NWS 10-K Annual Report June 30, 2019 | Alphaminr
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NWS 10-K Fiscal year ended June 30, 2019

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NEWS CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Description Of Business and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. RevenuesNote 4. Acquisitions, Disposals and Other TransactionsNote 5. Restructuring ProgramsNote 6. InvestmentsNote 7. Property, Plant and EquipmentNote 8. Goodwill and Other Intangible AssetsNote 9. BorrowingsNote 10. Redeemable Preferred StockNote 11. Financial Instruments and Fair Value MeasurementsNote 12. Stockholders EquityNote 13. Equity-based CompensationNote 14. Earnings (loss) Per ShareNote 15. Related Party TransactionsNote 16. Commitments and ContingenciesNote 17. Retirement Benefit ObligationsNote 18. Other Postretirement BenefitsNote 19. Income TaxesNote 20. Segment InformationNote 21. Additional Financial InformationNote 22. Valuation and Qualifying AccountsNote 23. Quarterly Data (unaudited)Note 24. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated June28, 2013, among News Corporation, New News Corporation and News Corp Holdings UK& Ireland. (Incorporated by reference to Exhibit 2.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on July3, 2013.) 2.2 Partial Assignment and Assumption Agreement, dated as of March18, 2019, among Twenty-First Century Fox, Inc., Fox Corporation, News Corporation and News Corp Holdings UK& Ireland, in respect of the Separation and Distribution Agreement, dated June28, 2013 (Incorporated by reference to Exhibit 2.1 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on May10, 2019.) 2.3 Tax Sharing and Indemnification Agreement, dated June28, 2013, between News Corporation and New News Corporation. (Incorporated by reference to Exhibit 2.3 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on July3, 2013.) 2.4 FOX SPORTS Trade Mark Licence. (Incorporated by reference to Exhibit 2.5 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on July3, 2013.) 2.5 FOX Trade Mark Licence. (Incorporated by reference to Exhibit 2.6 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on July3, 2013.) 3.1 Restated Certificate of Incorporation of News Corporation. (Incorporated by reference to Exhibit3.1 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 3.2 Amended and RestatedBy-lawsof News Corporation, effective February25, 2019. (Incorporated by reference to Exhibit 3.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on February25, 2019.) 4.1 Third Amended and Restated Rights Agreement, dated as of June18, 2018, between News Corporation and Computershare Trust Company, N.A., as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on June18, 2018.) 4.2 Description of News Corporations Securities.* 10.1 Amended and Restated Employment Agreement, dated May9, 2019, between News Corporation and Robert Thomson. (Incorporated by reference to Exhibit 10.2 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on May10, 2019.) 10.2 Employment Agreement, dated February23, 2017, between News Corporation and Susan Panuccio. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on May10, 2017.) 10.3 Amended and Restated Employment Agreement, dated November9, 2017, between News Corporation and David Pitofsky. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on November13, 2017.) 10.4 News Corporation 2013 Long-Term Incentive Plan, as amended and restated effective August6, 2014. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on August11, 2014.) 10.5 News Corp Restoration Plan, amended and restated as of February11, 2019. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on May10,2019.) 10.6 Letter Agreement, dated June27, 2014, from News Corporation to K. Rupert Murdoch. (Incorporated by reference to Exhibit 10.12 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August14, 2014.) 10.7 Form of Agreement for Cash-Settled Performance Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.9 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August12, 2016.) 10.8 Form of Agreement for Stock-Settled Performance Stock Units under the News Corporation 2013 Long-Term Incentive Plan. (Incorporated by reference to Exhibit 10.10 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August12, 2016.) 10.9 Credit Agreement, dated as of October23, 2013, among News Corporation, as borrower, the lenders named therein, the initial issuing banks named therein, JPMorgan Chase Bank, N.A. and Citibank, N.A. asco-administrativeagents, JPMorgan Chase Bank, N.A. as designated agent, Commonwealth Bank of Australia as syndication agent and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Commonwealth Bank of Australia as joint lead arrangers and joint bookrunners. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on October29, 2013.) 10.10 Amendment No.1, dated as of October23, 2015, to the Credit Agreement, dated as of October23, 2013, among News Corporation, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A., asco-administrativeagents, JPMorgan Chase Bank, N.A., as designated agent, and the other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Current Report of News Corporation on Form8-K(File No.001-35769)filed with the Securities and Exchange Commission on October26, 2015.) 10.11 Amendment No.2, dated as of July13, 2016, to the Credit Agreement, dated as of October23, 2013, among the Company, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A., asco-administrativeagents, JPMorgan Chase Bank, N.A., as designated agent, and the other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on November8, 2016.) 10.12 Amendment No.3, dated as of March29, 2018, to the Credit Agreement, dated as of October23, 2013, among the Company, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A.,asco-administrativeagents,JPMorgan Chase Bank, N.A., as designated agent, and the other parties thereto. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report of News Corporation on Form10-Q(File No.001-35769)filed with the Securities and Exchange Commission on May11, 2018.) 10.13 Syndicated Revolving Facility Agreement, dated as of June17, 2014, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited, as initial borrowers, the initial financiers named therein and Commonwealth Bank of Australia, as facility agent. (Incorporated by reference to Exhibit10.19 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.14 Amendment Letter, dated as of June12, 2015, in respect of the Syndicated Revolving Facility Agreement, dated as of June17, 2014, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited, as initial borrowers, the initial financiers named therein and Commonwealth Bank of Australia, as facility agent. (Incorporated by reference to Exhibit10.20 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.15 Syndicated Revolving Facility Agreement, dated as of June12, 2015, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited, as initial borrowers, the initial financiers named therein and Commonwealth Bank of Australia, as facility agent. (Incorporated by reference to Exhibit10.21 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.16 Syndicated Revolving Facility Agreement, dated as of September12, 2016, among Foxtel Management Pty Limited and Foxtel Finance Pty Limited, as initial borrowers, the initial financiers named therein and Commonwealth Bank of Australia, as facility agent. (Incorporated by reference to Exhibit10.22 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.17 Multi-Option Facility Agreement, dated as of June30, 2017, among Foxtel Management Pty Limited, Foxtel Finance Pty Limited and the other original borrowers listed therein and Commonwealth of Bank of Australia, as the original lender. (Incorporated by reference to Exhibit10.23 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.18 Common Terms Deed Poll, dated as of April10, 2012, made by Foxtel Management Pty Ltd and the other parties thereto acting as initial guarantors in favor of the finance parties defined therein. (Incorporated by reference to Exhibit10.24 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.19 Guarantee Deed Poll, dated as of April3, 2018, made by each of the parties thereto acting as guarantors in favor of the finance parties defined therein. (Incorporated by reference to Exhibit10.25 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.20 Note and Guarantee Agreement, dated as of September24, 2009, among Foxtel Management Pty Limited, Sky Cable Pty Limited, Foxtel Media Pty Limited (formerly Telstra Media Pty Limited) and others. (Incorporated by reference to Exhibit10.26 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.21 Waiver, Consent and Amendment Number 1, to the Note and Guarantee Agreement, dated as of September24, 2009 among Foxtel Management Pty Limited, Sky Cable Pty Limited, Foxtel Media Pty Limited (formerly Telstra Media Pty Limited) and others. (Incorporated by reference to Exhibit10.27 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.22 Notice of Security Release and Amendment Number 2, to the Note and Guarantee Agreement, dated as of September24, 2009 (as amended from time to time), among Foxtel Management Pty Limited, Sky Cable Pty Limited, Foxtel Media Pty Limited (formerly Telstra Media Pty Limited) and others. (Incorporated by reference to Exhibit10.28 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.23 Deed of Guarantee dated September24, 2009 executed by each entity listed in Annex 1 thereto. (Incorporated by reference to Exhibit10.29 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.24 Note and Guarantee Agreement, dated as of July25, 2012, among Foxtel Management Pty Limited, Sky Cable Pty Limited, Foxtel Media Pty Limited (formerly Telstra Media Pty Limited) and others. (Incorporated by reference to Exhibit10.30 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 10.25 Deed of Guarantee dated July25, 2012 executed by each entity listed in Annex 1 thereto. (Incorporated by reference to Exhibit10.31 to the Annual Report of News Corporation on Form10-K(File No.001-35769)filed with the Securities and Exchange Commission on August15, 2018.) 21.1 List of Subsidiaries.* 23.1 Consent of Ernst& Young LLP with respect to News Corporation.* 31.1 Chief Executive Officer Certification required by Rules13a-14and15d-14under the Securities Exchange Act of 1934, as amended.* 31.2 Chief Financial Officer Certification required by Rules13a-14and15d-14under the Securities Exchange Act of 1934, as amended.* 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of Sarbanes Oxley Act of 2002.**