SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
For the Fiscal Year ended December 31, 2002
OR
¨ Transition Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934
Commission file number 33-89584
NEWS AMERICA SAVINGS PLAN
1211 Avenue of the Americas
New York, New York 10036
(Full title of the plan and the address of the plan,
if different from that of the issuer named below)
THE NEWS CORPORATION LIMITED
2 Holt Street
Sydney, NSW
Australia
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWS AMERICA SAVINGS PLAN | ||
| By: |
/S/ THEODORE EXARHAKOS | |
| Theodore Exarhakos | ||
| Vice President, Benefits, News America Incorporated | ||
Date: June 30, 2003
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
News America Savings Plan
December 31, 2002 and 2001
with Report of Independent Auditors
News America Savings Plan
Financial Statements
and Supplemental Schedule
December 31, 2002 and 2001
| 1 | ||
| 2 | ||
| 3 | ||
| 4 | ||
| Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year) |
17 | |
Report of Independent Auditors
Plan Administrator
News America Savings Plan:
We have audited the accompanying statements of net assets available for benefits of the News America Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2002 and 2001, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
New York, New York
June 24, 2003
1
News America Savings Plan
Statements of Net Assets Available for Benefits
| December 31 | ||||||
| 2002 |
2001 | |||||
| Assets |
||||||
| Investments, at fair value |
$ | 138,989,615 | $ | 12,584,387 | ||
| Participant loans |
2,751,949 | 2,975,922 | ||||
| Cash |
— | 139,751,499 | ||||
| Receivables: |
||||||
| Participant contributions |
— | 438,249 | ||||
| Employer contributions |
— | 248,962 | ||||
| Total receivables |
— | 687,211 | ||||
| Total assets |
141,741,564 | 155,999,019 | ||||
| Liabilities |
||||||
| Excess contributions due to participants |
41,632 | 180,580 | ||||
| Total liabilities |
41,632 | 180,580 | ||||
| Net assets available for benefits |
$ | 141,699,932 | $ | 155,818,439 | ||
The accompanying notes are an integral part of these financial statements.
2
News America Savings Plan
Statement of Changes in Net Assets Available for Benefits
| Year ended December 31 |
||||||||
| 2002 |
2001 |
|||||||
| Additions |
||||||||
| Investment income: |
||||||||
| Dividends and interest |
$ | 2,630,680 | $ | 5,216,514 | ||||
| Total investment income |
2,630,680 | 5,216,514 | ||||||
| Contributions: |
||||||||
| Participants |
14,434,619 | 14,382,898 | ||||||
| Employer |
4,637,503 | 4,470,757 | ||||||
| Total contributions |
19,072,122 | 18,853,655 | ||||||
| Asset transfers, net |
— | 3,697,366 | ||||||
| Total additions |
21,702,802 | 27,767,535 | ||||||
| Deductions |
||||||||
| Net realized and unrealized depreciation in fair value of investments |
23,837,003 | 16,867,785 | ||||||
| Benefits paid to participants |
11,956,314 | 16,107,355 | ||||||
| Other deductions |
27,992 | 28,871 | ||||||
| Total deductions |
35,821,309 | 33,004,011 | ||||||
| Net decrease |
(14,118,507 | ) | (5,236,476 | ) | ||||
| Net assets available for benefits: |
||||||||
| Beginning of year |
155,818,439 | 161,054,915 | ||||||
| End of year |
$ | 141,699,932 | $ | 155,818,439 | ||||
The accompanying notes are an integral part of these financial statements.
3
News America Savings Plan
December 31, 2002
1. Description of Plan
General
The News America Savings Plan (“Plan”) is a defined contribution plan sponsored by News America Incorporated (“Company”) a wholly-owned subsidiary of The News Corporation Limited (“News Corporation”).
The following description of the Plan is provided for general information only. For more detailed information, participants should refer to the Plan document.
Established in 1986, the Plan covers substantially all nonunion employees of the Company and its affiliates. The Plan meets the requirements of Internal Revenue Code Section 401(k) which permits employees to exclude contributions to the Plan from their current taxable income, subject to certain limits. The Plan is subject to the regulations of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code of 1986, as amended.
Assets Held in Trust
Through December 31, 2001, all Plan assets were held in trust with The Vanguard Fiduciary Trust and UBS PaineWebber Incorporated (“Paine Webber”). As of December 31, 2001, the Plan changed trustees from the Vanguard Fiduciary Trust to Fidelity Management Trust Company (“Fidelity”). In accordance with the change, the Plan’s investments in The News Corporation Limited’s Ordinary Stock Fund and Preferred Stock Fund were transferred to Fidelity on December 31, 2001. The remaining assets held by Vanguard were liquidated prior to year-end and cash amounting to $139,751,499 was transferred to Fidelity on January 2, 2002. Paine Webber continues to serve as the Plan’s trustee for the investment vehicle that allows investment in participant-elected securities. Among other duties, Fidelity and Paine Webber (collectively referred to as “Trustees”) are responsible for the custody, record keeping and investing of the Plan assets and for the payment of benefits to eligible participants. All contributions are invested by the Trustees as designated by the Plan participants.
4
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
The investment options available to the participants for the year ended December 31, 2002 and their related investment objectives were as follows:
Scudder International Fund—Invests in primarily common stocks of established companies outside the United States and will normally invest in at least three different countries at all times. It seeks to increase the value of investments over the long term through capital growth.
PIMCO Total Return Admin Fund—Invests in all types of bonds, including U.S. government, corporate, mortgage and foreign. It seeks to provide high total returns that exceeds general bond market indices.
Morgan Stanley Institutional Mid Cap Growth Adviser—Invests primarily in common stocks of small-to-medium-sized companies with market caps between $500 million and $3 billion that are growing rapidly and are expected to continue to grow and perform well. It seeks to increase the value of investments over the long term through price appreciation of mid-sized growth companies.
Morgan Stanley Institutional Fund, Inc. Small Company Growth Portfolio—Class B—Invests primarily in common stocks of small-to-medium-sized domestic (US) corporations and, to a limited extent, foreign (non-US) corporations. It seeks to increase the value of investments over the long term through price appreciation of small-and medium-sized companies.
Fidelity Equity-Income Fund—Normally invests at least 65% of total assets in income-producing equity securities, which tend to lead to investments in large cap “value” stocks. It seeks to provide a yield that exceeds the composite yield of the S&P 500.
Fidelity Growth Company Fund—Invests primarily in common stocks that are believed to have above-average growth potential. The fund may invest in securities of domestic and foreign issuers. It seeks to provide capital appreciation.
Fidelity Retirement Money Market Fund—Invests in U.S. dollar denominated money market securities and repurchase agreements for those securities. It seeks to provide a high level of current income that is consistent with the preservation of capital and liquidity.
5
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Fidelity Spartan U.S. Equity Index Fund—Invests at least 80% of assets in common stocks included in the S&P 500, which broadly represents the performance of common stocks publicly traded in the United States. It seeks to provide investment results that correspond to the total return performance of common stocks publicly traded in the United States.
Oakmark Select—Invests primarily in common stocks of US companies. The fund is non-diversified which means that it is not limited to a percentage of assets that it may invest in any one issuers. It seeks to increase the value of investments over the long term through capital growth.
Janus Advisor Worldwide Fund—Invests primarily in common stocks of foreign and domestic companies with flexibility to invest on a worldwide basis. It seeks to increase the value of investments over the long term through capital growth.
Fidelity Freedom Income Fund—Invests in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 20% stock, 40% bonds and 40% money market which will gradually become more conservative over time). It seeks to provide high current income and, as a secondary objective, some capital appreciation for those already in retirement.
Fidelity Freedom 2000 Fund—The Fidelity Freedom Funds invest in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 26% stock, 42% bonds and 32% money market which will gradually become more conservative over time). It seeks to provide high total returns for those planning to retire around 2000.
Fidelity Freedom 2010 Fund—The Fidelity Freedom Funds invest in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 47% stock, 44% bonds and 9% money market which will gradually become more conservative over time). It seeks to provide high total returns for those planning to retire around 2010.
6
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Fidelity Freedom 2020 Fund—The Fidelity Freedom Funds invest in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 71% stock, 29% bonds and 0% money market which will gradually become more conservative over time). It seeks to provide high total returns for those planning to retire around 2020.
Fidelity Freedom 2030 Fund—The Fidelity Freedom Funds invest in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 83% stock, 17% bonds and 0% money market which will gradually become more conservative over time). It seeks to provide high total returns for those planning to retire around 2030.
Fidelity Freedom 2040 Fund—The Fidelity Freedom Funds invest in other Fidelity mutual funds to provide moderate asset allocation consisting of underlying Fidelity stock, bond, and money market mutual funds (approximately 90% stock, 10% bonds and 32% money market which will gradually become more conservative over time). It seeks to provide high total returns for those planning to retire around 2040.
The News Corporation Limited’s Ordinary Stock Fund—This fund invests in News Corporation’s ordinary stock to provide the possibility of long-term growth through increases in the value of the stock and dividend reinvestment.
The News Corporation Limited’s Preferred Stock Fund—This fund invests in News Corporation’s preferred stock to provide the possibility of long-term growth through increases in the value of the stock and dividend reinvestment.
Fidelity BrokerageLink—A self-directed investment vehicle through Fidelity that allows investment in participant-selected securities provided the participant has a beginning balance of greater than $5,000.
PaineWebber—A self-directed investment vehicle that allows investment in participant-selected securities provided the participant has a beginning balance of greater than $5,000.
7
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Participants should refer to the prospectus issued for these funds for more complete descriptions of their investment policies and the related risks.
The investment options available to the participants for the year ended December 31, 2001 and their related investment objectives were as follows:
Vanguard Retirement Savings Trust—A collective investment trust that seeks to provide high level of income and a stable share value of $1. It invests primarily in investment contracts issued by insurance companies and commercial banks, providing a guaranteed rate of interest and protection of principal for a fixed period using various investment contracts. It also invests in alternative contracts that are backed by high-quality bonds and bond mutual funds owned by the trust.
Vanguard Prime Money Market Fund—A money market fund that seeks to provide a high level of income and a stable share price of $1 by investing in short-term, high quality money market instruments issued by financial institutions, nonfinancial corporations, the U.S. Government and federal agencies.
Vanguard Total Bond Market Index Fund—A bond fund that seeks to match the total return of the Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire U.S. taxable bond market.
Vanguard U.S. Growth Fund—An equity fund that seeks long-term capital appreciation by investing in a diversified portfolio of common stocks with above-average growth potential.
Vanguard Windsor II Fund—An equity fund that seeks long-term capital appreciation and dividend income by investing primarily in common stocks.
Vanguard Wellington Fund—A diversified trust fund that seeks to provide income and long-term growth of capital, without undue risk to capital, by investing in both stocks and bonds.
8
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vanguard 500 Index Fund—An equity fund that attempts to provide investment results that correspond to the price and yield performance of publicly traded stocks, in the aggregate, as represented by the Standard & Poor’s 500 Composite Stock Price Index.
Vanguard International Growth Fund—An equity fund that seeks long-term capital by investing in common stocks of companies based outside of the United States.
Vanguard Extended Market Index Fund—An equity fund that seeks to provide long-term growth of capital by attempting to match the performance of the Wilshire 4500 Equity Index, which is comprised of mid- and small-capitalization companies.
Vanguard Life Strategy Income Fund—A mutual fund that seeks a conservative to moderately high level of income by investment in four Vanguard funds.
Vanguard Life Strategy Conservative Growth Fund—A mutual fund that seeks a high level of income and moderate long-term growth of capital and income by investing in five Vanguard funds.
Vanguard Life Strategy Moderate Growth Fund— A mutual fund that seeks a reasonable level of income and long-term growth of capital and income by investing in four Vanguard funds.
Vanguard Life Strategy Growth Fund—A mutual fund that seeks moderate to aggressive long-term growth of capital and income by investing in four Vanguard funds.
The News Corporation Limited’s Ordinary Stock Fund—This fund invests in News Corporation’s ordinary stock to provide the possibility of long-term growth through increases in the value of the stock and dividend reinvestment.
9
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
The News Corporation Limited’s Preferred Stock Fund—This fund invests in News Corporation’s preferred stock to provide the possibility of long-term growth through increases in the value of the stock and dividend reinvestment.
PaineWebber—A self-directed investment vehicle that allows investment in participant selected securities provided the participant has a beginning balance of greater than $5,000. This investment option was closed to new participants effective December 31, 2001. Participants electing to self-direct their investments after that date are required to use the Fidelity BrokerageLink option. Participants should refer to the prospectus issued for these funds for more complete descriptions of their investment policies and the related risks.
| Eligibility |
All employees age 21 or older are eligible for Plan participation on the first of the month following 30 days of full-time regular employment provided they are scheduled to complete at least 1,000 hours of service during a 12-month period.
Contributions and Vesting
Plan participants are entitled to contribute, subject to certain Internal Revenue Service regulations, from 1% to a maximum of 20% (15% in 2001) of their pre-tax compensation, as defined, and up to 10% of their after-tax compensation, as defined, not to exceed a combined deferral percentage of 27% (22% in 2001). Participants’ voluntary contributions of up to 6% of their compensation are matched at 50% by the Company. Starting in 2002, the Plan also offers Catch-Up contributions for those eligible in percentage increments from 1% to a maximum of 20% up to the IRS maximum.
10
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Participants’ voluntary contributions and actual earnings thereon become vested immediately. Matching contributions in participants’ accounts vest at the rate of 20% for each year of service up to five years, except for those participants who formerly participated in the Consumer Card Marketing Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 2000. Such participants become vested in employer matching contributions over three years. Forfeitures (normally unvested interests of terminated participants’ matching contribution accounts) are allocated to reduce future matching contributions. Total forfeitures for the years ended December 31, 2002 and 2001 were approximately $472,680 and $666,000, respectively. The Company used approximately $448,165 to offset 2002 employer contributions.
Participant Accounts
A separate account is maintained by the Trustees for each participant to record the participant’s pre-tax and after-tax contributions, the employer’s matching contribution and Plan earnings.
Participant Loans
Participants may borrow from the Plan a minimum of $1,000 and a maximum amount generally not to exceed the lesser of $50,000 or 50% of the participant’s vested account balance. The loans are payable over a period not to exceed five years or, if the proceeds are used to purchase the participant’s principal residence, the loans are payable over a period not to exceed 20 years, and bear interest at prime plus 1%. The loans are secured by the pledge of the participant’s interest in the Plan.
At December 31, 2002, interest rates ranged from 5.75% to 6.00%. Participants are required to pay off outstanding loan balances when they leave the Company or the loan balances will be treated as taxable distributions to the participants. Participants may prepay their loans at any time without penalty.
11
News America Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Payment of Benefits
Plan participants or beneficiaries are eligible to receive a benefit payment equal to their vested account balance upon termination of employment, retirement, death or permanent disability, as stipulated in the Plan agreement. Such benefits shall be made in a lump-sum payment, subject to certain restrictions as defined in the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Company may terminate the Plan at any time, subject to the provisions set forth in ERISA. In the event of Plan termination, the accounts of all participants affected shall become fully vested and nonforfeitable. Assets remaining in the trust fund will be distributed to the participants and beneficiaries in proportion to their respective account balances.
Expenses
The majority of expenses incurred by the Plan are paid by the Company.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Investments in mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at the end of the reporting period. Investments in stock funds are valued at the year-end unit closing price, comprised of the year-end market price plus uninvested cash position. Investments in common stock are valued at quoted market prices. Participant loans are valued at their outstanding balances, which approximate fair value.
12
News America Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Dividend income is recorded on the ex-dividend date. Interest income is recognized when earned. Purchases and sales are recorded on a trade date basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
3. Investments
As further described in Note 1, the Plan’s investments were liquidated prior to the year-end of 2001 to facilitate the investment transfer to Fidelity Investments. Investments that represent 5% or more of the Plan’s net assets as of December 31, 2002 and 2001 are as follows:
| 12/31/2002 |
12/31/2001 | ||||
| Fidelity Growth Company |
$ | 9,980,977 | — | ||
| PIMCO Total Return Admin |
11,005,522 | — | |||
| Fidelity Equity-Income |
13,325,060 | — | |||
| Fidelity Freedom Fund 2010 |
22,123,307 | — | |||
| Fidelity Spartan US Equity Index |
28,530,154 | — | |||
| Fidelity Retirement Money Market |
28,553,566 | — | |||
As of December 31, 2001, there were no individual investments greater than 5% of the Plan’s net assets available for benefits.
13
News America Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
During 2002, the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) depreciated as follows:
| Paine Webber Self Direct Accounts |
$ | (902,186 | ) | |
| BrokerageLink |
(31,779 | ) | ||
| Pimco Total Return |
173,466 | |||
| MSIFT Midcap Growth |
(1,321,717 | ) | ||
| MSI SM Co Growth B |
(89,236 | ) | ||
| Oakmark Select I |
(511,450 | ) | ||
| Janus Adv Worldwide I |
(36,237 | ) | ||
| Scudder International Fund S |
(898,804 | ) | ||
| The News Corporation Limited’s Ordinary Stock Fund |
(562,080 | ) | ||
| The News Corporation Limited’s Preferred Stock Fund |
(609,937 | ) | ||
| Fidelity Equity Inc. |
(3,054,661 | ) | ||
| Fidelity Growth Co |
(4,729,004 | ) | ||
| Fidelity Freedom Income |
(4,761 | ) | ||
| Fidelity Freedom 2000 |
(20,154 | ) | ||
| Fidelity Freedom 2010 |
(2,283,939 | ) | ||
| Fidelity Freedom 2020 |
(175,870 | ) | ||
| Fidelity Freedom 2030 |
(102,752 | ) | ||
| Fidelity Retirement Money Market |
(219 | ) | ||
| Fidelity Spartan US Equity Index |
(8,659,796 | ) | ||
| Fidelity Freedom 2040 |
(15,887 | ) | ||
| $ | (23,837,003 | ) | ||
4. Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 11, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (“Code”) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. The Plan administrator has indicated that it will take the necessary steps, if any, to maintain the Plan’s qualified status.
14
News America Savings Plan
Notes to Financial Statements (continued)
5. Transactions with Parties-in-Interest
The Plan’s investments in mutual funds managed by the Trustees and its investments in the Plan Sponsor’s ordinary and preferred stock funds as well as its investments in the common stock of various subsidiaries of the Plan Sponsor, are considered to be party-in-interest transactions.
6. Change in Participating Employers
Effective December 31, 2001, Maximum Golf ceased being a participating employer in the Plan.
Effective April 14, 2002, Rawkus Entertainment, LLC, ceased being a participating employer in the Plan.
Effective June 30, 2002, News Digital Media ceased being a participating employer in the Plan.
Effective August 31, 2002, the News Group/Times Newspaper ceased being a participating employer in the Plan.
7. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits at December 31, 2002 and 2001 per the financial statements to Form 5500:
| December 31 |
||||||||
| 2002 |
2001 |
|||||||
| Net assets available for benefits per the financial statements |
$ | 141,699,932 | $ | 155,818,439 | ||||
| Amounts allocated to withdrawn participants |
(2,235 | ) | (84,958 | ) | ||||
| Net assets available for benefits per the Form 5500 |
$ | 141,697,697 | $ | 155,733,481 | ||||
15
News America Savings Plan
Notes to Financial Statements (continued)
7. Differences Between Financial Statements and Form 5500 (continued)
The following is a reconciliation of benefits paid to participants for the year ended December 31, 2002 per the financial statements to Form 5500:
| Benefits paid to participants per the financial statements |
$ | 11,956,314 | ||
| Add amounts allocated to withdrawn participants at end of year |
2,235 | |||
| Less amounts allocated to withdrawn participants at beginning of year |
(84,958 | ) | ||
| Benefits paid to participants per the Form 5500 |
$ | 11,873,591 | ||
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid.
8. Plan Merger
During 2001, the News America Savings Plan II and certain other plans were merged into the Plan. Such amounts are reported as part of asset transfers, net in the accompanying statement of changes in net assets available for benefits.
16
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | |||
| Fidelity held assets |
|||||
| *BrokerageLink |
$ | 133,929 | |||
| *Fidelity Freedom 2000 |
50,944.35 | 560,897 | |||
| *Fidelity Freedom 2010 |
1,933,855.55 | 22,123,307 | |||
| *Fidelity Freedom 2020 |
117,316.21 | 1,248,244 | |||
| *Fidelity Freedom 2030 |
49,674.16 | 508,663 | |||
| *Fidelity Freedom 2040 |
18,570.74 | 108,825 | |||
| *Fidelity Freedom Income |
22,136.71 | 234,649 | |||
| *Fidelity Equity Inc |
335,897.66 | 13,325,060 | |||
| *Fidelity Growth Co |
281,789.30 | 9,980,977 | |||
| *Fidelity Retire Mmkt |
28,553,565.45 | 28,553,566 | |||
| Janus Adv Worldwide |
8,123.56 | 175,550 | |||
| MSI Sm Co Growth B |
61,773.32 | 448,474 | |||
| MSIFT MidCap Gth Adv |
260,085.18 | 3,084,610 | |||
| *News Corporation Limited’s Ordinary Stock Fund |
378,714.69 | 3,163,176 | |||
| *News Corporation Limited’s Preferred Stock Fund |
451,829.14 | 3,926,124 | |||
| Oakmark Select I |
164,054.56 | 3,907,780 | |||
| Pimco Tot Return Adm |
1,031,445.37 | 11,005,522 | |||
| Scudder Intl Fund S |
144,851.67 | 4,397,697 | |||
| *Fidelity Spartan Us Eq Index |
915,895.79 | 28,530,154 | |||
| Fidelity Held Total |
$ | 135,417,204 | |||
| PaineWebber Held Assets |
|||||
| 3M Co |
60 | 7,398 | |||
| Abn Amro Hldg |
185 | 2,993 | |||
| Aflac Inc |
85 | 2,560 | |||
| Agere Systems Inc Class A |
15 | 22 | |||
| Agere Systems Inc New Class B |
386 | 540 | |||
| Akzo Nobel Nv |
70 | 2,232 | |||
| Alcatel Alsthom Compagnie |
455 | 2,020 | |||
| Alliance AFD Money Market |
2.84 | 3 | |||
| Alliance Growth & Income Fd Inc-B |
36,710.95 | 93,980 | |||
| Alliance Growth Fund-C |
10.93 | 168 | |||
| Alliance Growth-B |
5,779.38 | 14,795 | |||
| Alliance New Europe Fund Inv-B |
2080.84 | 21,100 | |||
17
EIN: #13-3249610
Plan: #002
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets—(continued)
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | ||
| PaineWebber Held Assets (continued) |
||||
| Alstom S.A. Spon ADR |
265 | 1,344 | ||
| Amer Intl Group Inc |
194 | 11,223 | ||
| America Movil S.A De C.V |
110 | 1,580 | ||
| Amgen Inc |
175 | 8,460 | ||
| AOL Time Warner |
3,450.00 | 45,195 | ||
| AT&T Corp |
478 | 12,481 | ||
| AT&T Wireless Services Inc |
768 | 4,339 | ||
| Aura Systems Inc. |
67,000.00 | 3,953 | ||
| Automatic Data Processing |
190 | 7,458 | ||
| Avaya Inc |
121 | 296 | ||
| Axa ADR |
175 | 2,354 | ||
| Bae Systems Plc Spon |
180 | 1,437 | ||
| Banco Bilbao Vizcaya |
475 | 4,612 | ||
| BASF AG Spon ADR |
95 | 3,631 | ||
| Bayer AG Spon ADR |
125 | 2,706 | ||
| Bayerische Hypotheken Und Spon ADR |
170 | 2,640 | ||
| Bed Bath & Beyond Inc |
100 | 3,453 | ||
| Bellsouth Corp |
500 | 12,935 | ||
| Berkshire Hathaway Inc-B |
10 | 24,230 | ||
| Boots Co Plc ADR |
180 | 3,396 | ||
| Brinson Strategy Fund-C |
43,833.76 | 56,197 | ||
| British Amer Tobacco Plc |
155 | 3,054 | ||
| Brocade Commun. Systems Inc. |
465 | 1,925 | ||
| BT Group Plc Spon |
56 | 1,754 | ||
| Cardinal Health Inc |
180 | 10,654 | ||
| Cash |
828 | |||
| Cemex S A Spon ADR |
60 | 1,291 | ||
| Centrais Eletricas Bras Sa |
555 | 1,850 | ||
| Charter Communications Class-A |
2,750.00 | 3,245 | ||
| Cisco Sys Inc |
1,320.00 | 17,292 | ||
| Citigroup Inc |
690 | 24,281 | ||
| Coca Cola Co |
75 | 3,288 | ||
| Colgate Palmolive Co |
185 | 9,700 | ||
| Comcast Corp |
773 | 18,220 | ||
18
EIN: #13-3249610
Plan: #002
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets—(continued)
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | ||
| PaineWebber Held Assets (continued) |
||||
| CompanHia De Bebidas Das Amers |
290 | 4,512 | ||
| Compania Anonima Nacional Telefonos De Venezuela |
110 | 1,386 | ||
| Contl AG Spons ADR |
90 | 1,384 | ||
| Corus Group Plc |
205 | 855 | ||
| DBS Group Hldgs Ltd |
128 | 3,247 | ||
| Dell Computer Corp |
155 | 4,145 | ||
| Deutsche Telekom |
105 | 1,334 | ||
| Eaton Vance Worldwide Health Sciences Fund-B |
1,639.01 | 13,522 | ||
| Electricidade De Portugal S.A |
140 | 2,352 | ||
| Fannie Mae |
125 | 8,041 | ||
| First Data Corp |
115 | 4,072 | ||
| *Fox Entertainment Group Inc.-A |
2,000.00 | 51,860 | ||
| Ft Templeton Growth-A |
680.298 | 10,837 | ||
| Gemstar Tv Guide Intl Inc |
4,000.00 | 13,000 | ||
| Genl Electric Co |
5,470.00 | 133,194 | ||
| Glaxo Smithkline Plc ADR |
70 | 2,622 | ||
| GMAC Smartnote Clble |
14,316 | |||
| Hitachi Ltd ADR New Japan |
105 | 3,911 | ||
| HSBC Holdings Plc New Gb |
105 | 5,773 | ||
| IBM |
90 | 6,975 | ||
| Ing Groep N V Nl Spon ADR |
235 | 3,957 | ||
| Integrated Medical Res Inc. |
1,000.00 | 0 | ||
| Intel Corp |
4,000.00 | 62,280 | ||
| Invesys: Plc Spon |
590 | 1,002 | ||
| Iridium World Communications |
100 | 11 | ||
| Jardine Strategic Hldgs ADR |
980 | 4,998 | ||
| John Hancock Technology-B |
1,392.32 | 3,188 | ||
| Johnson & Johnson |
175 | 9,399 | ||
| Komatsu Ltd Spon ADR |
165 | 2,152 | ||
| Koninklijke Ahold Nv New Spon ADR |
180 | 2,291 | ||
| Korea Electric Power |
305 | 2,592 | ||
| Kt Corp Spon ADR |
125 | 2,694 | ||
| Lowes Companies Inc |
140 | 5,250 | ||
| Lucent Technologies |
1,460.00 | 1,840 | ||
19
EIN: #13-3249610
Plan: #002
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets—(continued)
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | ||
| PaineWebber Held Assets (continued) |
||||
| Lukoil Oil Co Spon ADR |
50 | 3,072 | ||
| Marks & Spencer Spon ADR |
113 | 3,438 | ||
| Marsh & Mclennan Cos Inc |
115 | 5,314 | ||
| Matsushita Elec Ind ADR Japan |
385 | 3,696 | ||
| MBNA Corp |
397 | 7,551 | ||
| Medtronic Inc |
265 | 12,084 | ||
| Merck & Co |
422 | 23,889 | ||
| Merrill Lynch Global Nts |
66,190 | |||
| Metricom Inc |
100 | 0 | ||
| Metrocall Inc |
100 | 0 | ||
| MFS Emerging Growth Fund-A |
35.285 | 583 | ||
| MFS Emerging Growth Fund-B |
575.143 | 11,624 | ||
| MFS Value Fund-B |
1,426.73 | 23,484 | ||
| Microsoft |
200 | 10,340 | ||
| Millea Holdings Inc ADR |
90 | 3,168 | ||
| Mitsubishi Tokyo Financial |
440 | 2,354 | ||
| MM02 Plc ADR |
56 | 400 | ||
| Munder Netnet Fund-B |
294.334 | 2,837 | ||
| Munder Netnet Fund-C |
90.172 | 869 | ||
| *News Corp Ltd |
97 | 2,546 | ||
| *News Corp Ltd ADR New Austr. |
1,400.00 | 36,750 | ||
| *News Corp Ltd Spons ADR |
10,895.00 | 246,772 | ||
| Nippon Teleg & Tel Corp |
180 | 3,179 | ||
| Nokia Corp Spons ADR Finland |
230 | 3,565 | ||
| Nortel Ntwks Corp New (Holding Co) |
2,130.00 | 3,429 | ||
| Oracle corp |
220 | 2,376 | ||
| Pace Global Fixed Income Inv-P |
1,834.44 | 21,133 | ||
| Pace Gov’t Fixed Income Inv-P |
2,378.23 | 31,036 | ||
| Pace inter. Fixed income inv-p |
1,110.59 | 12,794 | ||
| Pace Intl Emerging Mkts Equity Inv-P |
2,526.64 | 18,470 | ||
| Pace Intl Equity Inv-P |
7,218.89 | 66,775 | ||
| Pace Lg Co Growth Equity Inv-P |
12,318.86 | 135,384 | ||
| Pace Lg Co Value Equity Inv-P |
8,085.85 | 111,746 | ||
| Pace Money Mkt Inv-P |
8,235.86 | 8,236 | ||
20
EIN: #13-3249610
Plan: #002
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets—(continued)
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | ||
| PaineWebber Held Assets (continued) |
||||
| Pace Sm/Med Co Growth Equity Inv-P |
6,396.60 | 70,618 | ||
| Pace Sm/Med Co Value Equity Inv-P |
3,931.69 | 54,926 | ||
| Pace Strategic Fixed Income Inv-P |
3,837.17 | 52,416 | ||
| Pepsico Inc |
205 | 8,655 | ||
| Petroleo Brasileiro |
265 | 3,551 | ||
| Pfizer Inc |
405 | 12,381 | ||
| Pimco Pea Renassance Fund Class-B |
556.271 | 7,732 | ||
| Portugal Telecom SGPS |
357 | 2,438 | ||
| Procter & Gamble Co |
60 | 5,156 | ||
| PW Pace Large Comp Value Equity |
146.46 | 2,027 | ||
| REPSOL YPF S.A SPON |
670 | 8,764 | ||
| Reuters Group Plc Spon ADR |
195 | 3,354 | ||
| RJ Reynolds Tobacco Holdings |
200 | 8,422 | ||
| RMA Money Mkt. Portfolio |
1,060,954.86 | 1,060,955 | ||
| Rolls Royce |
390 | 3,359 | ||
| Sansom St Mny Mkt Prtfl |
3.71 | 4 | ||
| SLM Corp Vtg |
48 | 4,985 | ||
| State Street Corp |
125 | 4,875 | ||
| Sumitomo Mitsui Banking Corp |
550 | 1,724 | ||
| Swire Pac Ltd |
830 | 3,171 | ||
| Swisscom AG |
160 | 4,562 | ||
| Sysco Corp |
225 | 6,703 | ||
| Target Corp |
90 | 2,700 | ||
| TDK Corp ADR Japan |
105 | 4,121 | ||
| Telebras Telecomun. |
55 | 1,026 | ||
| Telecom Argentina Stet France |
150 | 338 | ||
| Telecom Corp New Zealand Ltd |
185 | 3,537 | ||
| Telecom Italia Spa Repstg |
68 | 5,167 | ||
| Telefonica SA |
139 | 3,693 | ||
| Telefonos De Mexico |
110 | 3,518 | ||
| Texas Instruments |
250 | 3,753 | ||
| Travelers Property Casualty Class A |
22 | 322 | ||
| Travelers Property Casualty Class B |
46 | 674 | ||
| UBS Cash Reserves Fd |
16,054.76 | 16,055 | ||
21
EIN: #13-3249610
Plan: #002
News America Savings Plan
Schedule H, Line 4(i)—Schedule of Assets—(continued)
(Held at End of Year)
December 31, 2002
| Identity of Issue |
Units |
Current Value | |||
| PaineWebber Held Assets (continued) |
|||||
| UBS PW Money Fund |
2,268.40 | 2,268 | |||
| UBS PW Ret Money Fund |
76,034.53 | 79,205 | |||
| UBS Strategy Fund |
27,724.66 | 115,612 | |||
| United Parcel Service |
25,480 | ||||
| United Parcel Service Inc Cl B |
60 | 3,785 | |||
| United Health Group Inc |
60 | 5,010 | |||
| US Treasury Bill |
49,761 | ||||
| Verizon Communications |
400 | 15,500 | |||
| Wal Mart Stores Inc |
2,790.00 | 140,923 | |||
| Walgreen Co |
270 | 7,881 | |||
| Walt Disney Co |
615 | 10,030 | |||
| Wells Fargo & Co |
120 | 5,624 | |||
| Worldcom Inc Ga New Mci Group |
20 | 4 | |||
| Worldcom Inc.—Worldcom Group |
500 | 69 | |||
| Zurich Financial Svcs |
256 | 2,388 | |||
| PaineWebber Held Total |
$ | 3,572,411 | |||
| Total Investments |
$ | 138,989,615 | |||
| Participant Loans (interest rate from 5.75% to 6.0%) |
$ | 2,751,949 | |||
* Party-in-interest
22
EXHIBITS
| Exhibit No. |
Description | |
| 23.1 |
Consent of Ernst & Young LLP | |
| 99.1 |
Certification by K. Rupert Murdoch, Chairman of the Board and Chief Executive of The News Corporation Limited | |
| 99.2 |
Certification by David F. DeVoe, Senior Executive Vice President and Chief Financial Officer of The News Corporation Limited | |