News Corporation (NWSA)
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AGM 2017

Nov 15, 2017

Rupert Murdoch
Executive Chairman, News Corp

Good afternoon, ladies and gentlemen. I'm Rupert Murdoch, Executive Chairman of News Corporation. It's my pleasure to welcome all of you to the 2017 annual meeting of the company and our aspirations for the future. The world today is defined and challenged by disruption in many fields for growth. We recognize the power of our own audiences and our assets and the importance of our own quality journalism. We're developing new platforms to bring these assets to bear for the benefit of advertisers who need conducive environments for their advertising messages and reliable metrics with which to measure their effectiveness. I'm proud of what the people of News Corp have accomplished, with the impressive growth of our digital real estate businesses around the world to the successes of our major demand than ever.

We also bring to readers and consumers the books they love, coupons to save money, and the sports our own startup digital enterprises are imbuing expertise and insights throughout our company. In so doing, we continue on the path forward, our profitable growth for our employees, for our clients, and particularly for you, our shareholders. I'd now like to call to the podium Robert Thomson, who'll have a few words of his own about the state of our company. Robert is our Senior Chief Executive.

Robert Thomson
CEO, News Corp

Thank you, Rupert. In fiscal year 2017, News Corp achieved tangible improvement in profitability powered by the fast-growing digital real estate services segment, monetizing premium content, and increasing operating efficiencies. Since the birth in 2013 of the new News Corp, which has built on the provenance and principles of the original News Corporation, we've been assertively digital and have led to a global awakening and reckoning on the value of content at a time of profound change in our markets and in society. That strategy continues to pay off, as evidenced by our full-year results and by the particularly strong performance in the first quarter of the current fiscal year, in which every segment of the company saw an increase in profitability. During fiscal 2017, digital real estate continued to deliver on its potential as a strong source of growth and in its rapidly expanding contribution to total segment EBITDA.

At both REA and Move, we were pleased to see increased traffic, improved engagement, and continuing revenue growth. The Wall Street Journal saw strong digital growth, reaching nearly 1.3 million digital subscribers, up almost 70% in the past two years. Our professional information business gained in strength with Risk & Compliance, delivering a strong performance and a healthy sales pipeline. At the New York Post, digital ad revenue has more than offset the decline in print advertising for two straight fiscal years. On the other side of the globe, we saw particular success at The Australian, where readership burgeoned to nearly half a million a day, resulting in higher revenues. Meanwhile, news.com.au is the number one news brand in Australia, according to Nielsen. In the U.K., The Times was the only national newspaper to show print circulation growth in the fourth quarter and continues to build digital subscribers.

Digitally, The Sun is fast closing the gap with The Mail in the U.K. [inaudible] is proceeding apace, and the complementarity between the platforms is already clear. News America Marketing has stabilized its business in FY 2017, thanks to the impressive performance of its in-store offerings. Point of purchase is even more important than point of sale. Book publishing has flourished as HarperCollins showed its understanding of the American heartland, underscored by such best-selling titles as "The Magnolia Story" by Chip and Joanna Gaines, J.D. Vance's "Hillbilly Elegy," among others. At this moment, we have a category 1 in the U.S. with Ree Drummond, and the number 1 book overall in Australia with Jimmy Barnes, and the same in the U.K. with David Walliams.

Returning to Australia, Fox Sports Australia secured its market-leading position through the extension of A-League soccer rights, made more valuable by Australia qualifying for the FIFA World Cup earlier today, and successfully launched the Fox League channel. It's unlocked value for News Corp shareholders and align ownership and management for success at a time when scale is important and Australians are consuming premium content across a range of platforms. No review of FY 2017 would be complete without noting the global impact of our principled stand on intellectual property and the responsibility of the digital duopoly to recognize the provenance of premium content. It is crucial that algorithms are not used to discriminate against quality free, an important first step in letting consumers find valuable journalism. We will closely monitor the effects of this significant change in coming months.

In conclusion, reflecting on the year, we are more confident than ever in the power of content and connectivity, whether it be the news of the day, the match of the week, the book of the year, or the home of a lifetime. We are dedicated to informing and inspiring our readers, visitors, and customers. We look forward to the coming year with much confidence in the prospects for our employees, our partners, and our shareholders. Thank you, Executive Chairman.

Rupert Murdoch
Executive Chairman, News Corp

Thank you, Robert. I now call the meeting to order. Before proceeding to the business of the meeting, I'd like to introduce our Directors and members of our management. Seated in the front row are Mr. James Murdoch, Ms. Kelly Ayotte, Ms. Natalie Bancroft, and Ms. Ana Paula Pessoa. On stage with me are our General Counsel, David Pitofsky, Chief Executive Robert Thomson, Co-Chairman Lachlan Murdoch, Lead Director and Chairman of the Audit Committee, Mr. Peter Barnes. Chairman of the Nominating and Corporate Governance Committee, José María Aznar. Chairman of the Compensation Committee, Mr. Masroor Siddiqui. Chief Financial Officer, Ms. Susan Panuccio. Also present today, Ms. Mini Krishnan, Mr. Darrington Hobson of Ernst & Young LLP, the company's independent registered public accounting firm. In accordance with the company's bylaws, I hereby appoint Mr. Jim Rutt from American Election Services, LLC, as Independent Inspector of Election for this annual meeting.

This meeting is held pursuant to notice of annual meeting of stockholders and made available or mailed on or about October 3rd, 2017, to each record holder of the company's common stock as of September 18th, 2017. List of holders of the company's Class A common stock entitled to vote at this meeting has been available for examination at the company's headquarters, but the book and notice of this meeting are available here today and will be filed with the records of this meeting. The Inspector of Election has examined the proxies received and reports that holders of a majority of voting power of all of the outstanding shares of Class B quorum present at the meeting on behalf of the board of directors. I'd like to express my appreciation to all stockholders who did return their proxies.

It is now 8 minutes past 3:00 on November 15th, 2017. The polls are now open for voting. You do not need to complete this meeting. If you wish to cast a ballot now, you should mark your ballot, and a company representative will be available to collect it for tabulation. Those of you who requested a ballot so that you could vote in person were provided with a ballot when you entered the meeting. If needed, ballots are also available at the desk where your registration took place. You will have an opportunity to ask questions after all matters being submitted to stockholders are presented. Please hold your questions until that time. We have three items on the agenda. The first matter to be acted upon by the stockholders is Proposal 1, the election of directors.

The board has nominated the following to serve as directors: Lachlan Murdoch, Robert Thomson, Kelly Ayotte, José María Aznar, Natalie Bancroft, Peter Barnes, Joel Klein, James Murdoch, Ana Paula Pessoa, Masroor Siddiqui, and myself. If elected, these director nominees will each serve a one-year term expiring at the end of the 2018 annual meeting or until his or her successor is duly elected. A public accounting firm for the fiscal year ending June 30th, 2018. Proposal 3 is an advisory vote to approve executive compensation. The preliminary report of the Inspector of Elections reflects that more than a majority of the electoral votes that have been voted for the election of each of the directors. For the ratification of the selection of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending June 30. Thank you.

At this time, any stockholder who wishes to ask a question relating to any of the proposals or regarding the business or operations of the company should proceed to the microphone and present the blue or green admission ticket that you received when you registered today. Before asking your question, please state your name and affiliation. As noted in the rules and procedures for the conduct of the meeting that were provided to you when you registered today, each stockholder is limited to two questions to conduct an orderly meeting. Thank you. Any? Yes, sir.

John Lindsay
Shareholder, News Corp

Hi, John Lindsay, shareholder.

Rupert Murdoch
Executive Chairman, News Corp

Oh.

John Lindsay
Shareholder, News Corp

Thanks very much for your presentation. My concern is these tech giants are destroying news media organizations. They're stealing from us, and it sickens me. I want to thank you, Mr. Murdoch and Mr. Thomson, for doing the first click free thing, which was the best thing that we've ever had for such a long time. We see things like the Daily Mail stealing off us, and they're the biggest website in the world, and nothing happens. Can you give us some reassurance that we're going to get some progress on this? We're doing all the work, we're employing all the people.

Rupert Murdoch
Executive Chairman, News Corp

Advertising is about all digital. It's been tremendously damaging to print. What we're doing, of course, is trying to extend our subscription base. Now you can get The Wall Street Journal or any of these papers anywhere in the world, if you pay for it. So far, I think we have done pretty well in replacing the lost advertising revenue in the major papers, but it continues to be a big problem. Unfortunately, the Daily Mail, we're doing a bit of it with The Sun now in retaliation. Under the British law of fair use, they can get away with most of what they do. Sure. Any other questions? Yes. Thank you, Mr. Lindsay.

Jim Lindsay
Shareholder, News Corp

Hi, Jim Lindsay. I had a question about the newspapers. Are you guys considering ever purchasing another newspaper?

Aaron Epstein
Shareholder, News Corp

Talk in the microphone, please.

Jim Lindsay
Shareholder, News Corp

Are you guys anticipating looking and purchasing another newspaper anytime? Or any tie-ups with other companies in any of your other businesses?

Rupert Murdoch
Executive Chairman, News Corp

Not really, no. Our hands pretty are full making our existing papers viable. I think, see, the big three success we have are the three big national papers, The Wall Street Journal, The Times in London, and The Australian. Other papers, a lot of them are still very viable, but they're struggling. Sure.

Jim Lindsay
Shareholder, News Corp

Then any joint ventures or tie-ups with any other companies.

Rupert Murdoch
Executive Chairman, News Corp

Nothing planned.

Jim Lindsay
Shareholder, News Corp

Okay.

Rupert Murdoch
Executive Chairman, News Corp

No, I think nothing in the works.

Jim Lindsay
Shareholder, News Corp

Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Yes, sir.

Aaron Epstein
Shareholder, News Corp

Good afternoon. My name is Aaron Epstein. I'm a shareholder. I live in North Hollywood, California. 365 days ago, in this very room at this very time, I expressed my appreciation to the corporation for recognizing sexual harassment existence and immediately took steps to fire one of their senior executives. Today, it seems that the subject is still sort of explosive because neither Republicans nor Democrats, nor insurance companies, nor newspapers, nor politicians on Capitol Hill, regardless of party, have a monopoly on sexual harassment. I don't mean to put anyone in this room, the company on the spot, but I do wish to ask you, are there any programs in News Corporation to more or less reduce sexual harassment, either by counseling or conferences or screening of people? Mr. Chairman.

Rupert Murdoch
Executive Chairman, News Corp

Thank you.

David Pitofsky
General Counsel, News Corp

May I take that one?

Rupert Murdoch
Executive Chairman, News Corp

Yes, please.

David Pitofsky
General Counsel, News Corp

I'm the general counsel. I'm also the chief compliance officer. Thank you very much for your question. We have a series of programs along the lines that you're asking about. We have a firm policy on harassment and discrimination. We have training throughout the company on that policy. We have reporting lines for anyone that is concerned that they've observed harassment or discrimination. We have an anonymous alert line that we publicize that people can report to if they've seen anything that is of concern to them. We haven't had to keep a very close eye on it because of the development in May.

Aaron Epstein
Shareholder, News Corp

Thank you. I'm a Democrat. Appreciate this, and I hope other institutions also follow.

David Pitofsky
General Counsel, News Corp

Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much.