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AGM 2014

Nov 13, 2014

Moderator

Welcome to the News Corp 2014 Annual Meeting of Stockholders, and thank you for attending. We realize that many of you have questions that you'd like to ask today, and we request that everyone please be mindful to keep their comments and questions to the time allotted. As noted in the rules of the meeting that were provided to you when you registered, each person is limited to two questions, which will be no longer than a minute in length. Photography and use of audio and video equipment is prohibited. We ask that you comply with these and other rules of the meeting so that we may conduct an orderly meeting. If anyone has not received the rules for today's meeting, please raise your hand and a staff member will bring a copy to you now. Thank you. The meeting will now begin.

Rupert Murdoch
Executive Chairman, News Corp

Good morning, ladies and gentlemen. I'm Rupert Murdoch, Executive Chairman of News Corp. It's my pleasure to welcome all of you to the 2014 Annual Meeting of Stockholders of News Corp. Before calling this meeting to order, I hope you will permit me, and Mr. Robert Thomson, to make some remarks about the performance of the company and our aspirations for the future. As most people now know, the decision to split the former News Corporation into a great two separate companies was not an easy one for me. The split has unlocked value and is ensuring greater strategic focus at both companies. Ultimately, I feel that the creation of the new News Corp has given us a truly exciting opportunity to innovate.

In a surprising way, doing this all over again, even with an ample war chest behind us, reminded me of the excitement and nervousness I felt when I took over my father's stake in News Limited in Adelaide in 1953. I know, and everyone on the stage knows, that we must earn our own way and live up to the responsibilities that have been entrusted to us. That is why I'm particularly proud today to be sharing the stage with my eldest son, Lachlan, who is co-chairman. It's a very special thing to be fortunate enough to work side by side with Lachlan, who's proven himself to be a talented, successful executive in his own right, here and in Australia, and will lead us into a very prosperous and bright future.

I'm confident that as you get to know him better, you will share my and the board's belief that we could not have found a more passionate and committed co-chairman. Throughout our 60-year history, we have adhered to the same core values. We constantly seek to better ourselves and what we build, deliver to the public. We are purposeful in our pursuit of new businesses that have the potential to change the world as we know it. We are unafraid to expand our reach to new territories, intellectually and physically. To that end, over the last year, we've set along a path to make News Corp more digital and global, and to create ever better content that educates, informs, and entertains. Our distinguished brands, much like our heritage, now serve as platforms from which to grow and prosper.

In this crucial first year, News Corp has made smart acquisitions and investments, even as we have been disciplined about cutting costs and finding new synergies. Today, we are proud that our newspapers are fast becoming more digital and mobile, even as they continue to show strength in print. We know that the news industry will continue to evolve, but what must be constant is our commitment to delivering sound facts, smart analysis, and provocative commentary to our readers. HarperCollins, now with Harlequin, and REA, with Real Estate Australia, are particularly bright stars in our firm, with News America Marketing making a substantial contribution as well. Amplify is making progress in the exciting new world of digital education. Foxtel and Fox Sports Australia excel in their market with top-notch content and products.

The professional information business at Dow Jones is being revamped in a way that sets the stage for future growth. Of course, we're eager to transform Move into a new pillar of profitability at News Corp, giving us a vital presence in the young and rapidly growing world of digital real estate in the U.S. As I've said before, News Corp believes in the power of words and images, facts and stories to improve the world. That belief defines and drives us and will deliver ever greater results for all of our shareholders in the years ahead. I'd now like to call to the podium the Chief Executive of News Corp, Robert Thomson, who will have a few words of his own about the state of our company. Mr. Thomson.

Robert Thomson
CEO, News Corp

Thanks, Rupert. Good morning, ladies, gentlemen, and fellow shareholders. We have just completed a full fiscal year at the new News Corp, and a year in which the team, with the board's robust support, has pursued, as Rupert said, the digital and global expansion of our distinctive and complementary portfolio of companies. We have aspired to build on the company's proud tradition and provenance, to ensure that we are at the very heart of the global debate over the value of content The creation of platform permutations for the delivery of that content. We are extremely conscious of our responsibility to all shareholders, thus, we were pleased to report in the first quarter of our second year a significant increase in revenues, segment EBITDA, free cash flow available to News Corp, and earnings per share.

The results came as several of our companies are in the midst of a profound transition to digital delivery. While Amplify, our digital education company, continued to create its uniquely contemporary curriculum aimed at transforming the learning experience in schools, aiding, in particular, those students from modest backgrounds who have been served so poorly by an unresponsive education system. There is certainly much passion in what we do, as there has always been at News Corp. There is definitely much purpose, as there has always been at News Corp. We are a company that is finally focused on its asset mix, which sets us far apart from most other media companies, many of which are struggling to cope in this era of exponential e-evolution.

That distinction was so clearly highlighted by our most recent set of earnings results and by the strategic acquisitions we have made since the company was reincarnated on July the 1st of last year. We told you on our initial investor day that we would indeed become more digital and global, and resolutely kept that vow. We acquired, for a very modest price, the world's leading social news agency for video, Storyful, which has been a supplier of content to companies ranging from Facebook to Vice and Reuters. As Rupert mentioned, we are now integrating Harlequin Books at HarperCollins. This is creating a new global platform for HarperCollins, as Harlequin has operations in almost 20 languages across 34 countries. The result, we are fast expanding HarperCollins' reach and that of our authors across Europe, Latin America, and Asia.

Tomorrow, we are due to close on our acquisition of Move and realtor.com, which will give us a remarkable opportunity to profit from the digitization of the U.S. real estate market, which is still at a rather early stage of development and holds the prospect of rapid growth. The realtor.com platform patently complements our majority holding in REA, and it also fits well with our media platforms in the U.S., including The Wall Street Journal, MarketWatch, Barron's, and the New York Post. All will benefit from the sharing of permissioned data, the deployment of our real-time ad platform, which is driving yields higher across our properties, and from the broader distribution of the highest quality content. While our digital expertise is expanding rapidly, we still firmly believe in the power of print.

We told investors a few days ago that print advertising at The Wall Street Journal rose last month compared to October last year, and that print sales of The Times of London are higher this year, as are digital subscriptions. We will not allow our destiny to be defined, to adapt Spiro Agnew, by the nattering nabobs of newspaper negativity. We remain fully aware of the challenges we face, whether the vagaries of the macroeconomic cycle in the countries in which we operate and the continuing mass media, mass migrations. Those challenges will be met with a focus on costs and an emphasis on growth. We are absolutely intent upon fashioning an ever more rewarding future for our audiences, our employees, and for you, our investors. Thank you very much.

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 Ms. Natalie Bancroft, Mr. Joel Klein, and Ms. Ana Paula Pessoa. On stage with me are Co-Chairman Lachlan Murdoch, Chief Executive Robert Thomson, our Chief Financial Officer, Mr. Bedi Singh, Chief Counsel, Mr. Gerson Zweifach, Lead Director and Chairman of the Audit Committee, Mr. Peter Barnes, our Chairman of the Nominating and Corporate Governance Committee, President José María Aznar, and Chairman of the Compensation Committee, Mr. Masroor Siddiqui. Directors Elaine Chao, John Elkann, and James Murdoch were unable to attend today's meeting and send their apologies. Also present today is Mr. Michael Fischer and 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 Rate from American Election Services, LLC as the independent inspector of election for this annual meeting. This meeting is held pursuant to a notice of annual meeting of stockholders mailed on or about September the 30th, 2014 to each record holder of a share of Class B common stock on September the 16th, 2014. A list of holders of the company's Class B common stock entitled to vote at this meeting has been available at the company's headquarters for the past 10 days and is available at the meeting for examination by any stockholder desiring to do so. All documents concerning the call and notice of this meeting are available here today and will be filed with the records of the meeting.

The Inspector of Election has examined the proxies received and reports that holders of a majority in voting power of all of the outstanding shares of Class B common stock entitled to vote at the meeting are present in person or represented by proxy. Therefore, I hereby declare a quorum present at the meeting. On behalf of our board of directors, I'd like to express my appreciation to all stockholders who returned their proxies. It's now 10:13 A.M. on November the 13th, 2014, the polls are now open for voting. Those stockholders voting in person should mark their ballots, and a company representative will be available to collect them 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. Ballots are also available at the desk where registration took place.

We urge stockholders to allow their proxies to stand. You'll have an opportunity to ask questions after all matters being submitted to stockholders to vote are presented. Please hold your questions until that time. The first matter to be acted upon by the stockholders is Proposal One: the election of directors. The board has nominated President Aznar, Natalie Bancroft, Peter Barnes, Elaine Chao, John Elkann, Joel Klein, James Murdoch, Lachlan Murdoch, Ana Paula Pessoa, Masroor Siddiqui, Robert Thomson, and myself to serve as directors. If elected, these director nominees will each serve a one-year term expiring at the 2015 annual meeting, or until their successors are duly elected and qualified. Proposal Two is for the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30th, 2015.

Proposal Three is an advisory vote to approve executive compensation. Proposal Four is an advisory vote on the frequency of future advisory votes to approve executive compensation. Proposal Five is for the approval of the material terms of the performance goals and the News Corporation 2013 Long-Term Incentive Plan for purposes of Section 162 of the Internal Revenue Code. We also have a stockholder proposal co-filed by The Nathan Cummings Foundation and Legal and General Assurance (Pensions Management) Limited, whose representative, if he so desires, may speak briefly on such proposal. President Aznar, the chairman of the Nominating Corporate Governance Committee, will state the company's position on the stockholder proposal.

We will hear from The Nathan Cummings Foundation, represented by Mr. William Dempsey, who has given notice to the company that he intends to present for action at this meeting a proposal regarding the elimination of the company's dual-class capital structure, which was included in the company's proxy statement as Proposal 6. As disclosed in the proxy statement, the board recommends the stockholders vote against the proposal. I now present the results from the Inspector of Election's preliminary report based on the proxies we have received. The Inspector of Election's final report will be filed with our corporate secretary following the meeting. A preliminary report of the Inspector of Election reflects that more than a majority of the eligible votes cast have been voted for the election of each of the directors.

For the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending June 30th, 2015, for the approval of executive compensation, for the option of one year as a preferred frequency to future advisory votes to approve executive compensation, and for the approval of the material terms of the performance goals under the News Corporation 2013 Long-Term Incentive Plan for purposes of Section 162 of the Internal Revenue Code. More than a majority of eligible votes cast have been voted against the stockholder proposal regarding the elimination of the dual-class capital structure. Thank you for your support. We will report the final results of this meeting in an SEC filing, which we will make following the end of this meeting.

Following the presentation of the stockholder proposal, if you are a stockholder and have a position relating to any of the proposals or regarding the business or operations of the company, you may step up to the microphone and present the green or yellow admission ticket that you received upon registering to the company's representative. Before asking your question, please state your name and affiliation, as noted in the rules of the meeting that were provided to you when you registered today. Each person, as you were notified, is limited to two questions, which should be no longer than a minute in length. We may have many stockholders who are interested in speaking. We ask that you comply with the rules of the meeting so that we can conduct an orderly meeting, and those who would like to speak have an opportunity to do so.

President Aznar, would you please state the company's position on the stockholder proposal?

José María Aznar
Chairman of the Nominating and Corporate Governance Committee, News Corp

Thank you, Mr. Chairman. With respect to Proposal Six, the board believes that retaining two classes of common stock with different voting rights is in the best interest of the company and its stockholders. The board believes that the current dual-class capitalization structure promotes stability and continuity in the leadership and management of the company, which allows the company to focus on long-term objectives. In addition, the dual-class structure enhances the company's ability to attract, retain, and motivate highly qualified key employees by offering flexibility in structuring our compensation plans without a new dilution of stakeholder votes. The dual-class structure also provides the company with greater flexibility in financing its growth. The company has the flexibility to issue its Class A common stock for a variety of corporate purposes that can enhance the value and strength of the company.

As the issue of control is not a factor in the board's consideration of these transactions, the decision by the company to issue stock in decisions or capital-raising transaction is based solely on the perceived economic benefits of the transactions to the company and all of its stockholders. That concludes my remarks regarding the company's position on the stockholder proposals. Thank you, Mr. Chairman.

Rupert Murdoch
Executive Chairman, News Corp

Thank you, President. Mr. Dempsey, would you like to speak for no more than two minutes for your proposal? Good morning.

Bill Dempsey
CFO, Nathan Cummings Foundation

Good morning, Mr. Chairman. I'm Bill Dempsey. I'm the Chief Financial Officer for The Nathan Cummings Foundation. Good to see you again. Thank you for welcoming me. I am here to move proposal number six, which calls for the elimination of the dual-class capital structure. With your permission, Mr. Chairman, I won't read the entire proposal. I would simply refer shareholders to the proxy statement. I believe it's on page 65. Some brief remarks on why we're presenting this here today. The Nathan Cummings Foundation believes that the dual-class structure provides for control without a corresponding economic stake, and that this is not in the best interest of shareholders. Numerous studies make our case for us. They indicate that dual-class structures often hurt performance by misaligning economic incentives and voting power and allowing for the extraction of private benefits.

For instance, a study by the Institutional Shareholder Services and the IRRC Institute found that controlled companies significantly underperform companies with a single class of stock. We believe that dual-class structures tend to insulate management and the board from shareholder concerns. This has been borne out in the case of our company, where we feel our company has damaged our company's reputation with institutional shareholders by ignoring what many of the institutional shareholders clearly want to see happen around this issue, as well as supporting the separation of the chair and CEO. The final thing I would observe, and you'll see this in the supporting statement, is that, as we looked at the SEC filing from the company in May, we noted that the executive chairman, Mr. Murdoch, owns 39.4% of Class B shares and less than 1% of Class A shares.

Despite owning only 14% of outstanding shares, Mr. Murdoch controls 40% of the voting power. This kind of governance structure may be exactly what we would expect, say, in Cuba or in North Korea. It's at odds with good governance practices here. That's why we urge our company's board to restore our company's reputation by allowing normal corporate governance reforms as sought by our proposal. Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much, Mr. Dempsey. Anyone else wish to speak to this?

Stephen Mayne
Shareholder, Private Investor

Yes, I do.

Rupert Murdoch
Executive Chairman, News Corp

Good morning, Mr. Mayne.

Stephen Mayne
Shareholder, Private Investor

Morning, Mr. Murdoch . How are you? I would just like to very briefly speak in favor of this proposal as well, and to seek a response from you on this. I think Bill's spoken very eloquently about it. I put up a similar proposal in 2007, and it was supported by a majority of the independent shareholders removing your stake and removing Mr. Malone's stake back then. There's been a long history of shareholders, independent shareholders, calling for this reform. It is fundamentally undemocratic that you own 13% of the stock and 40% of the votes. It means that you can completely handpick the board and control the board. It means that, for instance, the Murdoch family can take a record $64 million in salary out of the two companies in the last 12 months.

Rupert Murdoch
Executive Chairman, News Corp

I'm sorry.

Stephen Mayne
Shareholder, Private Investor

Well, I think if you add up Fox and News, I think you'll find it is. There's a whole range of governance things that flow from this fundamentally undemocratic structure. I think that your business record is so great over 60 years that I just think you don't need to hide behind these sort of North Korean structures, these undemocratic structures. You can stand on your own two feet and be proud of your record, and you'll find that the shareholders will probably support you. We would probably impose an independent chairman and some better governance and some more independent directors. You've also done a poison pill with this company as well, which is sort of almost more paranoia about basic democratic processes. Someone like Southwest buys 15% of the stock, and suddenly you've got a rights scheme on top of the dual-class voting.

It's undemocratic structures on top of undemocratic structures. Rather than hearing from Mr. Aznar, I'd rather hear from you as to why you are so afraid of standing up to basic one vote One value principles in a democracy, which so many of our media outlets espouse to governments and everyone else around the world, yet we have this fundamental hypocrisy of our own abominable gerrymandered structure propping up the power of the executive chairman and controlling shareholder in this company. I'm very keen to hear your response as to why you will not embrace this reform.

Rupert Murdoch
Executive Chairman, News Corp

Yes, sir.

Gerson Zweifach
General Counsel, News Corp

Mr. Mayne, I did want to address one of the issues you raised. I'm Gerson Zweifach. No, please. Actually, it's not up to you to decide who speaks. President Aznar, who is an independent director and chair of the Corporate Governance Committee, was an appropriate person to address a question that you raised and a proposal that was made that goes to whether or not the dual-class structure serves to aggrandize or protect management. He's an independent director. That's why he spoke to it. You did raise two points, which I want to address. One is you said that Mr. Murdoch took $600 million out.

Stephen Mayne
Shareholder, Private Investor

600?

Gerson Zweifach
General Counsel, News Corp

Yes.

Stephen Mayne
Shareholder, Private Investor

That's not-

Gerson Zweifach
General Counsel, News Corp

That's entirely false. Your numbers are wrong. You've added up the compensation of virtually everybody, to get to some of the numbers that you've complained about. Let me address the rights plan, because you did bring that up. Obviously, two shareholder advisory firms have spoken to the rights plan and criticized the company. Both firms, ISS and Glass Lewis, take a sort of per se approach, categorically opposed to all shareholder rights plans. I think that what you'll find is if you look at the particular circumstances that confronted the board in June, those circumstances led their outside advisors and their legal counsel to recommend that the best way to protect shareholder interest in the setting in which they found themselves, was to adopt the rights plan. The rights plan does not protect and prevent against any takeover of the company.

All it does is it requires that anybody who wants to obtain control of this company has to pay for it. That's what it does. It applies to the Murdoch Family Trust, as well as to its southeast, not southwest, and any other shareholder. It gives the board the flexibility. It empowers them to ensure that anyone who wants to control this company has to pay for it in a way that guarantees a return to every shareholder. That's what the board was confronting. That's why under the circumstances that confronted the board, they acted the way they did. That said, we will, as we always do, receive the comments from the shareholder advisory services as well as shareholder proposals, and the board will take it up and look at it and study it and reflect on it, as the circumstances unfold.

That's the response to your question.

Rupert Murdoch
Executive Chairman, News Corp

Thank you, Mr. Zweifach. Yes, are we done? Mr. Dempsey, you want to speak further?

Steve Ballweber
Shareholder, Private Investor

Thank you. Thank you, Mr. Chairman. My name is Steve Ballweber, and I own 344 shares of Class A stock. In lieu of outright granting of power to pursue rights to the Class A stockholders, I'd like to propose an alternative. Someday the Post spin-off News Corp will once again commence paying dividends. I propose that the board issues Class B voting stock dividends in lieu of cash. The board can use the cash saved from the dividend issued to purchase Class B stock in the open market. The stockholders will save the double taxation on the stock dividend. The open market purchases will help support the News Corp Class B market price.

The Class A stockholders will start to receive some voting rights via the Class B stock received as a dividend. The Class B stockholders will not have any dilution of their current controlling interest in the affairs of the corporation. That sounds like a win-win to me, and that's all I have to say. Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Thank you very much. We will study your remarks, consider it as a board. Thank you very much. I'll understand it better when I read it, thank you.

Steve Ballweber
Shareholder, Private Investor

McKenzie, shareholder of the As. I had a question on the synergies. Could you speak to that as some of the hodgepodge businesses you have, how they would increase the income of the whole business in total, what the game plan is on that, and if you could speak about the Amazon book and the publishing.

Rupert Murdoch
Executive Chairman, News Corp

Mr. Robert Thomson can speak about the synergies more eloquently than I can, but I can say as far as Amazon goes, I can't really comment. We haven't even engaged any negotiation with them yet. Because of Department of Justice rulings, we can't really engage with Hachette or Simon & Schuster to know what their settlement was. We'll be getting around to that in the coming months, and we can't comment on it at this stage.

Robert Thomson
CEO, News Corp

Just to complement Rupert's answer on the Amazon question, what you can be certainly aware that we're focused on is return for authors, creating an environment where creativity is rewarded. Apart from our own self-interest as a company, those are principles that we will hold dear in any discussions we may have with Amazon. As for the complementarity of the portfolio, I think what you're seeing, particularly with the Move Realtor deal is, and you will see as we execute, and it's all about execution, is our ability to use our media platforms with a digital property platform to drive traffic across both, to use our real-time ad network to increase the yields across those platforms. In a similar way, slightly different circumstances, but similar theme, to what was successfully done with Lachlan's leadership with REA and the Australian newspapers.

At the heart of the REA success was the early building of brand and profile. We'll be doing the same here in the U.S., where the property market is at a much earlier stage of its evolution and is particularly fragmented. You see that really across our portfolios, whether it be the ability to sell Harlequin books on our Sun+ or our Masthead+ offerings in Australia, our ability therefore to use those Australian media platforms. You have to think of every Masthead now as a platform to use those platforms to sell upcoming Harlequin and HarperCollins books. When you look more closely, as we have done, and as was the point of the split, to provide more focus. With that extra focus, we've seen those genuine synergies, and you, as shareholders, will see the results of that over time.

Rupert Murdoch
Executive Chairman, News Corp

Thank you, Robert. I think, particularly following with the example of what happened with REA when all these things were collapsing in 2000. Lachlan bought the first 44% for $2 million, then proceeded to promote it in the papers. Now we have 62%, or 61 and a half or something. It's got a market cap of about $6.5 billion. We want to repeat that, of course, with Move, but on a much bigger scale and a much bigger market. Probably with more competition. I think that answers your question. Yes, sir.

Bill Dempsey
CFO, Nathan Cummings Foundation

Yes, Mr. Chairman. Bill Dempsey again.

Rupert Murdoch
Executive Chairman, News Corp

Yeah

Bill Dempsey
CFO, Nathan Cummings Foundation

With Nathan Cummings Foundation. I just wanted to follow up on your remarks around the director elections. You noted that there are three directors unable to be here today. The question is, if there is some emergency that occurred with them, we'd like to know. I'm sure shareholders would want to express concern, send a get well card. If you could please clarify why exactly the three directors are not present today so that we can understand that better. Obviously, the shareholders don't expect a lot from this board, but showing up in person for about 40 minutes once a year doesn't seem like an undue expectation. Could you please enlighten us?

Rupert Murdoch
Executive Chairman, News Corp

Yeah. They've all expressed regret, and they had medical commitments. I think I could go one by one. Mr. Elkann, who I judge by the voting to be a very popular director.

Bill Dempsey
CFO, Nathan Cummings Foundation

He's around.

Rupert Murdoch
Executive Chairman, News Corp

He is tremendously busy, and he told us months ago that he wouldn't be able to come to this meeting, but would be at the future meetings this year. He's in touch with us by phone at least once a week discussing our company. As, of course, is James Murdoch, who apparently had a long-term commitment and charitable commitment in New York today. Elaine Chao, can't give you the exact reason, except I would hope she's having a break after three months of frantic electioneering. I will certainly pass on your remarks. I agree that I'd like to have everybody here in all meetings.

Stephen Mayne
Shareholder, Private Investor

Chair.

Rupert Murdoch
Executive Chairman, News Corp

They are very active and involved directors, all of them, I can assure you.

Stephen Mayne
Shareholder, Private Investor

Chair, quick question on the Australian operations.

Rupert Murdoch
Executive Chairman, News Corp

Yes, indeed.

Stephen Mayne
Shareholder, Private Investor

We fired Kim Williams as our CEO out there. He's written a book, "Rules of Engagement," where he says that he got fired partly because he gave a speech launching the book of a Labor minister's book. Can you respond to that? Was that?

Rupert Murdoch
Executive Chairman, News Corp

Yeah, that's.

Stephen Mayne
Shareholder, Private Investor

really why we fired him?

Rupert Murdoch
Executive Chairman, News Corp

I can tell you that is nonsense. I think if you see, I don't want to be unfair to Kim, but if you see those figures, which he or someone leaked to you, on the performance of the company in the previous financial year in Australia, I think that tells you everything.

Stephen Mayne
Shareholder, Private Investor

All right.

Gerson Zweifach
General Counsel, News Corp

Mr. Mayne, just a reminder. You have two questions today. This is your second.

Stephen Mayne
Shareholder, Private Investor

Further. I'd like to hear from a director, not just a management person, on this. My question on the Australian, because you didn't let me finish my question. My broad question on the Australian operations was, I was going to ask you about that leak.

Rupert Murdoch
Executive Chairman, News Corp

I think you'd know more about it than we do.

Stephen Mayne
Shareholder, Private Investor

Well, actually, I don't, because I don't actually own Crikey anymore. I have no idea who leaked it. I was amazed that someone leaked all this inside information on all News' operations in Australia. You had some rat in the rank, then you pulled out the legal guns and threatened to sue everyone, and you sort of responded as if this was national security secrets. I felt your response was very heavy-handed in a legal sense. Why did you respond in such an over-the-top manner? Just finally on Australia, everyone's talking about Network 10 and Foxtel bidding for it. Is it right that we or one of our divisions is looking at buying Network 10? Are there any regulatory challenges with that?

Rupert Murdoch
Executive Chairman, News Corp

Well, first of all, I'm not aware of what our response was. I just don't remember. As for Foxtel, which is a partnership with Telstra, they are examining by a small piece, All I can say is that the independent directors here are hiring independent advisors on that. It's not a big deal. Absolutely, we're spending money and everything to make sure that there is no possible injustice or wrong done. Is that correct?

Peter Barnes
Lead Director and Chairman of the Audit Committee, News Corp

Yeah. Correct.

Rupert Murdoch
Executive Chairman, News Corp

Mr. Barnes, you can speak to that. He's our lead director.

Peter Barnes
Lead Director and Chairman of the Audit Committee, News Corp

Yes. Really what we have done is authorized the audit committee to act, because if it went ahead, it would be a related party transaction. Good governance suggests that we should make sure that the board is fully aware, through the audit committee, that this is an arm's length transaction if it takes place. We have yesterday finalized both legal and financial advisors to the committee. This transaction may not happen. We're ready for it.

Rupert Murdoch
Executive Chairman, News Corp

At this stage, I think at future stages, there's no suggestion of them buying Lachlan shares, which we have somewhere less than 10%.

Robert Thomson
CEO, News Corp

I think, first of all, on the case of the leaked documents, there may have been a bit of legal bluster, as you know, I'm not sure that was followed through. Our general counsel aside, bluster and lawyers tend to go together. On the question of Foxtel, as you know, the key for us and for our partners, Telstra at the moment, is the new pricing, which began last week. We have around 29%, 30% share of a market in which there's 10.9% churn. Clearly there's some elasticity there. It's a little early for us to tell shareholders how that's progressing. As it does evolve, we would like to get you some figures, I think, within a month or so when we can be very frank with you about sustainable churn and sustainability. That is a really key moment in the evolution of Foxtel.

It's one that I think all shareholders would recognize that it's a valuable asset that we share with Telstra. It's an asset that the team there is doing its very utmost to leverage.

Stephen Mayne
Shareholder, Private Investor

Just one last issue.

Rupert Murdoch
Executive Chairman, News Corp

It's your third question, okay?

Stephen Mayne
Shareholder, Private Investor

One-

Rupert Murdoch
Executive Chairman, News Corp

Let it be noted. Go ahead.

Stephen Mayne
Shareholder, Private Investor

One last issue, yeah. Just in the U.K., a question on the U.K. I know Robert's joked, I think, previously about the New York Post and The Times, sort of the two biggest loss-makers in newspaper history. My question on The Times is, it's obviously still losing a lot of money.

Rupert Murdoch
Executive Chairman, News Corp

No, it's not. I'm very happy to tell you that this year it will make a profit.

Stephen Mayne
Shareholder, Private Investor

Oh, okay. Terrific. All right. On the U.K. more broadly then, with the whole phone hacking issue, are we any closer to a Department of Justice settlement? Can you give us an update on where things are at with the Department of Justice in terms of the payments to foreign officials? Tony Blair, for a long time, was a great friend of the company. Press reports suggest that he's now persona non grata or we've sacked him, or he's out. What happened there? What was this great falling out with Tony Blair, a former great friend of the company's?

Peter Barnes
Lead Director and Chairman of the Audit Committee, News Corp

I guess I can handle your DOJ question. I think you're up to about four, but I think this is the end of it. What I can tell you is we have nothing to add to what's in the 10-K. We provide whatever information is requested, that's what I can tell you. Thank you.

Rupert Murdoch
Executive Chairman, News Corp

Let's just say Mr. Blair was never on our payroll. Let me assure you of that. I wouldn't make any further comment.

Stephen Mayne
Shareholder, Private Investor

Okay.

Rupert Murdoch
Executive Chairman, News Corp

Are there any other ballots that need to be collected? It's now 10:40 A.M. on November the 13th, and the polls are now closed. That concludes the business described in the notice of the meeting, and I declare the meeting adjourned. Thank you very much, all of you, for your attendance. We will always take note of what you say. Any stockholder wishing to inspect the minutes should contact our corporate secretary. Thank you.