these financial instruments from an adverse 10% change in quoted interest rates across all maturities, often referred to as a parallel shift in the yield curve, would be approximately $865 million at June 30, 2013. Stock Prices The Company has common stock investments in...

  • Page 82
    ... did not represent significant concentrations of credit risk at June 30, 2013 or June 30, 2012 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...

  • Page 83
    ... TWENTY-FIRST CENTURY FOX, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management's Report on Internal Control Over Financial Reporting ...Reports of Independent Registered Public Accounting Firm ...Consolidated Statements of Operations for the fiscal years ended June 30, 2013, 2012 and...

  • Page 84
    ..., including the Company's principal executive officer and principal financial officer, conducted an assessment of the effectiveness of Twenty-First Century Fox, Inc.'s internal control over financial reporting as of June 30, 2013, based on criteria for effective internal control over financial...

  • Page 85
    ... is to express an opinion on the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain...

  • Page 86
    ... have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Twenty-First Century Fox, Inc.'s internal control over financial reporting as of June 30, 2013, based on criteria established in the Internal Control-Integrated Framework issued by the...

  • Page 87
    TWENTY-FIRST CENTURY FOX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) For the years ended June 30, 2013 2012 2011 Revenues ...$ 27,675 $ 25,051 $ 24,232 Operating expenses ...(17,496) (15,663) (15,745) Selling, general and administrative ...(4,007) (3,719) (3,...

  • Page 88
    ...-FIRST CENTURY FOX, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN MILLIONS) For the years ended June 30, 2013 2012 2011 Net Income ...Other comprehensive (loss) income: Foreign currency translation adjustments ...Unrealized holding (losses) gains on securities ...Benefit plan adjustments...

  • Page 89
    ...Class A common stock, $0.01 par value per share, 6,000,000,000 shares authorized, 1,517,670,765 shares and 1,584,519,372 shares issued and outstanding, net of 123,687,371 and 1,775,983,637 treasury shares at par at June 30, 2013 and 2012, respectively. Class B common stock, $0.01 par value per share...

  • Page 90
    ... Borrowings ...Repayment of borrowings ...Issuance of shares ...Repurchase of shares ...Dividends paid ...Purchase of subsidiary shares from noncontrolling interest ...Sale of subsidiary shares to noncontrolling interest ...Distribution to News Corporation ...Net cash (used in) provided by financing...

  • Page 91
    ...redeemable noncontrolling interests for the fiscal years ended June 30, 2013, 2012 and 2011, respectively. Shares repurchased are retired. The fiscal 2013 change includes the fair value of the Company's noncontrolling interest in Sky Deutschland. The accompanying notes are an integral part of these...

  • Page 92
    ... Segment Information) Twenty-First Century Fox is a diversified global media and entertainment company, which manages and reports its businesses in five segments: Cable Network Programming, which principally consists of the production and licensing of programming distributed through cable television...

  • Page 93
    ... a Twenty-First Century Fox entity or interest is a variable interest entity ("VIE") and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The Company's majority owned subsidiary, Sky Deutschland AG ("Sky Deutschland") is considered a VIE...

  • Page 94
    ... an individual film or network series based on the ratio that fiscal 2013's gross revenues bear to management's estimate of total remaining ultimate gross revenues. Television production costs incurred in excess of the amount of revenue contracted for each episode in the initial market are expensed...

  • Page 95
    ... for airing. Television broadcast network and original cable programming are amortized on an accelerated basis. The Company has single and multi-year contracts for broadcast rights of programs and sporting events. At the inception of these contracts and at least annually, the Company evaluates the...

  • Page 96
    ... investments if readily determinable market values are available. If an investment's fair value is not readily determinable, the Company accounts for its investment at cost. The Company reports available-for-sale investments at fair value based on quoted market prices. Unrealized gains and losses...

  • Page 97
    ... to allow for any anticipated recovery in market value and other factors influencing the fair market value, such as general market conditions. The Company regularly reviews available-for-sale investment securities for other-than-temporary impairment based on criteria that include the extent to...

  • Page 98
    ... made available for sale by retailers and all Company-imposed restrictions on the sale of DVD and Blu-ray units have expired. License agreements for the broadcast of theatrical and television product in the broadcast network, syndicated television and cable television markets are routinely entered...

  • Page 99
    ... time the Company distributes the related programming. Contracts with vendors are generally multi-year agreements that provide for the Company to make payments at agreed upon rates based on the number of subscribers. Subscriber acquisition costs in the Direct Broadcast Satellite Television segment...

  • Page 100
    ...per share ("Class A Common Stock"), and Class B common stock, par value $0.01 per share ("Class B Common Stock") is calculated by dividing Net income (loss) attributable to Twenty-First Century Fox stockholders by the weighted average number of shares of Class A Common Stock and Class B Common Stock...

  • Page 101
    ... be unnecessary. In the second quarter of fiscal 2013, the Company adopted ASU 2012-07, "Accounting for Fair Value Information That Arises after the Measurement Date and Its Inclusion in the Impairment Analysis of Unamortized Film Costs" ("ASU 2012-07"), which would have the effect of incorporating...

  • Page 102
    ... when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets or a business within a foreign entity. ASU 2013-05 is effective for the Company for interim reporting periods beginning July 1, 2014...

  • Page 103
    ... collective media and sponsorship rights of the Dutch Premier League. The remaining 49% of EMM, which is owned by the Dutch Premier League and the global TV production company Endemol, has been recorded at its acquisition date fair value. In accordance with ASC 350, the excess purchase price, based...

  • Page 104
    ..., an international sports programming and production entity, which owns and operates Fox Sports Latin America network, a Spanish and Portuguese-language sports network distributed to subscribers in certain Caribbean and Central and South American nations, and partially through its ownership in FSLA...

  • Page 105
    ... 2010, the Company formed a joint venture with China Media Capital ("CMC"), a media fund in China, to explore new growth opportunities. The Company transferred the equity and related assets of its STAR China business along with the Fortune Star Chinese movie library with a combined market value of...

  • Page 106
    ... programming and pay-TV distribution in Australia. The Company completed the Separation by distributing to its stockholders one share of News Corp Class A common stock for every four shares of the Company's Class A common stock held on June 21, 2013, and one share of News Corp Class B common stock...

  • Page 107
    ..."). In general, the Employee Matters Agreement addresses matters relating to employees transferring to News Corp's U.S. businesses and former News Corp employees of those businesses that participated in the Company's retirement plans (including postretirement benefits) and welfare programs, which...

  • Page 108
    ...FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Revenues and income from discontinued operations related to News Corp were as follows: For the years ended June 30, 2013 2012 2011 (in millions) Revenues ...Income (loss) before income tax (expense) benefit ...Income...

  • Page 109
    ... income approach valuation method were discount rates ranging from 9.5% to 10.5%, based on weighted average cost of capital for FOX SPORTS Australia and Foxtel using the capital asset pricing model, and long-term growth rates of approximately 2.5%, reflecting News Corp's assessment of the long-term...

  • Page 110
    ... million, of which $115 million related to the Company's digital media properties resulting from an organizational restructuring to align resources more closely with business properties and consisted of facility related costs of $95 million, termination benefits of $18 million and other associated...

  • Page 111
    TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Changes in the program liabilities were as follows: One time termination benefits Facility related costs Total continuing Other costs operations (in millions) Discontinued operations Total Balance, June 30, ...

  • Page 112
    ... As of June 30, 2013 2012 (in millions) Programming rights ...DVDs, Blu-rays, and other merchandise ...Filmed entertainment costs: Films: Released ...Completed, not released ...In production ...In development or preproduction ...Television productions: Released ...In production ...In development or...

  • Page 113
    ... in British Sky Broadcasting Group plc ("BSkyB") had a market value of $7,515 million at June 30, 2013 and was valued using the quoted market price (a Level 1 measurement as described in Note 8-Fair Value). For the fiscal years ended June 30, 2013 and 2012, the Company received dividends from BSkyB...

  • Page 114
    ... purchases, for a price equal to the price paid by BSkyB in respect of the relevant market purchases. BSkyB began repurchasing shares as part of this share repurchase program during the second quarter of fiscal 2012. As a result, during the fiscal years ended 2013 and 2012 the Company received cash...

  • Page 115
    ... investment in Sky Deutschland under the equity method of accounting and the Company's investment consisted of common stock, convertible bonds and loans. In addition, the Company has guaranteed Sky Deutschland's new â,¬300 million (approximately $400 million) five-year bank credit facility, of which...

  • Page 116
    ...., a digital media company, and the Company accounts for this investment at cost. Impairments of cost method investments The Company regularly reviews cost method investments for impairments based on criteria that include the extent to which the investment's carrying value exceeds its related market...

  • Page 117
    ...value on a recurring basis: Fair Value Measurements As of June 30, 2013 Quoted Prices in Active Markets Significant for Identical Other Instruments Observable (Level 1) Inputs (Level 2) (in millions) Description Total Significant Unobservable Inputs (Level 3) Assets Available-for-sale securities...

  • Page 118
    ... noncontrolling interests recorded at fair value are put arrangements held by the noncontrolling interests in two of the Company's majority-owned RSNs and in one of the Company's Asian general entertainment television joint ventures. The Company utilizes the market, income or cost approaches or...

  • Page 119
    ... the cost for producing or acquiring films and television programming abroad. The notional amount of foreign exchange forward contracts with foreign currency risk outstanding at June 30, 2013 and 2012 was $578 million and $294 million, respectively. As of June 30, 2013 and 2012, the fair values of...

  • Page 120
    ... of $35 million reflecting the pending sale of a business in its Digital Media Group below its carrying value. The business was subsequently sold in fiscal 2013. During the fourth quarter of fiscal 2013, the Company completed its annual impairment review of goodwill and indefinite-lived intangible...

  • Page 121
    ... Discontinued Assets, Operations Net (a) Net (b) Operations Operations Net (in millions) Other Balance, June 30, 2012 ...$2,404 $1,025 Acquisitions ...60 - Foreign exchange ...- - Amortization ...- - Dispositions ...(66) - Separation of News Corp ...- - Balance, June 30, 2013 ...$2,398 $1,025...

  • Page 122
    ... 2013 was primarily due to the consolidation of Sky Deutschland at the Direct Broadcast Satellite Television segment and the consolidation of Fox Sports Asia and the acquisitions of EMM and SportsTime Ohio at the Cable Network Programming segment. Annual Impairment Review The Company's goodwill...

  • Page 123
    ...are based on actual historical performance in each market and estimates of future performance in each market. Fiscal 2013 and 2012 During fiscal 2012, the Company recorded a non-cash goodwill impairment charge of $201 million reflecting the pending sale of a business in its Digital Media Group below...

  • Page 124
    ...-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (a) In January 2013, Sky Deutschland, a majority owned subsidiary of the Company, entered into a credit agreement, with major financial institutions, that News America Incorporated ("NAI"), a wholly-owned subsidiary...

  • Page 125
    ... on the film is based on total estimated ultimate revenues. During fiscal 2013, the Company entered into a new cofinancing arrangement with a new investor group for a five year term for production through December 31, 2017, with the option to extend. In addition, the Company bought out the ownership...

  • Page 126
    .... The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.01 per share. The Board has the authority, without any further vote or action by the stockholders, to issue preferred stock in one or more series and to fix the number of shares, designations, relative rights...

  • Page 127
    TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) provided in the rights agreement), a number of shares of the Company's voting or non-voting common stock, as applicable, having a then-current market value of twice the exercise price, and in the event of a ...

  • Page 128
    ..., or by any other corporation organized under the laws of a foreign country. The Company owns broadcast station licensees in connection with its ownership and operation of U.S. television stations. As of April 2013, the suspension of voting rights of shares of Class B Common Stock held by non...

  • Page 129
    ... will be settled in, or by reference to, the Company's Class A Common Stock, as adjusted to reflect the Separation. Approximately 1 million shares that vest prior to December 31, 2013 are held by News Corp employees. All other equity based awards that have a vesting, payment or expiration date, as...

  • Page 130
    ... and conditions as the Compensation Committee may establish. Certain executives, who are not named executive officers of the Company, responsible for various business units within the Company had the opportunity to earn a grant of RSUs under the 2005 Plan in fiscal 2013, 2012 and 2011. These awards...

  • Page 131
    ... intrinsic value of unvested RSUs and target PSUs at June 30, 2013 was approximately $522 million. 2004 Stock Option Plan and 2004 Replacement Stock Option Plan As a result of the Company's reorganization in November 2004, all preferred limited voting ordinary shares which the Company issued stock...

  • Page 132
    ... 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 divided by the fiscal year's closing stock price. The exercise prices for the stock options issued prior...

  • Page 133
    ... subsidiary, from Mr. K.R. Murdoch, the Company's Chairman and CEO. Mr. K.R. Murdoch initially was issued the Preferred Stock in connection with the Company's first acquisition of broadcast television stations in the U.S., at a time when the Company was domiciled in Australia. The Preferred Stock...

  • Page 134
    ...the final cash distribution to News Corp. Rotana The Company currently has an approximate 19% interest in Rotana Holding FZ-LLC ("Rotana"), which operates a diversified film, television, audio, advertising and entertainment business across the Middle East and North Africa. A significant stockholder...

  • Page 135
    ...in the total amounts committed of $2.4 billion, are $225 million of office facilities that have been sub-leased to News Corp. Under the Company's contract with the NFL, remaining future minimum payments for program rights to broadcast certain football games are payable over the remaining term of the...

  • Page 136
    ... Laborers Pension Fund v. News Corporation, was filed in the Delaware Court of Chancery. The plaintiff requested the Company's books and records to investigate alleged possible breaches of fiduciary duty by the directors of the Company in connection with the Company's purchase of Shine (the "Shine...

  • Page 137
    ...Company failed in their duty of oversight regarding the NoW Matter. On July 15, 2011, another purported stockholder of the Company filed a derivative action captioned Massachusetts Laborers' Pension... the buyback of Class B shares, damages, pre- and post-judgment interest, fees and costs. The...

  • Page 138
    ... by temporarily suspending 50% of the voting rights of the Class B shares held by non-U.S. stockholders to remain in compliance with U.S. governing broadcast licenses (the "Suspension"), the Company and the Board violated the Company's charter and the General Corporation Law of the State of Delaware...

  • Page 139
    ... Hearing, and Right to Appear, which has been distributed to holders of the Company's Class B Common Stock in accordance with the Scheduling Order. At a hearing held on April 26, 2013, the Court approved the settlement and dismissed the action with prejudice. Southern District of New York On July 18...

  • Page 140
    ... of voting rights to Class A shareholders, the appointment of a conservator over the Company to oversee the Company's responses to investigations and litigation related to the NoW Matter, fees and costs. On August 10, 2011, a purported shareholder of the Company filed a derivative action captioned...

  • Page 141
    ..., expenses and costs relating to employees who are not (i) directors, officers or certain designated employees or (ii) with respect to civil matters, co-defendants with News Corp (the "Indemnity"). Upon Separation, the parentsubsidiary relationship between the Company and News Corp no longer exists...

  • Page 142
    ... benefit plans. The major pension plans and postretirement benefit plans are closed to new participants (with the exception of groups covered by collective bargaining agreements). In connection with the Separation of News Corp, the Company entered into an Employee Matters Agreement with News Corp...

  • Page 143
    ... Company's benefit plans: Fair value of plan assets, beginning of the year ...Actual return on plan assets ...Employer contributions ...Benefits paid ...Settlements (a) ...Foreign exchange rate changes ...Amendments, transfers and other ...Separation of News Corp plans ...Payable to News Corp plans...

  • Page 144
    ...and $3,456 million, respectively. Below is information about funded and unfunded pension plans. Unfunded Funded Plans Plans As of June 30, 2013 2012 2013 2012 (in millions) Projected benefit obligation ...Accumulated benefit obligation ...Fair value of plan assets ...(a) $1,807 1,563 1,657 $3,508...

  • Page 145
    ... CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Below is information about pension plans in which the accumulated benefit obligation exceeds fair value of the plan assets. Funded Plans Unfunded Plans As of June 30, 2013 2012 2013 2012 (in millions) Projected benefit...

  • Page 146
    ... CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The following assumed health care cost trend rates at June 30 were also used in accounting for postretirement benefits: Postretirement benefits Fiscal 2013 Fiscal 2012 Health care cost trend rate ...Rate to which the cost...

  • Page 147
    ... valued at the closing price reported on active markets in which the individual securities are traded. The fair value of corporate, government and agency obligations are valued based on a compilation of primary observable market information or a broker quote in a non-active market. The fair values...

  • Page 148
    ... 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: Pension benefits As of June 30, 2013 2012 Asset...

  • Page 149
    ...CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 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... June 30, 2013 2012 2011 (in...

  • Page 150
    ...-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The reconciliation of income tax attributable to continuing operations computed at the statutory rate to income tax expense was: For the years ended June 30, 2013 2012 2011 U.S. federal income tax rate ...(Sale...

  • Page 151
    ...net operating loss carryforwards in fiscal 2013 as compared to fiscal 2012 is primarily due to the consolidation of Sky Deutschland. Sky Deutschland has a history of net... course of business, the Company is not able to benefit foreign tax credit carryforwards. As a result, the Company has concluded ...

  • Page 152
    ... as corporate overhead and eliminations. The Company is a diversified global media and entertainment company, which manages and reports its businesses in the following five segments: • Cable Network Programming, which principally consists of the production and licensing of programming distributed...

  • Page 153
    ... Television, which consists of the distribution of programming services via satellite, cable, and broadband directly to subscribers in Italy, Germany and Austria. Other, Corporate and Eliminations, which principally consists of corporate overhead and eliminations and other businesses. The Company...

  • Page 154
    ...June 30, 2013 2012 2011 (in millions) Revenues: Cable Network Programming ...Television ...Filmed Entertainment ...Direct Broadcast Satellite Television ...Other, Corporate and Eliminations ...Total revenues ...Segment OIBDA: Cable Network Programming ...Television ...Filmed Entertainment ...Direct...

  • Page 155
    ... 64 49 398 39 $622 As of June 30, 2013 2012 (in millions) Total assets: Cable Network Programming ...Television ...Filmed Entertainment ...Direct Broadcast Satellite Television ...Other, Corporate and Eliminations ...Investments ...Discontinued operations ...Total assets ...Goodwill and intangible...

  • Page 156
    ...from customers in Italy in fiscal 2013, 2012 and 2011, respectively. Revenues include approximately $2.1 billion, $1.6 billion and $1.5 billion for fiscal 2013, 2012 and 2011 from customers in Asia. As of June 30, 2013 2012 (in millions) Long-lived assets: (a) (b) U.S. and Canada ...Europe ...Other...

  • Page 157
    ... to countries based on location of customers. Other primarily consist of Asia and South America. NOTE 20. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings per share under ASC 260, "Earnings per Share": For the years ended June 30, 2013 2012 2011 (in...

  • Page 158
    ...the Company's global media and entertainment companies, and News Corp, which holds the businesses comprising the Company's historical newspapers, information services and integrated marketing services, book publishing, digital education and sports programming and pay-TV distribution in Australia. As...

  • Page 159
    ... CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (b) The stock prices reflect the reported high and low closing sales prices for the Class A Common Stock and Class B Common Stock, as reported on The NASDAQ Global Select Market, its principal market, under the symbols...

  • Page 160
    ......Loss on sale of Baltimore station (a) ...Gain on FSLA transaction (a) ...Gain on Hathway Cable transaction (b) ...BSkyB termination fee (b) ...Gain on STAR China transaction (a) ...Loss on disposal of Fox Mobile (a) ...Loss on early extinguishment of debt (c) ...Change in fair value of securities...

  • Page 161
    ... facility (the "New Credit Agreement"), among NAI as Borrower, the Company as Parent Guarantor, the lenders named therein (the "Lenders"), the initial issuing banks named therein, JPMorgan Chase Bank, N.A. ("JPMorgan Chase") and Citibank, N.A. ("Citibank") as Co-Administrative Agents, JPMorgan Chase...

  • Page 162
    ... limitations on secured indebtedness. Fees under the New Credit Agreement will be based on the Company's long-term senior unsecured non-credit enhanced debt ratings. Given the current debt ratings, NAI pays a facility fee of 0.125% and an initial drawn cost of LIBOR plus 1.125%. The Parent Guarantor...

  • Page 163
    ...year ended June 30, 2013 (in millions) Twenty-First Reclassifications Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries Revenues ...Expenses ...Equity earnings (losses) of affiliates ...Interest expense, net ...Interest income ...Earnings...

  • Page 164
    ... Statement of Operations For the year ended June 30, 2012 (in millions) Twenty-First Reclassifications Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries Revenues ...Expenses ...Equity earnings (losses) of affiliates ...Interest expense...

  • Page 165
    ... 30, 2011 (in millions) Twenty-First Reclassifications Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries Revenues ...Expenses ...Equity earnings (losses) of affiliates ...Interest expense, net ...Interest income ...Earnings (losses) from...

  • Page 166
    ...2013 (in millions) Twenty-First News Reclassifications Century Fox America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries ASSETS: Current assets: Cash and cash equivalents ...Receivables, net ...Inventories, net... notes to supplemental guarantor information 158

  • Page 167
    ...June 30, 2012 (in millions) Twenty-First Reclassifications Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries ASSETS Current ...182 6,038 - 641 25,185 $56,663 $48,525 $47,385 $ 49,448 See notes to supplemental guarantor information 159

  • Page 168
    ... ...Repayment of borrowings ...Issuance of shares ...Repurchase of shares ...Sale of subsidiary shares to noncontrolling interests ...Purchase of subsidiary shares from noncontrolling interests ...Dividends paid ...Distribution to News Corporation ...Net cash provided by (used in) financing...

  • Page 169
    ... of Cash Flows For the year ended June 30, 2012 (in millions) Twenty-First Reclassifications Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries Operating activities: Net cash provided by (used in) operating activities from continuing...

  • Page 170
    ... Century Fox News America Twenty-First and and Incorporated Century Fox Non-Guarantor Eliminations Subsidiaries Operating activities: Net ...shares ...Dividends paid ...Purchase of subsidiary shares from noncontrolling interests ...Sale of subsidiary shares to noncontrolling interests ...Net...

  • Page 171
    TWENTY-FIRST CENTURY FOX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Notes to Supplemental Guarantor Information (1) Investments in the Company's subsidiaries, for purposes of the supplemental consolidating presentation, are accounted for by their parent companies under the ...

  • Page 172
    ... period covered by this Annual Report. Based on such evaluation, the Company's Chairman and 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...

  • Page 173
    ... Governance Matters-Standards of Business Conduct and Code of Ethics" and is incorporated by reference in this Annual Report. The information required by this item with respect to the Company executive officers is contained in the Proxy Statement under the heading "Executive Officers of 21st Century...

  • Page 174
    ... Plan Information" and is incorporated herein 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 21st Century Fox...

  • Page 175
    ..., thereunto duly authorized. TWENTY-FIRST CENTURY FOX, INC. (Registrant) By: /S/ JOHN NALLEN John Nallen Senior Executive Vice President and Chief Financial Officer Date: August 16, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the...

  • Page 176
    Signature Title Date /S/ /S/ JACQUES NASSER Jacques Nasser Director Director Director August 16, 2013 August 16, 2013 August 16, 2013 ROBERT SILBERMAN Robert Silberman /S/ ÁLVARO URIBE Álvaro Uribe 168

  • Page 177
    ... and executive officers of 21st Century Fox as a group, please refer to 21st Century Fox's Proxy Statement for its 2013 Annual Meeting of Stockholders under the heading "Security Ownership of 21st Century Fox." As of August 19, 2013, there were approximately 1,005 holders of record of Class B Common...

  • Page 178
    ...information provided by 21st Century Fox's transfer agent as of August 19, 2013. Class B Common Stock Cede & Co Chess Depositary Nominees PTY Limited Fayez Sarofim MF Global Inc. A.S.B. Knight, M. Knight and C. Warren Ann T. P. Allen-Stevens Kenneth B. Ullman Julian R. Stow Charles Wilson David Hill...

  • Page 179
    ...Governance Committee of the Board conducted its review of diversity initiatives by the Company through its Corporate Diversity group and FOX Audience Strategy. Continuation by Corporate Diversity of its efforts to better understand the diverse audiences the Company serves and to develop initiatives...

  • Page 180
    ... News Corporation's Class A Common Stock and Class B Common Stock were listed and traded on the New York Stock Exchange ("NYSE") under the symbols "NWS.A" and "NWS", respectively. The Peer Group Index, which consists of media and entertainment companies that represent 21st Century Fox's competitors...

  • Page 181
    ... 21st Century Fox's 2013 Annual Meeting of Stockholders accompany this Annual Report. An electronic version of the 21st Century Fox 2013 Annual Report can be found at: www.21cf.com Supplemental Information Corporate Secretary Laura A. Cleveland Head Office 1211 Avenue of the Americas, New York, NY...

  • Page 182
    ... 30, 2013 21st Century Fox is a diversified global media company, which principally consists of the following: CABLE NETWORK PROGRAMMING United States Fox Business Network Fox News Channel FX Networks and Productions Fox Sports Networks Big Ten Network (51%) National Geographic Channels (70%) Fox...

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