Gary Ginsberg - Executive Vice President, Global Marketing and Corporate Affairs David F. DeVoe - Chief Financial Officer, Senior Executive Vice President, Director Rupert Murdoch - Chairman of the Board and Chief Executive Officer Peter Chernin - President, Chief Operating Officer and Director

Michael Nathanson - Sanford C. Bernstein Jessica Reif Cohen - Merrill Lynch David Bank - RBC Capital Markets Alan Gould - Natexis Bleichroeder Doug Mitchelson - Deutsche Bank Jolanta Masojada - Credit Suisse Tuna Amobi - Standard & Poor’s Rich Greenfield - Pali Capital Benjamin Swinburne - Morgan Stanley Mark Wienkes - Goldman Sachs

Andrew Clark - Guardian News George Zollie - Hollywood Reporter Sarah Rable - Bloomberg News Robert McMillan - Reuters Brian Steltzer - The New York Times Ryan Makashima - The Associated Press Ben Fricks - The Los Angeles Times

Ladies and gentlemen, thank you for standing by and welcome to the News Corporation third quarter 2009 earnings release. (Operator Instructions) I would now like to turn the conference over to Executive Vice President of Global Marketing and Corporate Affairs, Mr. Gary Ginsberg. Please go ahead.

Thank you, Ryan. Hello, everyone and welcome to our third quarter fiscal 2009 earnings conference call. On today’s call 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’s results. Rupert will then offer a more qualitative analysis of the company and our future prospects, followed by Peter who will make some brief remarks before taking your questions. This call may include certain forward-looking information with respect to News Corp.'s business and strategy. Actual results could differ materially from what is said. News Corp.'s Form 10-Q lists risks and uncertainties that could cause actual results to differ and these statements are qualified by the cautionary statement contained in such a filing. Please note also that certain financial measures used in this call, such as adjusted operating income, adjusted EPS, and -- to non-GAAP reconciliation of operating income is posted on our website on our investor relations earnings release page. And with all of that, I’ll turn the call over to Dave. David F. DeVoe: Gary, thank you and good afternoon, everybody. As you can see in today’s earnings release, we are continuing to operate in a very challenging economic environment and our current operating results reflect this. Operating income in the third quarter was $755 million and this is down 47% compared to last year’s results. Primarily this reflects declines in our television and print businesses, partially offset by growth in our cable channel. The quarter also includes approximately $55 million in one-time restructuring costs at our print business. Equity losses of affiliates totaled $40 million in the quarter, compared to equity earnings of $109 million a year ago. This variance is primarily the result of the absence of DIRECTV and Gemstar’s earnings. These two companies were disposed of last year. It also reflects the inclusion of our share of losses at Primera. Bottom line, the company reported net income for the quarter of $2.7 billion. This is in line with the 2.7 reported in last year’s third quarter. Reported earnings per share this March quarter were $1.04 as compared to $0.91 reported for the same quarter a year ago, and this is due to fewer shares outstanding. It’s important to note that this year’s results includes a $1.2 billion gain in other related to the partial sale of our NDS ownership, which was completed in February. The prior year’s third quarter results also includes a $1.7 billion gain on the asset and stock exchange with Liberty Media. In addition to these items, this quarter’s equity earnings of affiliates includes an $81 million ITV write-down at BSkyB, as compared to $101 million charge recognized a year ago. Excluding the net income effects of these items, adjusted net income was at $1.59 billion in this quarter, as compared to a similarly adjusted $899 million last year. Adjusted earnings per share this quarter was $0.61, up from an adjusted $0.30 in the third quarter a year ago. In addition, this quarter’s net income includes a one-time, non-cash tax benefit of approximately $1.2 billion resulting from the required adjustment of our opening tax accruals, due to the completion of certain multi-year tax audits, which contributed $0.46 to our earnings per share in the quarter. In accordance with FIN-48, we did not recognize the accounting benefits related to certain tax deductions in prior periods until we had final resolutions of these matters. With that, I would like to provide some comments on the performance at a number of our business segments, and we’ll start with the film segment, which reported third quarter operating profit of $282 million, and this is 8% higher than last year’s result, primarily reflecting higher contributions from our television production business, which was negatively impacted last year by the writers’ strike. More recently, our year-over-year performance in the movie business has also improved considerably, with a number of recent box office successes, led by Wolverine, and also including Marlie and Me, Slumdog Millionaire, and Taken, which are now starting to flow through the home entertainment window and are doing quite well. At our television segment, operating income in the quarter was $4 million, as compared to $419 million in the third quarter a year ago. This result reflects weaker ad markets, higher entertainment programming costs at the network, and the absence of both the Super Bowl and contributions from eight stations that were sold last July. The eight stations accounted for revenues and earnings declines of $76 million and $24 million respectively. Excluding the Super Bowl revenues of approximately $30 million last year, revenues at our remaining stations declined 28%. This is slightly less of a decline than the overall TV station market. Virtually every category was down in the quarter, with continued weakness from auto, financial, and movie categories. At the Fox Broadcasting Network, higher operating losses resulting from higher license fees on our returning shows and lower primetime ad sales reflecting 13% lower ratings. Programming costs in the year-ago quarter were unusually low due to the writers’ strike that precluded running the entirety of 24 last season and resulted in the broadcasting of several lower priced re-runs. Lower ratings from NASCAR also impacted revenues and profits at SBC during this quarter. And at Star, earnings contributions were down, reflecting a general softness in the local ad markets in India, as well as higher channel cost from the launch of regional language channels. Now moving on to the cable network segment, where we continue to show very strong growth, with operating income up 30%, driven by 11% revenue increases. As a reminder, comparative results at this segment are impacted by the sale of three of the RFMs last year, which had revenues of $35 million and operating profit of $14 million. Taking this into account, total segment affiliate fees on a like-for-like basis, were up 24% in the aggregate, and advertising revenues were down 6%. From a channel perspective, the largest year-over-year gains in the quarter were from the Fox News Channel, which achieved its highest quarterly operating profit ever, due to higher affiliate rates and increased subscribers. New affiliate deals for Fox News are now in effect, with all the major cable and satellite operators except Charter and Cox, which should both be renewed over the next year. The Big 10 network reported operating profits as compared to losses a year ago, reflecting last fall’s distribution agreement in the Midwest, and the international channels from revenue growth, especially in Latin America and Japan, as well as lower operating expenses in Europe. Turning to our direct broadcast satellite segment, Sky Italia reported operating income of $63 million, a $34 million decrease from the third quarter a year ago. About two-thirds of this decline results in a shift in the timing of our software package revenue recognition, which we described in each of our last two quarterly earnings calls. The balance of this decline is due to higher cost and unfavorable foreign currency movement that more than offset local currency revenue growth. Sky Italia’s local currency revenue grew 7% in the quarter and this is driven by a 7% increase in the average subscriber base, as compared to last year. Monthly ARPU in the quarter averaged 44 Euros. This is slightly below the 45 Euros achieved in the prior year. Excluding the impact of the soccer revenue change, local currency revenue growth would have been two percentage points higher and monthly ARPU would have been approximately 46 Euros. In the quarter, Sky Italia also had higher programming costs due to the larger subscriber base, increased soccer costs, and the addition of 15 new channels. Additionally, as discussed last quarter, we are also investing in new initiatives to drive higher penetration and premium services on our existing subscriber base. These initiatives have an up-front technology and service cost; however, these investments create a more durable and more profitable subscriber base. And for example, the churn rate for a premium service subscriber is 75% lower than a non-premium service subscriber. As a result of these efforts, at quarter end, over 1.2 million subscribers were taking at least one premium service, such as an HD, DVR, or a second box, as compared to 730,000 subscribers a year ago. And finally, in the quarter gross additions were approximately 232,000, while net additions were approximately 46,000, bringing the closing subscriber base to 4.8 million. While gross additions in the quarter were 25% higher than the same period in the prior year, our net additions reflected higher churn, which we now expect to be around 12% for the year. The churn increase was exacerbated by a doubling on January 1st of the required VAT rate from 10% to 20% on our subscription rates. It was also affected by the worsening economic conditions in Europe and in Italy in particular. Despite these factors, over 90% of the 1.2 million contracts expiring in the quarter were renewed. Excuse me for just a minute. Turning now to our newspaper and information service segment, operating income in this quarter was $7 million, and this is down from $209 million last year. This year’s results reflect significantly weaker advertising trends in all markets, unfavorable foreign exchange movements, as well as the inclusion of approximately $25 million in restructuring charges relating to cost reduction programs. In the United Kingdom, local currency advertising revenues were down 21% overall from declines in classified and caller display advertising and this is principally from volume declines at our quality titles. U.K. circulation revenues, however, were up 4% due to higher pricing and in the United Kingdom, we continue to focus on growing our market share. In Australia, advertising revenues were down 16% compared to a year ago. Classified advertising revenues declined 26%, primarily from reduced employment advertising, while display revenues were down 12%, reflecting the weak real estate market. And at Dow Jones, operating results declined largely due to a 33% advertising decrease at the Wall Street Journal from both display and classified advertising revenue. This is essentially a reflection of the significantly reduced volume activity in the financial markets and in industry in the United States in general. Like at our other properties, Dow Jones continues to reduce its cost base to respond to the revenue declines. Turning to our book publishing segment, third quarter operating income contributions were down $67 million compared to last year. This decline reflects the inclusion of $30 million of restructuring charges, as well as the weaker retail book market, with retailers scaling back inventory and a reduced number of strong new releases versus a year ago. And at our other segment, we reported a third quarter operating loss of $89 million, $82 million below a year ago. Half of this decline is due to the partial sale of our NDS ownership in early February, at which point NDS results were no longer consolidated with News Corporation. The remaining other segment profit decline reflects weaker Fox Interactive Media results. FIM revenues in the quarter of $187 million were down 11% compared to a year ago, primarily due to 16% lower advertising revenue, which includes a reduction of branded and performance advertising revenues at MySpace. Additionally, total FIM costs were up 7%, reflecting the continued rollout of the MySpace music joint venture and the addition of other new MySpace features. And Rupert will comment in a moment on recent changes at FIM. Finally, let me address our guidance for the remainder of fiscal 2009, and as a reminder, you will recall that we measure this guidance excluding from fiscal 2008 results -- the $253 million in operating profit contributions from businesses or assets sold in fiscal 2008, which are no longer included in our ongoing results, namely the eight TV stations, the three RSMs sold to Liberty and the U.K. land sale. So when we look at measuring comparisons in fiscal 2009, we are comparing it to a base of $5.13 billion in operating profit for fiscal 2008, and our fiscal 2009 outlook excludes the effect of impairment and restructuring charges. In early February, we reduced our fiscal 2009 operating outlook to be down approximately 30% from the $5.13 billion fiscal 2008 results. While we have seen a little more deterioration at some of our advertising driven businesses, particularly newspapers and Fox Interactive, we have also seen some stabilization of the decline at a local TV station business. In addition, our filmed entertainment segment has regained much of its lost momentum, with more successful recent film releases, which includes Wolverine. As a result, taking all of these factors into account, we are maintaining our outlook for operating income to be down approximately 30% from the $5.13 billion fiscal 2008 results and this guidance assumes there will be no further weakening in advertising markets and economic conditions. And with that, I would like to turn the call over to Rupert for his comments.

Thank you, Dave and good afternoon, everyone. I am not an economist and we all know economists were created to make weather forecasters look good. But it is increasingly clear that the worst is over. As you know, I have been uncharacteristically pessimistic in recent calls, though I would argue that it was a well-founded concern. But there are emerging signs in some of our businesses that the days of precipitous decline are done and that revenues are beginning to look healthier. Clearly, as our results show, we continue to feel the effects of the tough economy, so we are weathering it by sticking to the core strategy that has helped us grow into a major global media and entertainment company with a strongly diversified portfolio. That strategy consists of investing wisely in properties that represent the next generation of growth, maintaining profitable assets at various stages of development, conservatively managing our balance sheet to maximize flexibility, and cutting costs and restructuring as far as possible without damaging our great franchises. To that end, we have reduced staff levels by 3,000 people, effecting very few journalists or creative personnel. We have streamlined and merged activities everywhere but especially at our stations and newspapers. We know the economy will eventually rebound. These strategies will allow us to emerge even stronger when that recovery begins. We are beginning to see a number of bright spots that give us encouragements. Most notably, these include a resurgence at our film studio with continued strong growth of our 200 worldwide cable channels, and circulation gains at the Wall Street Journal and market share gains at our U.K. and Australian newspaper titles. Let me go through each of them briefly. Firstly, the movie business -- it is booming right now. At Fox, we could not be happier with last weekend’s $85 million opening of Wolverine, the biggest domestic opening of 2009. Globally, we added another $73 million, and in many individual markets, we saw the best numbers of any X-Men film. It’s a testament to the strength of this important franchise and of the overall health of the business. Indeed, the movie industry is proving itself anti-cyclical -- already in 2009, domestic box office revenue is up more than 15%, and that’s not just from ticket prices but in admissions overall. And with the event of 3D cinema, we think those numbers are set to rise significantly. Similarly, on the home entertainment side, the explosion of digital platforms is giving us more options to bolster an important part of our film entertainment segment. We have a potentially great slate of films over the next 18 months and are busy building on them. Our cable segment remains a viable performer, up 30% in operating income year over year, led by the Fox News Channel. This past quarter, Fox News achieved its highest operating profit ever, nearly doubling its progress from the previous year’s quarter. It’s a stunning achievement for a 13-year old network who continues to dominate cable news. It has held the number one position in cable news for 87 consecutive months and in April, Fox News grew its primetime audience a staggering 63% over the same period a year ago in the key 25 to 54 demo. Today it’s the number two network in prime time among all basic cable networks and is closing the gap with the long time number one network, USA. On the advertising front, in both cable and broadcast, volume and pricing are holding up well and scatter is currently being done at or above up-front pricing. We are seeing strong growth at the WSJ.com, as measured by our internal metrics. We had 13.4 million visitors in April last year, whereas this last month, we had 26.5 million visitors. Ad revenues for the site are forecast to rise 20% year-on-year in the fourth quarter. In just three weeks, 360,000 people have downloaded the Journal’s iPhone mobile reader. As you can imagine, we will soon be making them pay handsomely for the privilege of accessing the world’s best business news source. If it is possible to charge for content on the web, it is obvious from the Journal’s experience. We are now in the midst of a [proper] debate over the value of content and it is clear to many newspapers the current model is malfunctioning. We have been at the forefront of that debate and you can confidently presume that we are leading the way in finding a model that maximizes revenues and returns for our shareholders. I can assure you we will not be feeding our content rights to the fine people who created the Kindle. We will control the prices for our content and we will control the relationship with our customers. Any device maker or website which doesn’t meet these basic criteria on content will not be doing business long-term with News Corporation. Too many content creators have been passive in the face of obvious violations of intellectual property rights. We rightly hold China and other countries accountable on this important issue. But the violation of these rights is rampant on the web in our own country. Our content is extremely valuable and the violators have recognized that value. Within the company itself, the very bright people we have at our Slingshot Laboratories are devising clever ways to monetize the content of some of our long established print properties. We will be matching their contemporary expertise and the creation of communities within our traditional -- with our traditional expertise in the creation of content. The [current days of the Internet] will soon be over. Meanwhile, despite the dismal ad market, we continue to grow our circulation and market share among many of our important newspaper targets. Here in the U.S., the Wall Street Journal is the only major newspaper to grow in circulation over the past six months, up more than 2.8% in individually paid circulation. The Wall Street Journal digital network reported a 38% increase visitors year over year during March. In the U.K., all four of these international titles -- the Sun, the Times, the Sunday Times, and [News World] -- have each taken market share from rivals. In spite of this, the Times and the Sunday Times have been particularly hard hit in their advertising revenues. We’ve also been dealing with tough challenges at some of our consistent growth drivers. Dave mentioned earlier some of the issues facing Sky Italia, including the doubling of the VAT tax, that have depressed our results. But I think it’s important to note that we are taking advantage of the fact that Sky Italia is the technology leader in the Italian TV marketplace. By investing in initiatives to exploit this competitive edge by further driving the penetration of premium services, like high definition and PVRs. Year over year, we have increase the adoption of premium services by 60%, and these customers have proven to be stickier and more resilient than other subscribers. At MySpace, we believe the management moves we made over the past two weeks will help it regain its momentum. We think the new team that John Miller has put together is going to help MySpace refine and shape its strategic vision and take it to a much higher plane of growth. The truth is we’ve had a lot of success in expanding MySpace into a global social portal, with services like MySpace Music, and we think we’ve put the right people in place to capitalize on these success by developing new features and products that will spur further growth and profitability -- profitability, I must say, that has completely escaped our competitors. Finally, there is no doubt the traditional newspaper business model has to change, even though the present situation I think has been greatly exaggerated by the current recession. Classified revenues are undoubtedly migrating to the web, probably not to return. So all our great technological and creative resources, which exist in many countries, in the United States, or from the United States to India and beyond, have been concentrated on developing new business models which will return trusted and famous journalistic enterprises to long-term profitability. There is clearly a convergence of our various talents within News Corporation. It is helping us to resolve these profoundly important issues. For instance, we are developing and investing in exciting new digital businesses. Hulu, for one, is off to a great start as a premiere aggregator of video content on the web. There are lessons in Hulu’s success for other parts of our company, which is at its heart a creator and distribution of unique content. Before I turn it over to Peter, I would just like to say a few words about what he has meant to this company. He has been with me for most of his professional life and I have watched him grow from a young executive to my trusted deputy in running this company for the past 12 years. He has been instrumental in helping to build News Corp. into what it is today and we will all miss working with him. Suffice it to say that he has been a key architect in growing our entertainment properties into industry leaders. He’s also helped nurture and support what I believe is the strongest management team in this business. I look forward to working with him in his new television and film venture. Now I’ll turn it over to you, Peter.

Thank you very much for those very kind words, Rupert. Since this is my last call, or my last earnings call, I would like to start by saying how much I will miss the relationship I have built with all of you in the investor community over the past decade. You know, I think back to the many trips to the Midwest in January, the countless chats over coffee in dank conference rooms, or most of all the thousands of questions I have answered on so many of these quarterly calls. And it actually has been a real privilege and I appreciate it. It’s also been a great privilege to work here at News Corp. all these years. I have had the ride of my life and I leave knowing that the company is in great shape. You know, if you look across the businesses, News Corp. is the leader across so many areas of our business. We are once again back to being the number one movie studio. We will finish this year as the number one network for the fifth year in a row. We have record market share I all of our television stations. We are the industry leader in growth among cable channels, among cable channel companies. We are the leading international cable channel company. We are the leading international pay television company. We are the leading worldwide newspaper publisher and on and on and on. I think you look across so many parts of this company, we are clearly in a leadership position and it’s something I take great pride having played a small role in. More importantly, I think this company has, hands down, the strongest and most consistent management team in the industry. These are men and women of great character who I think are all exemplary leaders, and I’ve been fortunate to work so closely with so many of them for so long. I have also been heavily engaged these past two months and will be for the next two months in this transition period, and I think it couldn’t have gone more smoothly and I am really confident that between the caliber of the leaders and with Rupert’s continuing involvement, that this team will deliver for years and years to come. Finally, I just want to take a moment to personally thank Rupert -- it’s been a privilege, a deep, deep privilege to work for the best leader in the industry, a leader who is visionary, who is bold, who is supportive, and trust me -- who is more exciting to be around than you can possibly imagine. I am grateful for the opportunities I have had, I am genuinely proud of our achievements, and I leave having had more fun and more satisfaction than anyone can imagine, so thank you, Rupert. And with that, I guess we’ll take questions you may have.

(Operator Instructions) Our first question comes from the line of Michael Nathanson with Sanford Bernstein. Please go ahead. Michael Nathanson - Sanford C. Bernstein: Thanks. I have one housekeeping for Dave and then one for Rupert; Dave, I just want to make sure, you said cable advertising was down 6 in the quarter -- was that an organic number and where was the weakness? And then Rupert, you’ve been clearly proven right by being cautious but if you are saying the worst is over, or clearly over, then when does the company start buying back stock with the $6 billion of cash on the books? So those are my two questions. David F. DeVoe: The answer is yes, and it was principally in the RSMs in the quarter. Michael Nathanson - Sanford C. Bernstein: In the RSMs, and is that continuing in this quarter in terms of that trend?

I think you have to expand on that -- it’s only been down 6% this quarter. We expect for the year to be up 2%, and it is in the RSNs, in local advertising, local sponsorships of local teams. That’s where we’ve been hit -- the general purpose cable networks are all up. Michael Nathanson - Sanford C. Bernstein: Thanks. And then, on the cautious, being proven right, what about if the worst is over, why not use the $6 billion to buy back stock?

I want a little more evidence that the worst is over. Talking to everybody, there is a real feeling that we’ve hit bottom and that there is something turning, but it’s early days yet.

Our next question comes from the line of Jessica Reif Cohen with Merrill Lynch. Please go ahead. Jessica Reif Cohen - Merrill Lynch: Thanks. Before a question, just one comment -- I want to wish Peter all the best. You’ve been such a big influence in my career and I just respect you enormously and sad to see you go. And with that, I guess two questions, but one is, going to that cash question, the $6 billion on the balance sheet and building, would you consider not only a buy-back but also repositioning the company, given where multiples are, you are starting to see multiples expand as the market is looking for stabilization. So I guess the question is what other uses of cash would you consider? And then, kind of on the other side of that, would you consider restructuring any parts of your business, including a spin-out a la Time Warner, possibly separating out the newspapers -- what is our view of that?

We believe that, as I stated earlier, that we are a very strong inter-related company and that all our divisions help each other, and that’s it. But I’ll just say about our impairments or our cash position, it is true that we have $6 billion at the moment and although the maturity averaging is nearly 20 years, except in the first three or four months of next year, we do have $2 billion worth of repayments, so let’s get that behind us first.

Our next question comes from the line of David Bank with RBC Capital Markets. David Bank - RBC Capital Markets: Thanks. Two questions -- the first one is with reference to potentially seeing some stabilization, can you talk about what you are seeing in the local TV business in terms of pacings for this quarter? And can you talk a little bit about home video trends? Obviously you guys are at an enviable point in the content cycle, which is great news. What are you seeing from a secular perspective and are your views changing? I think Bob Iger was a little bit more optimistic. It sounded a little bit like --

Our stations, if you had asked me that question a month ago, I would have had to say that the pacing for the next quarter looked frighteningly bad, but we’ve already in this month improved by 15% and the next two months look much the same. Just to give you a completely honest breakdown of the thing, although we were down 28% in top line revenue in the stations, in this quarter we expect to finish the year down 23% in top line revenues there. In FBC, we expect to be down 6%; in cable, up 2%; change to local currencies in Britain, we expect to be down 13% and Australia 10%; Dow Jones total, which includes all their [inaudible] and their special services, down 22%; and in the Fox Interactive, down 4%, for a total adjusted for the year of a top line revenue of a decline of 14%. Now that’s given our estimates for the next quarter, but that’s where we expect to come out. David Bank - RBC Capital Markets: Okay.

And that’s giving you a lot more information than we’ve given you in the past. David Bank - RBC Capital Markets: Okay. And on the DVD side, your big picture view there in home video?

On the DVDs, Peter can be a little precise but a big film, a good film seems to go out on DVD and do as well as ever. The library is a bit [down] but there’s a lot of other things going on with VOD and other developments where we feel we are going to more than make up -- we are in the leadership position, really, in the development of -- what’s that, Peter?

Well, with Hulu, particularly.

I wasn’t thinking of Hulu but also our --

No, I think we are in a leadership with --

Right, I’m sorry -- where DVDs will be sold at a higher price, much higher quality and as Sony rolls out those machines in greater numbers, we expect that to be an important growth factor. So there are various things which we believe are going to more than make up for the present slight decline in library titles.

And I would just add to that -- you know, I think we are seeing -- I would echo that. We are seeing strong titles performing quite strongly, particularly the sort of middle American Walmart like titles. We had a great result with Marlie & Me. We expect to have a very good result with Taken and Wolverine, et cetera. And where you are seeing a little softness is where they used to throw three or four library titles in -- maybe they are throwing only three into the basket or two right now, into the basket. But frankly, I am not sure that’s not as much a function of the economy as it is any secular -- I think it’s too early to say the business is in secular decline. David Bank - RBC Capital Markets: Okay. Thank you.

Our next question comes from the line of Alan Gould with Natexis. Alan Gould - Natexis Bleichroeder: Thank you. Rupert, your tone is staggeringly different than it was at the cable show a month ago. Dave, I was wondering if you could tell us if the credit markets have loosened up, if the banks have loosened up at all. David F. DeVoe: Yeah, from our perspective, not only -- we in February did a $1 billion deal, both [10s and 30s]. Since that time, the credit spreads went up. They have now contracted. I would say over the last week, the markets are really open and open at relatively attractive prices.

There’s a lot of money out there and we would have no trouble in raising $1 billion or $2 billion in public bonds but -- and we don’t basically do business with the banks. Alan Gould - Natexis Bleichroeder: If I could just follow-up on that, Rupert, News Corp. is often mentioned as a rumored potential buyer of an L.A. Times or a New York Times -- do you have any interest in buying any additional newspapers? You said the model is broken.

No, I’d want to see the model repaired and I would want to see the existing prices but no, no, we’re not in. Alan Gould - Natexis Bleichroeder: Thank you.

Our next question comes from the line of Doug Mitchelson with Deutsche Bank. Doug Mitchelson - Deutsche Bank: Thanks very much. Peter, I would say that as strange as it might be for you not to be on the next call, it will be just as strange for us not to have you on the next call, but a question for Rupert today -- I mean, Rupert, when I look at your results this quarter, one thing really sticks out like a sore thumb. I mean, if you add up TV and print and your Internet businesses, it had no profits this quarter but there’s cable networks growing 30%. Can you comment at all -- one we get through the Fox affiliate fee growth, which has driven so much of that profit improvement, what kind of growth outlook do you have for cable networks when you look out the next few years? Thanks.

I wouldn’t say we are going to see the same percentage increase next year but we will certainly see the same amount of money increases -- same volume and profit. Doug Mitchelson - Deutsche Bank: And what drives the growth of cable networks once they --

Can I also just add to that? I think you have -- it’s important to recognize that the company has cable channels at so many different stages of growth, so there’s still huge growth ahead on the Big 10 Channel. I think Fox Business has big, big growth ahead of us, and then also I think, which has never gotten quite the credit it deserves, those international channels are still in sort of very, very aggressive growth mode. So I think even while you may see some slow down in the short term of some of the -- you know, that big bump we have in Fox News or some of those others in the short term, there’s so many nascent cable channels in the mix that still have a lot of growth ahead of them.

I support that and I would just like to stress what Peter said about the international channels -- we have 140 channels, some of them very small, run by that group and you’ve got to realize that the growth of cable and satellite and multi-channel television is really only beginning in the rest of the world. And we will be riding those there, we will be in on all those platforms with as many channels as we can. Doug Mitchelson - Deutsche Bank: I know you gave some numbers going into the year on the international channels but Rupert, since you are throwing a lot of numbers around on the call today, can you size for us for this fiscal year where the revenue and EBIT is coming out for those international channels?

No. Do we?

No, we don’t.

We don’t give that sort of detail but it’s in the hundreds. Doug Mitchelson - Deutsche Bank: All right. Thank you.

Our next question comes from the line of Jolanta Masojada with Credit Suisse. Jolanta Masojada - Credit Suisse: Thanks very much. I wondered if you could talk through further restructuring charges that you expect during the fourth quarter. And when you look at the full year guidance somewhat -- from which restructuring costs are excluded, what will the total amount be excluded from the number of your guidance? And then, can you talk about when you expect the benefits of restructuring charges to start coming through? David F. DeVoe: Jolanta, the benefit comes through immediately -- basically it’s a one-year payback. And the reason we excluded the restructuring charge out of our guidance is because we really don’t know what it’s going to be for the rest of the year. We continue to look at it -- as Rupert said, looking at all our businesses and looking at the way we do business in each one of these businesses, and so what it is going to be it is going to be -- again, it’s a one-off cost, which is why it’s excluded.

You know, we’ve taken about $100 million already out of -- a bit more than $100 million out of the cost of Dow Jones and we expect another -- it will be a total of $200 million by this time next year, and that’s a vast variety of ways. For instance, linking the back office functions of the Wall Street Journal and the New York Post is worth a few million dollars -- a handful of millions but there’s a lot of -- we’re looking at every detail everywhere. And there will be, I think I am confident in saying it, and I will not specify it because we don’t know the details yet but there will be major cost savings at MySpace and at Fox Interactive.

I just want to clarify that with respect to Dow Jones, those restructuring costs were contemplated in the acquisition, so none of those costs would go below the bottom line. If any, the [inaudible] of that are included in our guidance. Jolanta Masojada - Credit Suisse: Dave, if you can’t give a forecast for the full year, can you tell us what the total restructuring charges are on a year-to-date basis? David F. DeVoe: It’s slightly more than $50 million. Jolanta Masojada - Credit Suisse: Thank you.

Our next question comes from the line of Tuna Amobi with Standard & Poor’s. Tuna Amobi - Standard & Poor’s: Great. Thank you very much. If I can focus on Fox Interactive Media for a second here, ad revenues down 16% and that was quite striking to me, and it seems like all the categories were affected. So I’m just trying to understand better what’s going on in that business in terms of -- I know you are taking cost out of there but it seems like MySpace music is still some ways off from actually turning profitable. But overall, I just want to get a sense of where you see that business headed in terms of longer term with the new management in there, et cetera -- any color would be helpful.

I can’t help -- we’ve only been in for two days. But John Miller has a lot of ideas. We’ve worked at it a lot and we think we will have a much more attractive site for people to visit and stay with and just generate a lot more traffic. We are not looking for -- we may be wrong -- but we are not going for the Facebook model of getting hundreds and hundreds of millions of people who don’t bring any advertising with them at all, and we are number one here and we intend to stay number one and get further in front in the United States. But I really can’t be specific yet. We’ll try to be on our next call.

I can just add a little bit just about where we are currently, which is I think MySpace Music is still less than six months old. You know, we’ve added a tremendous amount of traffic. I think the next thing that I know they are working hard on there is some of the monetization opportunities there and those are just beginning to roll out. The other thing I would add a little bit is that I think a lot of what has gone on in the MySpace branded side has been marketplace driven -- you know, I think there’s been real softness in that marketplace and interesting, we are actually seeing some signs that things are improving. Our May pacing is up over last year -- certainly over April but also over last year and currently our June and July pacing on the MySpace branded side is up, so a lot of that seems to be marketplace driven. Tuna Amobi - Standard & Poor’s: Peter, I want to wish you well as well, and just a quick follow-up for Rupert -- so I guess on the changes, management changes that were made, I think I’ve heard some concern about kind of the increasing number of direct reports that’s going to be reporting to you, so I’m just trying to get a sense of how much significantly more involvement that you are going to be now. Can you provide perhaps some assurance that the new structure that you have put in place with Peter’s departure is not going to result in any major change in overall strategy or the direction of these businesses?

No, not at all -- if we look at the Fox businesses, I guess there are four people reporting to me, where there were many more to Peter. There’s the two people at the head of Fox Film Entertainment and we’ve streamlined that so that they will also report for the 20th Television Production. And there’s Tony [Vinciquera] who will be reporting on all networks, cable, and over the air. And there will be John Miller on a -- well, not just for FIM but on the whole broader business of digital. Tuna Amobi - Standard & Poor’s: Thanks for taking the questions.

And everybody else is in place and fine. Tuna Amobi - Standard & Poor’s: Okay. I appreciate the answers. Thank you.

You know, I think the big thing, and Peter mentioned it, is most of those people have been with us for a long time and are trusted and proven and first class executives.

Also, let me say one other thing -- I don’t think Rupert is going to be any more or less involved because trust me, he was plenty involved in everything I did. Tuna Amobi - Standard & Poor’s: Okay, I hear you. Thank you.

Our next question comes from the line of Rich Greenfield with Pali Capital. Rich Greenfield - Pali Capital: Just a question on trying to clarify -- Rupert, you made a comment about 23% being kind of the rough decline for TV stations for the year -- I think you did 17, 20 in the first couple of quarters and you did 28 this quarter, so fair to say that you are tracking somewhere around 27%, so pretty close to the third quarter decline in the fourth quarter.

That’s correct. Rich Greenfield - Pali Capital: Okay, and then the second question is with newspapers kind of profitability gotten down to where it is, I assume it is fair to say that you actually have newspapers that now are actually beginning to lose money beyond just the New York Post? And if that’s true, is that just simply the way it’s going to be for the next 12 months as kind of the newspaper business works its way through the current crisis and you figure out a longer term kind of profitable strategy, or can you actually cost cut your way to profitability in the near term?

Well, the only other paper that is in a loss and it was, has always been, was The London Times. But I think like The London Sunday Times, which used to be a very big profit earner and had a lot of classified advertising, travel advertising, that sort of thing, and that is still in profit but it is only just so. What’s carrying us in London, interestingly, is The Sun, which is holding a 3 million circulation, and enjoying a lot of advertising from the supermarket wars that are taking place over there. Rich Greenfield - Pali Capital: If I can just follow-up real quick on Alan Gould’s question earlier -- about four weeks ago at the NCTA you were pretty vocal on this being a bear market rally and really worried about the future, especially the near term future -- what has changed or what have you seen in your businesses that has caused such a significant posture shift over the last four weeks?

Well, I think that everybody was in shock by the economy and all business sort of falling off a cliff in the last three months of last year, and it’s taken them time -- and including me -- and we saw that just in the disappearance of advertising and business, in January/February. But now -- and in March, for that matter -- but now we are seeing people coming back into the advertising market and spending. I think they realized that they’ve got to keep their brand in front of people and -- it’s not back to the old levels, don’t get me wrong, but if you have a look at today’s post and you’ll see the retailers in there, it’s quite remarkable. If you look at television, you will find Chrysler is back advertising -- you know, Chrysler has come in with $5 million, I believe, into the market. There’s a lot of activity. It is not in any stage back to the boom days, but it is -- at the very least we’ve hit a floor and we seem to be getting some bounce off it. Rich Greenfield - Pali Capital: Thanks so much.

Our next question comes from the line of Benjamin Swinburne with Morgan Stanley. Benjamin Swinburne - Morgan Stanley: Thanks for taking the questions, guys. If I could ask two -- Rupert, we could go back to an asset that you didn’t focus on yet, which was STAR, and ask about that business, how it’s performing and generally your thoughts on Asia and opportunities to invest there. Are there any potential acquisitions or business models that you see emerging in China or India that look interesting to News Corp.? And then second for you and/or Peter, on piracy in film, obviously there was a lot of noise on the X-Men front -- is piracy a big deal to the business? If it is, have you seen any technology or business model or law enforcement models out there that you think might work that need to be put into place?

Well, Peter can answer the piracy one. You asked me about STAR -- we have had a difficult year in STAR. Basically the difficulties have been in India. We’ve got a new competitor there who doesn’t seem to -- which is I presume financed by Viacom. They are even going on the air in primetime with no advertising, night after night. And that is affecting us. But basically, the advertising market is down very heavily in India and we won’t know how we come out of that until we see the results of this election and what sort of government comes. It’s -- otherwise, no, we do not see things too bad -- we did buy this year, which is to say, you know, and it was a pretty good price we paid, for more channels in Southern India. Asia Net, which we are very, very hopeful of. It’s in the richest part of India. They have good channels. And so we are building our business to sort of get ourselves national coverage in India, which I am personally in the long-term very, very optimistic about as a country. Benjamin Swinburne - Morgan Stanley: How about China?

China -- nothing to say, really, about it. I mean, no, we don’t see anything to buy there. We don’t see anything to do that will make us a lot of money. We continue to watch it and monitor very carefully but -- although business is getting better for some people and easing up -- in media, it’s pretty much a no-no.

Our next question comes from the line of Mark Wienkes with Goldman --

I can answer the piracy question just quickly before -- look, I think piracy is a serious issue for us. We now estimate that there are above a million downloads of that stolen Wolverine movie that was up there, and so that’s a serious issue for us. And I think that the -- and an issue that we believe the government should take a more active role in, both in terms of movies and what Rupert was talking about earlier in terms of all intellectual content. You know, we think that you could make an argument that’s as big an act of industrial espionage or industrial sabotage as we’ve seen in terms of its economic impact, and we think that there should be more done. Overall in terms of fighting piracy, I think that there are a number of things that need to be done, which we regularly do. You know, we have seen on Wolverine many positive steps in terms of sites that link into the movie taking down -- it’s more the peer-to-peer sites that remain so difficult. We do do a fair amount of spoofing. We use a lot of technology to [inaudible]. We clearly will tighten up the procedures. This was an isolated incident but it was a good wakeup call. And then finally I think that consistently the most important thing to do to combat piracy, which I think this company has been in the leadership position in, is to build alternative legitimate business models, and that’s clearly behind -- you know, that’s what motivated us to start Hulu, it’s what motivates us to be constantly aggressive about looking for new technological ways to deliver our product legitimately to consumers. So I think it is a big problem and one we consistently continue to fight, but also one most importantly that we need to attack from a business model perspective.

We’ll take one more question, Operator.

Our next question comes from the line of Mark Wienkes with Goldman Sachs. Please go ahead. Mark Wienkes - Goldman Sachs: Great. Thank you. Just following up on that last point quickly, is the idea then to add streaming movies or subscription based portal to the Hulu site?

Well, there are streaming movies already on Hulu. They are limited in number because we are obviously not looking to cannibalize our DVD business. You know, we are looking at everything -- I’m not sure we’re ready to add subscription model yet, although you should probably talk to Jason. But certainly we are looking at all sorts of other electronic sell-through and video-on-demand models through multiple players, so we are consistently looking for ways to make all of our product legitimately available in electronic means. Mark Wienkes - Goldman Sachs: Great, and I just wanted to follow-up real quick on the --

-- stress the importance of Hulu. We really have very great hopes for that and I think we’ll be trying [inaudible] it runs, we’ll be trying different models there, but it already is the third biggest video site in the country and it’s the only one that actually collects any revenue. So we should really be very happy and very confident about that. Mark Wienkes - Goldman Sachs: Great, and then just real quickly on the advertising market having hit a floor -- as you think about the rebound or potential rebound, what are the categories or the verticals or groups of advertisers that you think, or at least are looking toward, to lead the way out in the second half of the year?

I think big national brands will be very keen to keep themselves in front of the public and while the public is still in its present mode of looking for bargains and tightening its belt, you are already seeing big increases from food chains like Wendy’s and so on. There is money there and it’s being spent. But it’s not all the old money -- you can’t have a crisis like this and find to be different prominent advertisers and -- versus old ones. For instance, I’ll just say one thing and then we’ll get off this, but probably the biggest things at Fox Television stations, by far the biggest category was automotive. And of course it was the one that was hit most of all. And fast food restaurants, you will see they will come up a lot, I am sure. Mark Wienkes - Goldman Sachs: Okay, great. Thank you.

Okay, thank you. We’ll go to press calls, please.

(Operator Instructions) Your next question comes from the line of Andrew Clark with Guardian News. Andrew Clark - Guardian News: I was interested in what you had to say about the success of charging readers on the Wall Street Journal’s website. I wondered, Rupert, whether you could envisage a time when you would be charging readers to look at the websites of general interest papers, such as The Times and The Sun, papers like that.

We are absolutely looking at that. Very much so. Andrew Clark - Guardian News: Where are you on that? Is that something that is likely to happen within the next few months, do you think?

I would think you will see some within the next 12 months. Andrew Clark - Guardian News: Okay, and does that apply to most of your newspaper properties around the world?

We are certainly planning that way but we will have to just test it first on some of our stronger ones. Andrew Clark - Guardian News: Okay. Isn’t it --

We have limited time, so I need to move to the next question, sorry. Thank you.

Our next question comes from the line of George [Zollie] with the Hollywood Reporter. George Zollie - Hollywood Reporter: Thank you. Peter, can you talk a little bit about how much time you’ve had to focus on where your production venture is going? Have you figured out who is going to run it with you, what kind of projects you might take on, or have you been so busy with your transition you’ve not even spent much time on this?

First, this is clearly a News Corp. call, so I don’t really have anything to say about my own stuff other than I am still engaged and pretty busy doing my job here, which I will do until the end of June, so I am really -- I will have no news until July or August.

I would just like to add that I am very confident Peter will be bringing us a couple of big hits every year.

We hope so. George Zollie - Hollywood Reporter: Thank you.

Our next question comes from the line of Sarah [Rable] with Bloomberg News. Sarah Rable - Bloomberg News: Hi, I was wanting to ask an additional question about the $6 billion in cash that you have right now and with a lot of media assets at more depressed valuations, are you looking at any mergers or acquisitions and are there any particular categories or companies that you might be interested in?

Seeing nothing of size. If you look at our business and most of our things that we’ve done really well with are things we’ve started ourselves.

Our next question comes from the line of Robert McMillan with Reuters. Robert McMillan - Reuters: Hi, this question is for Rupert -- I’m hearing you express a fair amount of confidence for the newspapers that you do own and also for ways to actually make money by charging online for others, as you said before. I am going to bring up a question that people seem to ask a lot in this case, which is how long do you think it’s going to take at News Corp. for the kind of digital revenue you can get from charging and from advertising to make up for what’s being lost in print?

A couple of years. Robert McMillan - Reuters: Is that two years, is that more than two?

I hope it’s less but it may be a little bit more. We are working very hard over this and there are a lot of things that we are looking at. There is one thing charging; there is another thing, the use of which I referred to in my remarks, the use of mobile readers of newspapers. We don’t believe in the Kindle business model but we are very interested and think it’s very significant that so many people go to that for their newspaper or go to their Blackberries, for that matter, to get their news. And we -- you know, there’s a lot of ways we can make money out of our content, over and above advertising. And it will be -- there are many things we can do but there’s a lot of technology going on. Some of the greatest technological companies in the world are spending a great deal of money in developing advanced reading devices, mobile reading devices, and we are terribly neutral about that. We’re not -- you know, we may invest some little thing in something experimentally but because we have such good people who can contribute to it, but we are not appliance makers. There are other great ones in the world we’d rather go to and see and be quite neutral over. Robert McMillan - Reuters: And when do you think the web project, the portal that is being discussed about the News Corp. properties, will be released or will actually be available to the public? It’s something we read about in the New York Post this morning.

That’s something we have constant debates about within the company. No, he’s talking about a portal.

You’re talking about -- Robert McMillan - Reuters: I’m sorry to use webby language -- there was a New York Post story today saying that there’s going to be what looked like a web portal for all News Corp. news organization stories. That would be something that I would gather would be made either available through a reader or in some other fashion. But I don’t know the details.

That’s a different initiative and we’ve just announced that it’s going to take a while to develop and we’ll come back to you when we are ready to announce it. Robert McMillan - Reuters: Okay. Thanks, everybody.

Our next question comes from the line of Brian Steltzer with The New York Times. Brian Steltzer - The New York Times: Thank you. A question about the local TV stations for you, Rupert -- earlier on the call you said you expect to finish the year down about 23% in top line revenues. Given the continued declines with stations, are you considering or making any specific changes in their expense structures?

We’re doing everything we can. For instance, we are combining, at considerable capital cost, you know, all of the stations into one IT system. We expect that will save us over $100 million a year. It will take us a year to get there. Other things we are doing, we’re expanding our news, the time we spend on news services because we have the staff there, it doesn’t cost money, it saves us some buying, expense of syndicated products. You know, there are a number of things, none of them I would say are dramatic, but we expect that all to help and we also expect my own personal feeling is that we will see a return to television advertising faster than we see it to newspapers. Brian Steltzer - The New York Times: Thank you.

Our next question comes from the line of Ryan Makashima with The Associated Press. Ryan Makashima - The Associated Press: I wanted to ask about your Internet businesses -- first, how much in costs do you think you can save from MySpace to help get it profitable and --

It is profitable. Ryan Makashima - The Associated Press: Okay, but I think you mentioned cost-cutting at MySpace -- could you describe what you are talking about?

Well, we wish to make it really profitable and we think that’s possible. We can -- but I am not prepared to go -- I can’t give you details of that at this stage. Ryan Makashima - The Associated Press: Okay. And I’m also wondering, are there other properties out there that you would consider buying, perhaps AOL, or some combination with that company?

We’ve never really thought about it, to be honest. Perhaps because they are always talking ridiculous prices. I believe they are now -- but no, we are not thinking about it. Ryan Makashima - The Associated Press: Okay. All right. Thanks very much.

We’ll take one more question, Operator.

Our next question comes from the line of Ben Fricks with The Los Angeles Times. Ben Fricks - The Los Angeles Times: I just wanted to ask about the film and entertainment -- you guys seem pretty positive about it but revenues were still down about 9%, I think, even though operating profits were up. Can you talk about [inaudible] market or some other, something having to do with the release mix or --

Most of that revenue shortfall was a direct comparison to DVD releases the previous year. I think Simpsons and Die Hard were some very big DVDs and we are just starting to work through the big DVD cycle with Wolverine and Taken now, so that was only just a timing issue.

-- very much in timing and we did have, and we did warn people, I think, certainly we knew internally that we were going to have it fairly weak last summer and certainly a weak first six months of the year. We are now coming back very strongly. Ben Fricks - The Los Angeles Times: Thank you.

Thank you very much, everybody.

Ladies and gentlemen, that does conclude our conference for today. It is available for replay starting at 6:30 Eastern today, going through May 16th, 2009, at midnight. You may access the AT&T replay system by dialing 1-800-475-6701 and entering the access code 996443. International participants please dial into the United States at 320-365-3844 using the same access code 996443. Those numbers again, 1-800-475-6701 and 320-365-3844, with the access code 996443. We appreciate your participation and you may now disconnect.