Reed Nolte - Senior Vice President, Investor Relations Chase Carey - President and Chief Operating Officer James Murdoch - Co-Chief Operating Officer John Nallen - Chief Financial Officer.

Jessica Reif Cohen - Bank of America Ben Swinburne - Morgan Stanley Todd Juenger - Sanford Bernstein David Bank - RBC Capital Markets Michael Nathanson - MoffettNathanson Vijay Jayant - ISI Group Alan Gould - Evercore Anthony DiClemente - Nomura Vasily Karasyov - Sterne Agee Alexia Quadrani – JPMorgan Michael Morris - Guggenheim Tim Nollen - Macquarie.

Ladies and gentlemen, thank you for standing by. Welcome to the Twenty-First Century Fox Third Quarter 2014 Earnings Release Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time.

(Operator Instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to our host, Mr. Reed Nolte, Senior Vice President, Investor Relations. Please go ahead, sir..

Thank you very much, operator. Hello, everyone and welcome to our third quarter fiscal 2014 earnings conference call. On the call today are Chase Carey, President and Chief Operating Officer; James Murdoch, Co-Chief Operating Officer; and John Nallen, our Chief Financial Officer.

First, we will have some prepared remarks on the most recent quarter and then we will be happy to take questions from the investment community. This call may include certain forward-looking information with respect to Twenty-First Century Fox’s business and strategy. Actual results could differ materially from what is said.

The company’s Form 10-Q for the three months ended March 31, 2014 identifies risks and opportunities and uncertainties that could cause actual results to differ and these statements are qualified by the cautionary statements contained in such filings.

Additionally, the call will include certain non-GAAP financial measurements, the definition of and a reconciliation of such measures can be found in our earnings release and our 10-Q filing.

Please note that certain financial measures used in this call such as segment operating income and depreciation and amortization often referred to as EBITDA and adjusted earnings per share are expressed on a non-GAAP basis. The GAAP to non-GAAP reconciliation of these non-GAAP measures is included in our earnings release.

Also note that the historical results for periods prior to June 28, 2013 described in the press release and on this call have been adjusted to reflect the separation that was completed at the end of fiscal 2013. And with that, I am pleased to turn it over to John..

Thanks, Reed and good afternoon. As you will have seen in today’s earnings release, our third quarter results reflect solid financial growth across the company resulting in double-digit percentage increases in total company revenues, segment EBITDA, and adjusted earnings per share.

We reported third quarter fiscal 2014 revenues for the total company of $8.22 billion, which is up 12% from a year ago on the strength of our Cable Network, the broadcast of this year’s Super Bowl and continued growth at Sky Deutschland.

Total segment EBITDA for the third quarter was $1.79 billion, a 14% increase over the $1.57 billion reported a year ago. This increase reflects strong growth of the company’s Cable Network and Television segments, as well as a modest increase in Film segment contributions. These EBITDA improvements were partially offset by lower DBS contribution.

Overall, unfavorable foreign exchange movements reduced our EBITDA growth rate by approximately 2%. This year’s third quarter reflected the recognition of various tax benefits, which reduced our overall effective tax rate in the quarter to approximately 20% and approximately 25% for the nine months.

As we indicated during our Investor Day last August, we expect that going forward our annual tax rate will be around the low 30% range. From a bottom line perspective, we reported income from continuing operations attributable to stockholders of $1.07 billion or $0.47 per share.

Excluding the net income effects in both years of amounts reflected in other net and our gains from participating in BSkyB share repurchase program, third quarter adjusted EPS was $0.47 this year versus $0.32 in the prior year. Now, let me provide some additional context on the performance at a few of our segments.

And let’s start with the cable network segment, where total segment revenues in the third quarter increased 11% from last year highlighted by a 12% increase in affiliate revenues and 6% advertising growth.

From an affiliate fee perspective, domestic affiliate fees increased 12% primarily from higher average rates led by the RSNs, FX and Fox News as well as the benefit from the convert and the launch of our new channels, FS1 and FXX.

Our reported international affiliate fees were also up 12% with strong local currency growth of about 21%, reflecting increases at the Fox International Channels that were partially offset by unfavorable currency movements, primarily in Latin America.

Third quarter advertising revenue growth at the cable segment reflects domestic advertising increases of 8% led by double-digit gains at Fox News. At the International Channels, reported advertising revenue increased 4%. Local currency ad revenues were up 14%, but this was partially offset by unfavorable currency movements led by India.

Total Cable segment EBITDA in the quarter of $1.18 billion was up 10% over prior year level. We had very strong underlying EBITDA growth at the RSNs, Fox News, FIC, STAR Entertainment, and the FX channels.

The particular strength of the FX channels include higher contributions from the SVOD sales of their series to Amazon and lower programming cost from the shift of the start date for some original series to later in the quarter as compared to last year.

Our overall cable segment EBITDA growth rate of 10% reflects growth of 13% at our domestic channels and a slight decline at our international channels, principally from unfavorable foreign currency movements and the impact of our planned investment in STAR Sports in India.

Combined foreign currency and the new channel initiatives negatively impacted cable segment EBITDA growth this quarter by 6% with the channel launches on their own impacting growth by 2% and that was primarily from the incremental investment in STAR Sports.

Additionally, the EBITDA contribution from the consolidation of the YES Network this year was substantially offset by the negative comparative impact of similarly unique items from a year ago. At our Television segment, EBITDA in the quarter of $288 million increased 32% from last year’s result on revenue increases of 27%.

This revenue growth was driven by our broadcast of this year’s Super Bowl, which generated approximately $350 million in revenues and from continued growth in retransmission consent revenue. These increases more than offset the impact of lower general entertainment ratings.

Turning to our Film segment, third quarter EBITDA of $354 million, was up 6% from a year ago.

This quarter’s results include increased contributions from our television production businesses driven by significantly higher SVOD revenue and the sale of various series to Amazon, including 24, The Americans and How I Met Your Mother as well as the syndication of Modern Family.

This growth was partially offset by the prerelease task of Rio 2, which was released after the quarter. Our DBS segment reported EBITDA of $58 million in the quarter as compared to $91 million in the prior year.

This decline reflects reduced contributions from Sky Italia and Sky Deutschland principally from higher exclusive sports costs at each platform namely the Sochi Olympics at Sky Italia and Women’s Liga Soccer at Sky D.

At Sky Italia, local currency revenues in the quarter were similar to a year ago as the slight ARPU increase was offset by lower average subscribers for the period. Quarter end subs at Sky Italia up $4.75 million were essentially unchanged from the end of December.

Sky D reported ARPU gains of 4% and the year-over-year direct subscriber increase of 326,000 yielding 3.73 million subs at quarter end. Now, turning to our cash flow, you will see that our operating cash flow for the first nine months of this year is behind the year ago levels.

The main operating factors driving this are our planned increased investment in film and television production, increased sports rights payments and the increased acquisition of series and movies across our channels and platforms in support of long-term growth.

Now, before I turn to our guidance, let me give you a quick update on our buyback and the Australian Securities Exchange delisting process. Since the date of the separation, we have been consistently repurchasing FOXA shares, resulting in approximately $3.2 billion of repurchases from July 1 through yesterday.

We remain on track to complete the $4 billion buyback within the 12-month timeframe we previously announced. With regards to the delisting process, May 1 was the last day that our shares traded on the ASX. The process completes itself tomorrow with all Fox shares now trading solely in the U.S. market.

So finally, let me address our guidance for fiscal 2014 total segment EBITDA growth. Since our last earnings call three months ago, we have updated our operational assumptions to reflect our first nine months performance and our outlook for the remainder of the fiscal year.

Our third quarter ended up a little stronger than we have had anticipated, primarily due to timing changes between the third and fourth quarter results, and this primarily reflects the earlier deliveries of content to SVOD distributors including the recent sale to Amazon.

That said, we think we continued to anticipate a good quarter of growth in our fourth quarter, which will be led by this year’s comparatively stronger film releases, including Rio 2 and X-Men-Days of Future Past.

Considering all of these factors and based on all of the assumptions inherent in our projections, we continue to expect that our total segment EBITDA percentage growth rate for fiscal 2014 will be in the mid to high-single digit range, above the $6.26 billion total segment EBITDA base level of fiscal 2013.

This is consistent with the guidance update we gave you three months ago. And as I indicated on our last call, overall the consolidation of the YES Network results for only four months this year, it does not materially impact our current fiscal year outlook. And with that, I will turn it over to Chase..

Okay. Thank you, John. The third quarter was a solid quarter and we are on track with our revised guidance. We are also frequently asked if we expect to hit our longer term EBITDA target of $9 billion in fiscal 2016, the simple answer is yes.

Despite the benefit of an extra half year of the YES Network, we acknowledge that to achieve that 2016 target, we will have to overcome foreign currency headwinds and challenges at the FCC Entertainment Network that we did not plan for last August. Together, all these items adversely impacts our August assumptions by north of $200 million.

However, we will have to work a bit harder, but we expect to hit our target. And our core cable channel networks business, we continue to execute on our expansion plans with newer networks Fox Sports 1, FXX and new international sports networks all gaining strength in programming and distribution.

As we have indicated in the past, these networks will take a couple of years to build, but the momentum we are seeing makes us confident that the investments we have made will build long-term value for shareholders and consumers alike.

Similarly we are pleased to increase our ownership of the YES Network, now at 80%, enabling us financial and operational consolidation and increasing our total portfolio of managed regional sports networks to 22. Across our Cable channels business, we are in great shape.

FX continues to impress with its original series that are transforming FX into a standout, must have brand. The Americans is delivering strong results, ranking as the top basic cable drama in key demos.

We believe the new season of The Americans is benefiting from our innovative partnership with Amazon, which enabled us to not only more deeply monetize our content, but also enable viewers to catch up on the prior seasons.

The third installment of the American Horror Story franchise Coven built on the success of the first two story lines and concluded its season as FX’s most watched original series. In addition, Justified continued its run as a breakthrough series ranking consistently as one of the top scripted dramas on basic cable.

We are also at the start of launching a number of new exiting series, Fargo recently premiered and the 10 part limited series is off to a strong start, averaging approximately 4 million total viewers for its first two weeks.

And we look forward to premiere this summer of new series Tyrant from the creators of Homeland and The Strain from acclaimed director Guillermo del Toro. Fox News continues dominate, it’s the only cable news network that drove an increase in both viewership and demo in prime time.

We are more convinced than ever that Fox News’ commitment to developing fresh shows with unique edge is key to its success. The O'Reilly Factor, The Kelly File and The Five are all examples of this commitment.

Fox International Channels is also performing well, with successful new launches expanding the Fox channel in Hungary, Fox Sports 2 in Brazil and Italy and Nat Geo People in Germany. In March, the Fox Channel outside the U.S.

– United States reached its highest viewership level ever, up 15% year-on-year and up 9% from February and nearly doubled the viewership of Fox’s nearest global competitor.

At the Fox Network, we continue to face challenges despite continued growth in retransmission revenue and a substantial boost in the quarter from the most watched Super Bowl in history. While the sports side continues to be strong, the performance of the entertainment network remains disappointing.

American Idol while a significantly improved show in our opinion simply did not attract the following we had anticipated or the ratings we had hoped for. The key moving forward is to ramp up our commitment to bringing viewers, standout must have programming, shows that are unexpected and that have the power to really break through.

We are moving away from the decades old rules of the broadcast business and prioritizing our resources, management and marketing to make sure the programs we air reach their fullest potential. In a world of infinite choice, the need for breakthrough programming has never been greater.

We are also being more opportunistic about what we bring to air, looking to create big event type shows like 24-Live Another Day, which premiered on Monday to strong results. With our upfront presentations scheduled for Monday next week will let our network executives unveil our detailed strategies and line up for next seasons.

Generally we anticipate the upfront market will be similar to last year. We continue to believe that Fox is a network that truly stands out. It’s useful, unique and edgy and has a proven history of surprising audiences through shows that redefine the TV viewing experience. None of that has changed.

The industry push towards C7 ratings continues to be a priority. We believe more deals against the C7 ratings currency will prove lucrative. Even with the small lift as experienced in our freshman series COSMOS which showed 0.2% increase underscores the potential of real incremental revenue.

Let me now turn to our content business where we are seeing real momentum at the Film Studios. After a few challenging quarters we feel we have turned the tide.

Rio 2 from our animation studio, Blue Sky Studios, had a strong showing domestically and continues to rule the international box office since release approaching $400 million in global box office. In addition, The Grand Budapest Hotel has been a critical and commercial success for Fox Searchlight and The Other Woman has exceeded expectations.

The success of these films with a field of vastly different segments in the film market underscored the diversity of our film product and Twentieth Century Fox’s ability to create and market films across the audience spectrum.

We are also optimistic about the upcoming releases of X-Men-Days of Future Past, The Fault in Our Stars and Dawn of the Planet of the Apes, all of which we believe will perform incredibly well. Our television studio continues to exemplify the benefits of being a content owner in a world with expanding digital options for consumers.

Our ability to more deeply monetize our television offerings in the SVOD market continues to expand with the evolving digital marketplace. This past quarter’s record SVOD revenue was a testament to the strength of our products. Our DBS platforms also continue to demonstratable progress.

Last month, SKY Italia signed a deal with Telecom Italia, enabling the distribution of Sky’s premium programming to Telecom’s broadband customers, adding a new market of potential viewers that are unable to install a satellite dish.

Sky Deutschland continues to build on its leadership position with year-over-year subscriber additions, driven by investments in exclusive programming, product innovation and customer service and we feel confident that Sky D is on track for accelerated growth this year.

In addition to our specific business activities, we are also focused on broader industry trends and events like – and events including consolidation within the pay-TV industry and the development of over the top offerings.

While none of these items will materially impact our financial and operational targets in the near-term, we can assure you we are extremely focused on their evolution and our response to the challenges or opportunities these issues represents.

Needless to say, we are still fully convinced that there is no better time to be in the content creation and distribution business. Now, I would like to turn it back to Reed..

Thank you, Chase. Now Chase, James and John would be happy to take your questions..

(Operator Instructions) We will go to the line of Jessica Reif Cohen with Bank of America. Please go ahead..

Thanks. I guess, one for Chase and one for James.

Chase, can you think about things that can make a difference in the next year on particularly I guess on the Cable Network, the Simpsons seems like one thing for FXX, can you just share with us some of the drivers in the year ahead and how quickly can something like a unique product like the Simpsons have an impact? And for James, I was hoping you could address this constant, just never ending speculation that European satellite platforms will consolidate in one form or another, can you give us your current views on why it does or does not make sense?.

I guess in terms of next year and I do think it’s an important year for the new networks, I mean, both with FXX, where the Simpsons will launch. I think that’s a defining event for the Simpsons.

In a manner, it was a defining event for business, because when one of the, as we said before, one of the unique things we got with the Simpsons is really an expanded really almost a unique set of digital rights to really build the type of consumer experience that we think to many which will be a template for the business going forward.

And I think equally on the sports side, I think we said before looking domestically, certainly Fox Sports 1, a lot of our events start next year. So, I mean, we are really just starting into baseball, NASCAR, the big events move in next year, the U.S. Open Golf and the USGA Golf World Cup next summer.

So, in many ways, we are sort of still ramping up that entire schedule and that’s not to say, I mean, I see every channel has certainly agendas and objectives it’s looking to achieve, but I think probably you start to think what’s going to be the biggest change; it’s probably the newest network and in many ways the same as you certainly – in the international channels as well.

And I think probably the other business I guess you look at is the DBS business, which really I think, and as we have talked about we are really – we have been working hard to transform Italy in a way to get its cost reset and to work through a period to reinstill a level of growth into that business.

And I think the team there has done a really good job of sort of addressing both the cost and the challenge of economy that’s still fairly had its challenges, even some of the political movements there. And if you could give it a little bit of hope.

And I think with Germany, they just had a call this morning I think communicated there, the continued strength there to believe that they can step up a notch in terms of the growth of those businesses. So, I guess that sort of looking at some of the places, where they are important kind of developments occurring that will be a part of the lift..

Yes. And Jessica, it’s James here. On your other question look I think we answered this question in the past and I think I’d answer it in a similar way. Today, we have made no secret of our belief over the years that we think that skies are strong together.

But that said, currently our focus is on operating each of those businesses as best we can, each of the marketplaces that we operate in are competitive and are very dynamic. And we are seeing right now the businesses in very, very good shape.

I think as Chase just mentioned, good growth in Germany, in Italy, I think the business is creatively very strong. And while the subscriber numbers are flat on an overall basis, that’s really a – that’s a good place to be relative to the last two years. And I think the churn numbers in particular are very encouraging.

And in the UK at BSkyB I have seen good growth across the board with respect to all of our products as well as creatively what’s being put on air. So, as to the larger picture, there no current or immediate plans and we are just focused on operating the business as best we can..

Thank you, Jessica.

Could we have next question please?.

Yes. We will now go to the line of Ben Swinburne with Morgan Stanley. Please go ahead..

Thanks. John, as we look at the free cash flow outlook for the company and particularly as everyone is focused on your leverage targets out in ‘16, can you just talk about the sort of pace of investment in content? I think the last two years you have had some pretty big negative working capital swings as you have gone into big production cycles.

Does that unwind in fiscal ‘15? And should we see free cash flow snapback and then grow along with EBITDA? Can you give us any color on the sort of the pacing and sizing of these dollars, which are pretty big?.

I don’t want to give you guidance and forecasts on ‘15, we will do that in August, but directionally I can tell you, Ben we would expect to continue to invest, particularly in production and channels in ‘15.

I think we were pretty clear many months ago about the fact that we are still building – 2015, we are still building the year for three big initiatives in Fox Sports 1, FX, and mostly notably STAR Sports in India.

So, I would see ‘15 as a year, where we will continue to invest in our growth maybe not at similar levels as ‘14, but we will continue to see investment..

And you are talking specifically about through the balance sheet?.

Through the balance sheet, yes..

Got it, okay.

And then as a follow-up just picking up on that theme, maybe James can you just remind us as we think about STAR Sports what the next sort of investment with the investment cycle looks like from here? Where are we in your sports commitments and how long did those run and how are you feeling about the positions you have built from our rights perspective in that market?.

Well, I think, thanks Ben. First of all, I think we feel pretty good about the rights investments that we are making there. Obviously, we have a long-term agreement with the BCCI for domestic Indian National team cricket and that’s really the sort of backbone of the cricket offering there.

The Champions League Twenty20 is also a long-term deal and we have said we have been clear in the past that, that is a deal that we inherited in the ESPN STAR Sports transaction and is of a high cost. And then you have the ICC World Cup in cricket, which is a little bit lumpy, but I think ‘16 is really the big year of that.

So, it’s really after that, that you see that STAR Sports business in India starts to deliver meaningful growth to STAR India. Overall, I think the STAR Sports business in India is really coming along well. The integration has gone well in the last number of months.

There were some time periods, where we could move the operations from Singapore to India and all of the new broadcasts have performed very strongly. So, we feel pretty good about it, but I think you’ve got to anticipate, particularly in cricket rights, a reasonable cost continuing with the big one being in ‘16 with the ICC Cricket World Cup..

And we will now go to the line of Todd Juenger with Sanford Bernstein. Please go ahead..

Well, hi, thanks. I wanted to talk a little bit about domestic affiliate fees if I could. It’s clearly one of the major growth drivers in your guidance next three years.

And I am just wondering if you look at some of the specific incremental line items, like Fox Sports 1 or like FXX, specifically on the distribution side or like re-trans like which I guess is different than affiliate fees you can make a case for all of them.

What I would love to hear is do we need to be thinking about any trade-offs there in terms of crowding out being able to get all of those things or have to make choices with your distribution partners on which things you prioritize or is it reasonable to think that you can make progress on sort of all of those initiatives at the same time?.

It’s pretty clear. I mean, I think we expect to make headway on all the initiatives. I mean – and we have talked in the past again one of the things, I think we have tried to do is increasingly make sure every channel really is a channel that stands on its own two feet.

I think if you go back a while and I would have said I think we had some niche channels or channels that in a world that has as many choices as this didn’t have enough strength and wherewithal to sort of carry their own weight.

And that sort of led us to re-launch a number of channels, which evolved into Fox Sports 1 and FXX and really to evolve our channels into sort of a handful of core categories around the news led by Fox News, Fox Business craving it out, FXX, which again I have said before, I think stands apart in the entertainment universe.

Clearly, the uniqueness is sports and National Geographic, which is a brand that again resonates around the world.

So, I think what we have really focused on is making sure we don’t have channels that are baggage, that are being dragged along by other locomotive channels that you have to make those trade-offs that we have channels that you need to pay or channels that have a real audience or have real strength and really can get fair value competitively for what they are in the marketplace and invest in those channels.

We are not – I think it is important that we make those channels strong. I think leadership and hit programming continue to stand out and have the disproportionately important value and high value. And I think if we can create the type of distinctive hit programming we do at our Fox News or in FX, we think we should be getting fair value for those.

And I think that is certainly the path we are on..

Excellent. Thank you..

We will now go to the line of David Bank with RBC Capital Markets. Please go ahead..

Hi. Thanks. Good afternoon. Chase, I was wondering if you could give a little more color on the domestic ad environment, what the stations maybe kind of pacing in the current quarter, also pricing at the network, cancellation options versus the prior quarter and maybe a year ago.

And then on the cable networks you have a lot going on there with some of the new launches, so even just looking backward in 3Q domestically if you exclude the new launches FS1, FXX, the acquisition of YES, can you kind of give us a sense of core same channel ad growth and how it looks sequentially in the current quarter? Thanks very much..

Let’s just say I think in the comments about the ad market, in general, I mean I think nationally its okay. I mean it’s sort of – again you still have which I think has been the truth for a while and continues to be a limited visibility going forward.

And it goes up and down a little bit, I mean it was sort of down a little bit at the end of the calendar year and got a little stronger, got a little weaker, actually the last three or four weeks that gets little stronger. So I think it’s been okay. It’s not that we can call it robust. But I wouldn’t – but it’s an okay market.

I think the local markets probably little softer, I would say the local market right now is probably sort of flattish. I mean you are not – I mean we will get some political spending as we get later into the calendar year. I mean you don’t have a lot yet.

But – so they are not that concerned, but I would say the local market is probably a little softer than the national market. But probably again sort of market being flattish, I think scatter is okay, I mean scatter pricing is okay. So I think its okay. Again you don’t have long-term visibility to it.

Fairly it’s driven by some sectors, but particularly I think on our….

Cancellation options?.

Yes. I think on the options, again nothing sort of outside. I mean it’s sort of pretty much business as it’s been. I mean it’s nothing sort of that of the ordinary either way that’s – so it’s just sort of in – sort of consistent with what historical patterns would be.

I think in the cable market again we have got a mixed bag, so it’s not always the same. Actually – I think that’s actually been pretty good. And I think FX has continued to strengthen with the standout. I think Fox News had a nice quarter and on every level.

So I don’t think – I think on the new networks I don’t – again I think our focus is not sort of – I mean look we want to maximize ad dollars, but our focus really is on the new networks is where they are going to be in two years not sort of what the ad revenue we can get out of them this quarter. So I mean it’s not saying we don’t care.

The new networks would not be a material and just because of where they are in their life, they would not be material affecting our ad growth. I mean now they have advertising dollars and it will grow and it’s important to us. But again the priority for those networks is really where do we –getting them to the right place in the next couple of years..

And we will now go to the line of Michael Nathanson with MoffettNathanson. Please go ahead..

Thanks. I have three very quick ones.

James can you take over, I thought the World Cup for cricket was in ’15, but it’s actually ‘16 is that what you guys are saying?.

You are right you heard about at the end of fiscal ‘15. So it’s just before the costs fall just at the end of ’15....

Cool, secondly Chase, the (indiscernible) weeks or days I mean we are getting some calls from clients and reporters about this passed into contracts and whether or not you are leaving, so given all you have said there about the future, can you just update on where you stand and with your own contracts?.

Sure, very simple. Rupert and I have an understanding in a new agreement. We have simply not gotten it on paper yet and the reason is focus on building the business, but we have a clear understanding of where we are going..

Okay. Thanks. And last is for John, if you look at your domestic cable expansions this year, they are really lumpy.

So you have grown 21%, 16% I think like 10% now, if you look at the last quarter of the year, what’s the right cable expense growth to think about for the last quarter given the YES deal is coming on as well, so where in the ballpark of growth should we think about it for the fourth quarter?.

I think if you look at the first half of the year as you indicated, we had anniversarying some acquisitions from the year ago which increased the comparative cost base. This quarter you don’t have that impact, because everything is like-for-like.

So really to use that as the guidepost the biggest difference next quarter is the inclusion of the YES in cable. So I think that’s directionally how you should think about the Q4 expense growth..

We will now go to the line of Vijay Jayant with ISI Group. Please go ahead..

Thanks.

Just want to continue on the Cable expense especially when you look at it globally and with the new sports bets that are coming through, so if you sort of – you suggested that the long-term guidance is intact, can you sort of talk about the cadence of growth ‘14, ‘15, ‘16 at least on the cost side, obviously we know we will see what happens on the revenue side?.

I think if you look, again we are not going to give guidance at this moment towards ‘15 and ‘16, but from a macro standpoint, as against ‘14 we will continue to invest in the new channels, Fox Sports 1, FXX and most notably it’s something we have called out consistently a step up in STAR Sports, principally around cricket and most notably again, in that regard the World Cup.

So you will see an increase in cost next year, focused on these big initiatives. But as far as the exact percentage in all of that, I think we will address that on our next call..

We will now go to the line of Alan Gould with Evercore. Please go ahead..

Thank you.

Just wondering if you could breakout for us or give us some quantification of the magnitude of the SVOD revenue that you recognized this quarter in both the TV area and the cable network area?.

I don’t think we would probably really get that granular on it. I mean, we did have a material SVOD event with the Amazon transaction in the quarter. So and I think the SVOD revenue because of when product is sold, probably is not going to be a constant quarter-to-quarter. So we ought to anticipate that, but – and it’s a meaningful number.

But I don't think we have sort of done really sort of breakout that type of segment-by-segment revenue for each of our businesses. But we did have a – it was a benefit to the quarter. But I think we feel good about where we are and we have that – we certainly have fundamental and a multi-year agreement in place that will continue to drive that.

It’s been an area of growth for us. We expect it to continue to be an area of growth. Amazon seems to be stepping up Hulu, it always done a couple of transactions, so it’s becoming a more aggressive player in the marketplace. So we are certainly excited about that as well as potential broader developments in the overall market..

Chase if I can just follow-up on that, what inning would you say we are in, in terms of the SVOD market, do you think there – I mean how much growth is there ahead, general terms?.

I mean my personal view on it, I think – I mean I guess I do view in some ways the SVOD market as a subset of a larger digital marketplace. So I think if you really looked at just, you want to define the market as players that are in it today you certainly, there is lot of growth left internationally.

I mean you got one player that’s clearly got a leadership position in the U.S. in terms of Netflix, Amazon and Hulu certainly continuing to step up I think much earlier than maybe really in the first and second inning internationally.

But I actually think there is really a proper way to look at it really in development of all these digital initiatives and digital offerings and I was talking about something like systems where FX essentially bought the SVOD rights and therefore FX is going to develop its own extensions of digital experiences around The Simpsons franchise and other products it owns.

So I can give you sort of define it as a broader universe, I think you are in the early innings of the broader development of these digital franchises. But I think if you really define it narrowly you are obviously in the U.S. market you are further along.

You are not in the latter innings, but you are set of along to define it in a very narrow context, but I think that’s misleading. So I think this market will continue to evolve and I think it’s one of the real opportunity that digital, it’s because of the flexibility of that and the ability to do and try new things.

I think things can evolve pretty fast. And I think that the opportunity that may not have been apparent a few months ago, that will of a sudden emerge and become a new opportunity to develop and monetize and exploit if you have the right content and brands..

Thank you, Alan. Next question please..

We will next go to the line of Anthony DiClemente with Nomura. Please go ahead..

Hi, thanks.

I have first for Chase, just along the line of – along the theme of digital in terms of ad support digital, I think when you look at all the delayed video viewing that’s going on out there, be it DVR or let’s say post three days, Hulu, the fill episode players, free VOD, I mean the pie of viewership could very well be expanding and higher than what it was in just the live viewership world.

But when you just kind of look around at the ads slowdown that we seem to be – maybe the slight or modest ad slowdown that we seem to be seeing in the industry.

I am wondering why this kind of delayed viewership uplift is not really monetizing as well as we might have hoped? And where do you see the biggest opportunity in terms of perhaps monetizing that digital uplift, if you will?.

Well, I think it’s really simple. I mean, I think there is no question. The advertising side of our world has not caught up with the shift in viewership. And today, we are not measuring it close to well enough. We are not exploiting it close to well enough. We are not developing new technologies like targeting well enough.

And to me, I mean, that’s an enormous opportunity and challenge. I mean we need to clearly do a nice better job of monetizing this viewership and the viewership is clearly moving to a multi-platform – multi-device experience. And as we said, C7 is not the goal.

I mean, C7 is just to me a very small step in the direction that at the end of the day has to get us to a place, where we can monetize every view on every platform.

We can deliver this, the messages in a – in more valued ways, whether that means targeting or whether that means native or whether that means other forms of advertising messages that resonate with the consumer. And if you want to talk about where we are in that game, we are not even in first inning as far as developing really the ad opportunities.

So, I think what you are seeing is sort of – and to me, it’s a glass half full. So, I do think the viewership is – the popularity of the product is stronger than ever, because of the ability to accessing all of these devices. And we are just not – it’s all of us. We are part of that, not blaming others. We are part of the mix.

We are not doing good enough job yet today to capture that viewership and monetize that viewership. And as we do it, I think there is an enormous opportunity, because we are obviously getting – our product, I think has never been more popular.

Everybody talks about the shift of viewership at digital platforms alike and what do they want to watch on digital platforms is our content and our brand. So, we just got to figure out – we got to do a better job of capturing or monetizing the value with that..

Understood, thanks.

And quickly, we get this question from investors a lot in terms of – and this is for either yourself, Chase or James asking is there anything about the political situation in the UK that in terms of political headwinds that would give you guys any relief and allow you to contemplate trying again to go down the path for BSkyB anything there that we should think about in terms of the regulatory environment in the UK?.

Look, it’s James, I don’t want to comment on the politics or anything like that, but the broader point is just we don’t have any plans to revisit that anytime. Right now, there is no current plan to do that. So, it’s not really worth kind of engaging on.

But from a regulatory impediment perspective, I think as we argued a few years ago, we don’t believe that there is one..

Thank you, Anthony. Operator, next question please..

Next question comes from the line of Vasily Karasyov with Sterne Agee. Please go ahead..

Thank you. So, one of your peers that operates at RSN in the Tri-State area said that there was softness in subscribers in the March quarter.

So, I was wondering if you saw anything like that at all and if you could more broadly comment on the subscriber trend in your RSNs? And another quick question is senior executives from FBC were saying that they wanted to change the way pilot season goes.

So, I was wondering if that has any implications on financials for the television segment and how does that change your upfront process? Thank you..

I think in terms of subscribers, well I guess and say I don’t know that we even have the numbers for March yet. So, I am not sure they even have that at least I don’t think I have the quarter trends. I think the subscriber world sort of has continued to be pretty flat. I mean, I think that’s sort of what it’s been.

And I think right now, that’s sort of – I guess I am thinking over the last few quarters, but since the last 12 months, I think it’s sort of a pretty mature market and then pretty flat market. And I think that’s – and I don’t think our RSN to be different than our other businesses.

So, it’s a general comment on it, not on RSN specifically, I don’t have RSN sub-numbers specifically, but again I would say in general, it’s pretty flat. I think in terms of the comments on pilots, I mean, first, it’s not financially driven.

I mean, I don’t think that comment was financially driven I don’t think it’s not going to – I think that what he was referring to would not materially change the financial plans for the business.

I mean – and again, I think what he was – what I think he was referring to is really part of a general, which probably – in some place we have got, I think it’s just a little bit different than it was meant, because we still make pilots.

What just the broadcast business is operating within overly rigid set of rules in a world today that sort of has players operating opportunistically by whatever set of rules makes sense. And I think that was really the message and there are places where we will have a pilot to places we won’t.

What we said is that we are not going to have every show that sort of starts to be developed September with preps in order of pilots in the winter and then sit there and this time of year and look at all the pilots and big shows we put on the air in September. We will have some shows to do that.

We will have some shows in the middle of the year when we have anyway the pilot just get a sense to the show. Some shows we really believe and we will order, we will go right to a straight order of 6, 10, 13, but – and I think we will do what makes sense, which in some ways is the cable business has done for us for a long time.

And I don’t think that was the message that we need to operate our business in a little lot more flexibility and agility and without the constraints for a decade to old rules and – but it wasn’t really a financially driven statement and it wouldn’t really change financial plan for the network..

Thank you, Vasily. We have next question please..

Next question is from the line of Alexia Quadrani with JPMorgan. Please go ahead..

Hi, thank you. Just following up on your earlier comments on measurements a few minutes ago when Nielsen probably launches its cross platform measurement rating system, I was going to get a national list in ratings into the capturing viewership before it was monetized.

I guess, do you think that might be a significant list? Do you think advertisers will give you credit for it? I guess any color on that would be great?.

Well, I think any of those changes are going to be sort of over time. I mean, they are not going to be, it will take time with any of it.

I mean, you got a lot of parties involved in it whether that’s to measure it effectively as well as to sell it as advertisers look at the bottom line with advertisers, we have to credit for viewership and there is value. And we are delivering that and we are really through it.

And it doesn’t mean we won’t have to work through it with the advertisers, just as right now we are doing with – when we try to move from C3 to C7, it’s the process we have to work through. I think everybody understands their issues around it that we have to address constructively, but again as I say that viewership has value.

And we need to make sure we can monetize that value in a fair way..

Just to follow-up on FS1, I think there was a cancellation of a show recently.

I guess any sort of big picture comments, if you feel you are still on track to the guide you gave last summer or is it really just too early to tell given you have a lot more rights coming on board later this year and then after that you have a better picture of sort of where you are?.

Yes, sort of I think we have said – I said before, I mean FS1 is really something I think got to drive it a couple of years, not a couple of quarters. And I think we have said, upfront, there will be – I mean, the nature of building one of these networks, there are things that work, and there are things that don’t.

In reality, probably, more that don’ts than dos and you work through that, you make changes. You take off things that didn’t work – don’t work and you have to launch new things or fix them if you think it makes sense to do so.

Building a network is hard work and we have done it with – really most of our networks were built, whether it’s Fox News or FX. And if you go back and look at it, usually the first couple of years or the Fox Network, I mean I hate to look at the line up – go back and look at the line up in 1988 or ‘87 of the original Fox Network.

It’s – you have got to fight through it. And that’s – again, it’s fully, yes, it’s fully within our expectations and again, the – I think the issue is set and the real measure is where are we in two to three years..

We will now go to the line of Michael Morris with Guggenheim. Please go ahead..

Thank you. Good afternoon. Chase, you mentioned a focus on the development of over the top offerings, and I'm curious as to whether you're interested in participating in the personal subscription service that DISH has introduced and has Disney on board with.

Is that something you're actively discussing participating in? And maybe more broadly, how do you think about protecting the ecosystem while still allowing some of your content to perhaps be used in over-the-top system? And then just John, if you don't mind, could you help us with the size of the impact of YES on EBITDA in the coming year and maybe also on earnings given some purchase accounting? That would be great..

I am not going to comment on any one specific over-the-top offerings. I think in the general theme, I think we feel it's important for us to talk to any of the players that are expressing interest in developing over-the-top offering, and understand what’s the opportunity there and how it makes sense.

And I think one of the primary things we do want to focus on is the second issue you raised, which is, we are looking for – for us, if we're going to do something, it's important that it's enlarging the business, it's not substitution product, it's a product that adds and brings something new and value to the marketplace.

There are a lot of ways players can do that, and I think if there are opportunities, then those are the ones we want to pursue, but I think it is – we are going to be disciplined about it same thing SVOD market emerge, and I think we felt that was important that we approach these opportunities in a disciplined way.

That really makes sure we're enlarging the overall business for us, not just for hitting products undermine each other.

So I think it is sort of goal number one to make sure these over-the-top offerings we are bringing something new and exciting to the marketplace, I think, and engage a consumer to do more or engage a consumer we don't have to today..

And then dealing with YES, as you know, it’s really an addition to our portfolio of RSN, none of which we break out and give individual metrics on and with YES, we are not going to commence giving individual metrics on any one RSN, including YES..

Thank you, Mike. Operator, at this point we have time for one more question please..

And our last question of the day will come from the line of Tim Nollen with Macquarie. Please go ahead..

Hi, thanks for squeezing me in at the end. My question was also about the issue of measurement, and as we're in the digital upfronts now and TV upfront starting in a couple of weeks, there are a lot of new measurement products, really, very much on the market, Nielsen and comScore.

I just wondered if you could talk about what is going on, specifically now, whether it's you guys or in the market in general, about actually adopting C7, how meaningful that would be to your ad revenue base, OCR for Nielsen or vCE for comScore, all these things which actually are here on the market now.

How much can these actually make a difference in the upcoming cable and broadcast season?.

We are engaged with all of them. I mean, I think we want, I think we are frustrated in some ways, not that we don't have to do a better job ourselves. That array of these things and it isn't just measurement, it is kind of capabilities to delever more value through other – utilizing some of these capabilities. So, we're engaged with all of them.

The opportunity is enormous. It's not to be enormous in 12 months.

It'll grow over time, but you have clearly, a significant level of viewership and you look at the lift we get today, on some of our shows where we have the viewership is not on the linear network anymore I mean it speaks to the opportunity and if we can go beyond that and start to create VOD offerings that have in a field that attracts the consumer to them instead of DVR that sort of further extends our ability to capture whether that’s a choice or recommendations or other experiences that enable us to drive viewers to find their preferred options from viewing programming in the sites of experiences we can develop for them that enable us to maximize the value of that content.

But again I think all you need to do is look at the shift in viewership as it’s gone to these platforms particularly on to selected shows. And I think that speaks to the opportunity that exists and again I don’t want to misrepresenting, because sort of somehow this is in the next 12 months.

I think it could be something that’s additive in the next 12 months. But I think in the longer term it’s a tremendously important opportunity for us..

At this point we are out of time. Thank you everybody for joining today’s call and if you have any further questions, please call me or Joe Dorrego in New York. Thank you..

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