Welcome to the News Corp. 2009 earnings release conference. (Operator Instructions). I would now like to turn the conference over to Executive Vice President of Global Marketing and Affairs, Gary Ginsberg. Please go ahead.

Thank you, operator. Hello everyone and welcome to our second quarter fiscal 2009 Earnings Call. On the call today are Rupert Murdoch, Chairman and Chief Executive Officer; Peter Chernin, President and Chief Operating Officer; and Dave DeVoe, our CFO. Dave will give a detailed presentation of the quarter results at the beginning, followed by Rupert who will offer a more qualitative analysis of the company today and our future prospects. Rupert, Peter and Dave will then take your questions, which given the (inaudible) time, I implore you to limit to just one. This call may include certain forward-looking information with respect to the News Corp’s business and strategy. Actual results could differ materially from what is said, News Corp’s Form 10-Q for the three months ended December 31st 2008 lists risks and uncertainties that could cause actual results to differ and these statements are qualified by the cautionary statements contained in our filing. Finally please note that certain financial measures we will use in this call such as adjusted and operating income, adjusted EPS and adjusted net income are expressed on a non-GAAP basis and have been adjusted to exclude impairment charges and other net in the second quarter of fiscal '09. The GAAP to non-GAAP reconciliation of operating income is included in our press release and the EPS and net income reconciliation is posted on our website on our Investor Relations earnings release page. And with all that, I will turn the call over to Dave.

Gary, thank you and good afternoon. As you can see in today’s News Corporation’s earnings release, we are operating in a very challenging economic environment and our operating results reflect this. As a result of the market conditions and the decline in our stock price, we performed a review of our intangible assets during the quarter, which resulted in a pre-tax non-cash impairment charge of $8.4 billion related to goodwill and tangible assets. Because of this charge, reported GAAP operating income for the second quarter was a loss of $7.6 billion as compared to operating income of $1.4 billion for last year. Excluding this impairment charge, adjusted operating income in the second quarter was $818 million, down 42% as compared to last year’s result, reflecting declines in all segments except magazines and inserts and cable. Bottom-line, the company reported a net loss for the quarter of $6.4 billion as compared to $832 million of net income last year second quarter. In addition to the impairment charge this quarter, there were a few other comparative items to mention. This quarter's associated entities results include a small ITV write-down at BSkyB as compared to the $270 million charge [recorded] a year ago. Our other expense of $98 million principally reflects the pre-tax loss on the sale of our TV business in Poland, and our tax rate was favorably affected by tax credits from the impairment charge. Our normal tax run rate would approximate 39%. Including the net income effects of these items in the impairment, adjusted net income was $385 million in the quarter, down 57% from a similarly adjusted second quarter result a year ago. Adjusted earnings per share this quarter was $0.15, down 46% from the adjusted $0.28 in the second quarter a year ago. Now, I would like to…

Thank you Dave. Good afternoon everyone. The results Dave just outlined are a direct reflection of the recession that is deep than anyone predicted. Indeed it is the worst global economics crisis we witnessed since News Corp, was established more than 50 years ago. While it's impossible to be completely prepared for a downturn of this magnitude, we began priming ourselves for a weakening economy earlier last year. We have implemented strict cost cutting measures across all our operations. We have reduced headcount in individual businesses where appropriate and we've scaled back on capital expenditures. Even in plush times, we have never been a company that tolerates fat. So in times like these, we are better positioned to weather this cycle than our competitors. We've also consistently maintained a strong balance sheet, which today following our completion of the partial sale of NDS posts approximately $4.5 billion in cash. Given our strong financial position, we have the reserves on hand to cover over seven years of upcoming debt repayments. And we intend to operate our businesses and balance sheet as conservative as usual. It is important to point out that while our earnings are challenged and there are variables we cannot control, chief enough among them the weakening advertising market, we can control how we manage our businesses. I can tell you we are doing everything we possibly can strategically, operationally, and financially to position ourselves to emerge stronger when the economy returns to some semblance of normalcy. One of the things about our company, which I am most proud, is this. We are never content to accept the status quo, to not challenge conventional assumptions or challenge ourselves and coming up with new business models or new approaches. That’s the reason why we revolutionized network television with FOX or…

(Operator Instructions) And our first question comes from Michael Nathanson, Sanford. Bernstein. Please go ahead.

Thanks, I want to go to Rupert for a second, it sounds like, as you say there has been a little fat at News Corp over the years. So, when you described the opportunity to take out costs, which businesses do you think you have the best opportunities to take out cost and how big will those savings be?

We are taking them out everywhere. I mean, I am out in Australia at the moment and the local management is in the process of combining all their back-offices between the States of (inaudible). There are many different processes we are doing that goes right across the company, which is going to save a lot of people and a lot of money. And then there are other things, at the Wall Street Journal, there are so many numerous small things. We are combining the back-office of the Wall Street Journal and New York Post, which will eventually save about $7 million, certainly $4.5 million in the immediate future. We have also renegotiated nearly all of our delivery contractors across the whole of United States with a saving just starting now of $5 million a year and it goes on and on. It seems like we are chiseling away small things, but they do add up to a lot of money.

How about on the studio side? Can you talk about that?

Yeah, we have cut out I think just under $400 million in cost out of all Fox so far this year and it’s a combination of headcount and looking at all of our marketing things, looking at all of our vendor deals, and I think we have been extremely aggressive in looking at headcounts. We have been trying to do it without layoffs, but we have eliminated I think just under 800 positions from the company. We have put a headcount freeze at the beginning of the fiscal year and then recently we just eliminated two-thirds of the open jobs. So, we are down about 800 heads across all of the Fox Companies.

Thanks.

And our next question comes from Doug Mitchelson, Deutsche Bank. Please go ahead.

Thanks very much. Rupert, you and Dave talked about your strong balance sheet. I imagine you’ll be ultra-conservative in this environment, but should we have any expectation that you will look outside the company for growth opportunities? Thanks.

Now if they come to us and they are screaming bargains and they would fit us very well, we may well do that. But we haven't seen any or any sign of that yet. I have looked around and I really haven't seen any businesses that I really want to buy.

Right, thank you.

…or that would fit. We would like Premiere eventually. But we want businesses where we will have a direct relationship with the customers.

And so can I follow up on that, on BSkyB do you anticipate any change in your relationship with the stock near a long-term low?

No, it is a long term low.

Next question operator.

Thanks.

And our next question comes from Jessica Reif-Cohen, Bank of America. Please go ahead. Jessica Reif-Cohen - Bank of America/Merrill Lynch: Thank you, Bank of America/Merrill Lynch. Just a few questions for Peter; could you comment on what you are seeing for calendar second quarter cancellations for the broadcasting cable networks and what you are seeing in this scatter market in calendar Q1. And I guess your views of how much of this DVD slow down is cyclical versus circular? Thanks.

First of all, what we are seeing scatter is that we are writing scatter. In the current quarter. I think we have written about $50 million of scatter at upfront pricing or better. I think a lot of that is due to ratings shortfall in the marketplace but we feel we are probably doing better than our competitors. In terms of cancellations we have extended a couple of things; right now we are probably at about 8% of total dollars canceled for the fourth quarter and we would expect that to end up at 11%. And just to put that in context, for the past several years we have run in the 7% to 8%. So, we are a little bit higher than we’ve been running the past several years. But I think honestly, we are probably feeling that it is a little better than we expected on the cancellation side. And then I would say the National Cable Networks are a mixed bag depending upon whether you are exposed to auto advertising and the mix of advertisers, but in general, I think that the National Cable Networks are running fairly similarly to the broadcast networks. In terms of the DVD marketplace, what we saw was, it was [in this year], we were actually up slightly in the first half of the year. Clearly, the marketplace was down in the second half of the year, I think down about 11%. But most importantly, the sell-through market and was down close to 15%, primarily October to December. So we’ve seen some pretty rough numbers in that period. Interestingly, we have seen the sell-through market bounce back a little bit in January. I think the numbers we are looking at for January say, see sell-through down about 9%. So better than they were in the October quarter. You know, I read with interest, Bob's comments and I clearly think it is important to keep a close eye on the business. But I think given the depths of the consumer recession that we are in the middle of, I think it is too soon to -- there is so much consumer pressure and a number of retail trips are down, the size of baskets that what people are doing here. I think it is too soon to -- while I think it’s important to be mindful and to look at our cost structure, and to look at that business closely. I think in my opinion given the depths of the consumer recession that certainly is a pretty good way to account for most of what’s going on out there right now. Jessica Reif-Cohen - Bank of America/Merrill Lynch: Okay.

Our next question comes from Spencer Wang, Credit Suisse. Please go ahead.

Thanks, good afternoon. Rupert I guess the question is, as you look out a couple of years assuming the market stabilizes and the economy stabilizes. How do you think about the asset base of the company and your exposure to the local TV station business and newspaper business? And then just one quick housekeeping item for Dave. Through the first half of the fiscal year cash flow from operations and free cash flow were negative. It looks mostly like because of working capital. Is that just timing or is there something else, thank you?

(inaudible) I will go first quickly. Probably know we generate --

I am extremely happy with all of our newspapers. I think that they are good newspapers they are increasing their share of market. There has never been a greater appetite for news in the community. And we will be able to capitalize on that pretty well. I have got great faith and if we continue the way we are going, we may even get lucky and not have so much competition at the end of it all. But we are in good shape in the newspapers. On the television stations we are doing everything we can. We are in a process of some major cost cutting, which will take place over the next 12 months. And the big thing about the local, there will always be room for good local stations supplying good local news. That is what the demand is for, and that is what we are expanding, and which incidentally is cheaper programming to do than buying a lot of syndicated material. But will we return to the big profits of two years ago? I don't know. But we will certainly be seeing much better profits than we’re seeing at this moment.

Okay.

We were down about -- Dave you can correct me -- about 20% I think in revenue in the first half, certainly in this quarter that we’re looking at, and we are expecting and I think it may prove pessimistic, it may not, to be down 30% in the second half of the fiscal year and that is built into our forecast. But the big thing that really is killing us is the lack of automobile advertising. In local stations, automobile advertising was at least 30% of total revenue and there is precious little of it around at the moment. Other categories are down too, but nothing like that. So, it is a fight day-by-day there and we have had a little bit of encouragement over the last couple of weeks, but I wouldn't want to build false hopes on it.

With respect to your question on the cash flow, you are correct, the timing issue as you probably remember, the vast majority of our cash flow was generated in the second half of the fiscal year and as I said before in my opening remarks, we will generate significant free cash flow in the current year.

Okay.

Our underlying philosophy here is and I think it could be, most of you would agree with it, that on a global basis, we see in our business an increasing shift to subscription businesses; but will mass media still be a big factor? Absolutely.

Alright, next question Operator?

Thank you and our next question is from Alan Gould, Natixis. Please go ahead.

Yes, thank you. Dave, could you tell us -- have you taken any reserves for bankruptcies in either the TV end or the cable end as some of your competitors have. And if you think back to, I think it was the late 80s, you had a slew of TV station bankruptcies that hit all these companies. Are you concerned about that in the near future?

Yes, we have taken reserves and I mentioned a couple of them in my remarks. I don't want to get into the details of all of this. We have taken a reserve on Tribune and some others. And I think we feel for the moment adequately reserved.

Happy with that Tribune reserve or are there reserves on the firm’s entertainment side?

Yes, the Tribune was $10 million and the -- I think I mentioned the $22 million write-down for a customer actually in the United Kingdom as well. In the results I think we took around $50 million of provisions in reserves in the quarter.

Okay, thank you.

I think it’s important to note that Tribune is currently continuing to make payments on time to us.

Next question please.

And our next question comes from John Janedis, Wachovia. Please go ahead.

Hi, thank you. At the Wall Street Journal it looks like calendar ‘09 is starting off much like ’01 when your ad volume fell nearly 40% and EBITDA by a lot more. So I’m wondering, what are you hearing from the core financial and tech advertisers and where are you on the expected $100 million in savings that you talked about in the past?

We have made the $100 million there in the bank. And the increase in circulation revenue is, as I explained to you, it is going to be a slow process although a very strong one. I think no one has been moved up by less than about 40%; but [those aren’t true] no one less than by $40 a year, some by $100 a year depending on their status. The revenue I have got to tell you and particularly in January was bad, it always is bad. But it is very short-term. And it is very hard to get a visibility into the future there. We have the New York Times cutting rates against us. We will not cut our rates. So, we are down at the moment about 20% in advertising.

Next question please.

And our next question comes from Jason Bazinet with Citi. Please go ahead.

I have a question for Mr. Murdoch and please correct me if I mischaracterize your views. I think back in the late '90s you were sort of not a believer of internet advertising. And when we came out of the last recession, which was mild and you saw less of a rebound, I think sort of a light bulb burned off, that a lot of ads were migrating to the internet. You then bought some assets. Obviously it worked well for you for a while and I was just wondering at this juncture, how you are sort of thinking about the long-term viability of the internet as a medium? Are you bullish on it, and this is all cyclical or is it not sort of panning out. You sort of have questions about the viability?

I think there are -- and Peter would have views on this, too. In the social networking area (inaudible) we are getting 80% or 90% of the total revenue, but not that that is a particularly relevant number. Clearly, people in the search business are onto a very good thing. The general display advertising, if it can be very specific such as it is with the Wall Street Journal, where we have a very healthy increase and I think our group, they are going to do about a $120 million this year in advertising that is fine. But overall, you have a problem in that. There is an almost infinite increase in inventory for websites and for display. So, there is constant downward pressure on the rates you can get. We have to find new ways to monetize our huge audiences.

Okay. Thank you very much.

And our next question comes from…

I think I will just add that by being more data driven is good, and will be increasingly important, and we’re doing a lot to be able to refine and learn about our customers and our viewers on the web and that is showing some very promising returns. I’m sorry, go ahead.

And our next question comes from Jolanta Masojada, Credit Suisse. Please go ahead.

Thanks very much. I have a question for Dave to follow-up on the guidance that you’ve given. Can you just talk through the advertising assumptions you’re making now for full year guidance, compared with the advertising assumptions you were making in November?

Is this for Dave or me?

For Dave, or either.

We are not going to go through every single segment but as Rupert mentioned, we can talk about the TV stations where we were selling in the first -- of our guidance down about 20%. We gave guidance in November, now we are assuming guidance down 32%. So it’s that type of change and I don’t want to go through every single one of our businesses.

Can you just (inaudible) the UK and Australia more broadly?

I would say that, just if I may say that the downturn in Australia hit very late. It is beginning to hit now and I don't know what the exact figure is but we are not yet feeling it the way we have felt it in Britain. In Britain, it’s interesting. We have in the Sunday Times a totally dominant newspaper in the quality market, with the circulation a lot greater than its combined circulation with its competitors. Yet, what could be broadly called classified, whether it is jobs or travel or whatever, we have lost out on. I would say we are getting all the business at full rates that are available. But the profit of the Sunday Times is down quite seriously. On the other hand, on the Sun, it’s in a different market, it’s a popular market and it’s holding nicely over $3 million, is a great job. There were some weeks, thanks to price wars that were there in November and December where we had all-time record advertising revenues. That is not true at the moment but it is not down seriously.

Thank you.

So there it’s a mixed bag. And everywhere we are increasing our share of the market, whether it's in our local television stations in America or whether it is our newspapers in Britain.

Next question, please?

And our next question comes from Benjamin Swinburne, Morgan Stanley. Please go ahead.

Thank you. A question for either Rupert or Peter or both related to your station group. You're looking at the ratings across your network and on the station side. What is your view on retransmission payments starting to kick-in more significantly over the next few years? Is the model as it's set-up today appropriate for the audience delivery you are generating? Is there any scenario where you took that to the extreme and went to the FCC, gave Spectrum back and turned the network and station group over to effectively a cable network? I realize it's a little draconian, but what's your view on sort of the scenario that we are looking at here?

Well, I think Peter can answer better than me. We are active in the area of looking for retransmission charges. I'll say no more than that. Other people are doing that too, and we think that cable will have to contribute to these big mass programs. They are extremely important to them. They cannot drop us, particularly when we have things like the NFL franchise. We've been using them in the past. We've been giving people some retransmission rights in return for extended numbers of homes for our cable channels. So it's not that we're being unrewarded by that . We've been using this as a big asset to leverage cable distribution, the results of which you can see.

I would just both echo and add, most of our retrans deals don't come up for two to three years, but when they do come up, we would expect to be clearly partners with the cable guys. We are pretty aggressive. We are the number one network. We are generally the number one station. We've made heavy investments in the quality of our programming in sports and entertainment and in local programming on our stations. I guess we'd expect to outperform the market and what the value of retrans is, given we're the number one market and the number one station group. But most of our retrans deals are two to three years out.

If I could sneak one follow up in. Rupert, I don't know if you have a view on the Obama administration, the new FCC, we don't know who the Chairman is but assuming it's Genachowski, how does that, if at all, affect the News Corporation in terms of tax policy or FCC views across ownership?

(Inaudible) to people in Washington and we look forward to working with him positively. We're not expecting any enormous changes, but we do expect a more decisive and better run FCC.

Thank you.

Our next question comes from David Bank, RBC Capital Markets. Please go ahead.

Thank you. A couple of questions. First, could you remind us of the progression of cancellation options if you could go through the fourth quarter, first quarter and second quarter? In connection with that, can you remind us of the spread on scatter versus upfront pricing and how that spread has been trending for the fourth quarter through recently, has it changed recently, has it narrowed materially recently? And second, the Eastern European and Russian assets, can you give us an update on what's happening with those? Thanks very much.

Yes. On the cancellations, as I said earlier, we expect to end up this fourth quarter at about 11% and the third quarter we were somewhere in the 7% to 8% range, although I could be off on that. And so, we're seeing an increase, but not an increase all that dramatically. As I said earlier, the last several years it's been running at 7% to 8%. So I don't have it quarter-to-quarter, but that's what it looks like. In terms of scatter, we see the scatter market was probably a little bit stronger in the fourth calendar quarter. But, overall, as I said earlier, we have written $50 million of scatter at upfront pricing and we still think it's going along pretty well.

Okay. So, no material change in the last couple of weeks?

No.

Thank you.

I would say it's very erratic. We'll have a bad week, and then we'll have two good weeks. But that's been going on for the past four or five months. And so, we see no material trend changes.

Next question, please?

And our next question comes from Adam Alexander, JB Were. Please go ahead.

Good afternoon. I've got a quick question for either Rupert or Peter on SKY Italia. The high VAT charge came in from the 1st of January. I'm wondering whether or not you've seen an increase in June or an impact on net ads. And considering this quarter's results, do you still expect year-on-year growth in that business in US dollar terms? And then, of course, connected with that, there are reports you are in discussions with Telecom Italia about a stake in that business. I'm just wondering how any relationships there would impact SKY Italia.

We haven't seen much effect from that the VAT except anger by our viewers against the government. We have actually in our broadcast put in an extra $50,000 churn because of it. So far, and it's very early days, we see no evidence of that happening and we're still very confident. The year will see an increase in subscribers of 350,000.

We're confident of our growth not only in US dollars for the business, but also for the euro.

I didn't get a chance to answer an earlier question about Bulgaria and Russia. The answer is that Bulgaria is just fine. Russia is challenging to say the least, but certainly is still profitable. We may come back later to market with both those assets.

Rupert, is there anything in your discussions with Telecom Italia?

No. I don't think there's anything further to say about Telecom Italia.

Operator, we'll take one last question, and then we'll go to the press.

Thank you. Your next question will come from Rich Greenfield, Pali Capital. Please go ahead.

Just a couple of questions. One, on myNetworkTV, just given the potential at CW, it sounds like it may not survive the next year in the current environment. Just wondering how are you thinking about myNetwork, and if there is a change at myNetwork, what that would mean for the stations?

Look, I would say on the one hand we are pleased with the ratings increases. I think our ratings are up about 50%. But, clearly, the market has gotten a lot tougher and we are extremely focused on the cost basis other than to see if we can get the cost basis down. We think that the most important piece for the stations is the wrestling franchise, which we have wrapped up. So, we're looking at it pretty tightly. We feel good about the ratings performance, but it seems a very, very tough marketplace.

Just a follow-up, when you look at the advertising performance of what you're seeing at the core Fox stations, is it notably worse at myNetwork or are you seeing something similar at the current time?

I would characterize it as being worse, not notably worse.

Thanks.

Okay. Operator, we'll now end the investor protocol and go right into the press call.

(Operator Instructions)

Are there any questions from the press?

Okay. Our first question comes from Ken Lee, Financial Times. Please go ahead.

Hi. Peter, you stopped short of calling the declines in DVD sales a secular trend. But can you talk about how the company plans to respond to these declines? For instance, any plans to boost the pipeline of films into on-demand channels or the Internet?

First of all, I just said I think it's too early to say it's a secular decline and that we should look at it really closely. It very well may be, we just don't know yet. As a result of that, we are not sort of [chained on]. We are being aggressive, I think, about as aggressive as anybody about looking at every avenue of distribution. I think it's sort of the cornerstone of the way the company looks at things. Our view is we should be in the business of making the best possible content and distributing it as widely as possible. So we have seen pretty significant increases. I think on an industry basis we've seen the pay-per-view video on demand grow by about 25%. We've seen electronic sell-through grow in excess of 50%, and we are participating aggressively in all those areas. Obviously, as a company, we're extremely excited about and interested in Hulu, which we look at as being ultimately both a good asset for us as a company, but more importantly a way to maximize our revenues and distribution.

Given the current environment, is this an opportunity to tweak the windowing?

I think the window certainly between theatrical and in-home steadily decreased over the past several years. I think we'd probably see that continue, but I do think, particularly, right now, we're seeing pretty good theatrical marketplace and we want to constantly be alert that we don't in any ways compromise that.

Thank you.

And our next question comes from [George July], Hollywood Reporter. Please go ahead.

Gentlemen, I was wondering if you have some color on how the contract talks with Peter are going at this stage.

I'd just say that Peter and I are continuing our conversations and they're private, and that's all there is to it. Nothing more for me to say and we won't take any further questions on that. It's a confidential matter.

Next question, please?

And our next question comes from Jane Schulze, The Australian. Please go ahead.

Hi, Mr. Murdoch. I'm just wondering from your experience in previous downturns, when do you start to get a return of confidence from the advertising sector? Where do they first tend to put their money, into which segment, like do they go to TV or newspapers? And do you think when there is a return to confidence that a lot more of the advertising share may go to the Internet at this time? Secondly, can I have some comments from you please on how you think the film Australia has fared?

Many a time the advertising is certainly going to rush to the Internet. Whether it goes to newspapers or television or outdoor, I think it will depend on the advertiser. We'll see it across the whole board. As far as the film Australia, it has done extremely well on a worldwide basis, disappointingly in the United States. It was a pretty expensive film, but we will not lose money on it. We will make a small profit on it. Well, Peter can answer that, but I think that's correct.

Yes, that's correct.

Next question, please.

And next question comes from Robert McMillan with Reuters. Please go ahead.

Mr. Murdoch, you were saying before that you didn't think there were any companies out there so far that you could see that made a good strategic potential fit for News Corp. Lots of people like to talk about why the New York Times would or wouldn't make a good fit for News Corp and I'm curious about what you think about that fit in general?

I think that it's just that I've got no interest, but if you want me to comment further, I have got no desire to be an even bigger public enemy or target.

All right. And then, the one follow-up was why is cable up and I'm wondering if that is a long-term trend. That meat of the question is pretty much for anybody on the call right now. What's going on with the consumer that they keep signing up? It seems like it's really kind of going in the right direction at a time when other consumer trends are going in the wrong one?

People are spending more time at home. They're watching more television and they are enjoying wonderful choice. So you naturally get the audience fragmented somewhat, which is [hurting] over the air. But there is no question that good entertaining programs can be monetized very successfully.

All right. Thank you very much.

That all right, Peter.

No, I completely agree. I think that as people cut back on other options they're spending more time at home and they need the entertainment and information and sports that comes through cable. I think it's showing resiliency not only in the US, but around the world on our SKY platforms and some of our international cable assets.

We'll take our one more question please.

And that question comes from David Jefferies with Kyodo News. Please go ahead.

Hello. This question is for Mr. Murdoch. I was wondering similar to the New York Times a lot of Japanese newspapers are currently struggling with respect to individual subscribers and the influence of advertising, and I was wondering what you foresaw for the media industry as kind of a global entity and where you saw it going particularly once this recession…

I think it's fine. I think it's just a matter of the state of the economy and dependence. Different newspapers have differing dependence on advertising. Those that are most dependent on are particularly classified advertising are getting hurt the most, but it's a cyclical matter.

Thank you.

Thank you very much everybody. This will conclude our call. If you have any additional questions or other analyst perspective or press perspective, please call us in New York. We'll be happy to answer any more of your questions. Thank you and have a good day.

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