Michael Florin - Senior Vice President and Head of Investor Relations Robert J. Thomson - Chief Executive Officer and Director Bedi Ajay Singh - Chief Financial Officer.

Jessica Reif Cohen - BofA Merrill Lynch, Research Division Fraser McLeish - Crédit Suisse AG, Research Division Alan S. Gould - Evercore Partners Inc., Research Division Alexia S. Quadrani - JP Morgan Chase & Co, Research Division Entcho Raykovski - Deutsche Bank AG, Research Division Justin Diddams - Citigroup Inc, Research Division Michael C.

Morris - Guggenheim Securities, LLC, Research Division Craig A. Huber - Huber Research Partners, LLC Adam Alexander - Goldman Sachs Group Inc., Research Division Sacha Krien - CLSA Limited, Research Division Eric Katz - Wells Fargo Securities, LLC, Research Division Alice Bennett - Commonwealth Bank of Australia, Research Division.

Good day, and welcome to the News Corporation Third Quarter Investors Conference Call. Today's conference is being recorded. [Operator Instructions] At this time, I would like to turn the conference over to Mike Florin, Senior Vice President and Head of Investor Relations. Please go ahead, sir..

Thank you very much, operator. Hello, everyone, and welcome to News Corp's Fiscal Third Quarter 2014 Earnings Call. We issued our earnings press release over an hour ago. It's now posted on our website at newscorp.com. On the call today are Robert Thomson, Chief Executive; and Bedi Singh, Chief Financial Officer.

We'll open with some prepared remarks, and then we'll be happy to take questions from the investment community. 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 for the 3 months ended March 31, 2014 identifies risks and uncertainties that could cause actual results to differ, and these statements are qualified by the cautionary statements contained in such filings. Additionally, this call will include certain non-GAAP financial measurements.

The definition of and reconciliation of such measures can be found in our earnings release and our 10-Q filing. Finally, please note that certain financial measures used in this call, such as segment EBITDA, adjusted segment EBITDA and adjusted EPS, are expressed on a non-GAAP basis.

The GAAP to non-GAAP reconciliation of these non-GAAP measures is included in our earnings release. With that, I will pass over to Robert Thomson for some opening comments..

start with a limited number of users and allow our results to help us stand apart from the competition. Amplify represents a truly contemporary approach to education, empowering teachers and parents and providing students with compelling lessons. The curriculum is common core compliant and more broadly designed for this generation and the next.

We firmly believe and expect that the efficacy of our curriculum will help facilitate fundamental improvement in student outcomes and, in turn, drive market penetration. Finally, one consistent theme throughout the company over the quarter, a theme evident in the results, is cost discipline.

Whether it be at head office, in London or in Australia, our teams have been cost-conscious, a quality reflected in a 7% reduction in operating expenses in the third quarter, which itself played a significant role in the stark improvement in our EBITDA.

The other abiding theme is that our distinctive portfolio of companies has given us a robustness that distinguishes us from other traditional media companies.

Our early e-expansion projects have clearly shown promise, and we will be building on that progress in the coming quarters, rolling out new products and incubating new businesses, building our customer base and serving our investors around the world. The journey is just beginning. Now, I hand you over to Bedi, our CFO, for the financial exegesis..

Thanks, Robert, and good afternoon, everyone. First, I'll give you some high-level financial highlights, and then we will discuss each segment in further detail. We reported fiscal 2014 third quarter total revenues of $2.1 billion, a 5% decrease versus the prior year period.

However, if you exclude the impact of acquisitions, divestitures and foreign currency fluctuations, adjusted revenues were flat with the prior year, and as Mike Florin mentioned, the earnings release includes the reconciliation to reflect these adjustments. Turning to EBITDA.

We reported total segment EBITDA of $175 million, which was a 4% increase versus the prior year period. Again, excluding all acquisitions and divestitures, the costs related to the U.K. Newspaper Matters, which were $20 million net of indemnification this quarter, and foreign currency fluctuations, adjusted total segment EBITDA improved by 3%.

Adjusted EPS were $0.11 compared to $0.13 in the prior year, and reported EPS were $0.08 versus $0.56 in the prior period, which included a significant nontaxable gain in other net, which was related to the sale of our ownership interest in SKY Network Television in New Zealand.

Free cash flow available to News Corp for the first 9 months was $496 million, an improvement of $362 million compared to the prior year. And as noted by Robert, our results demonstrate effective portfolio diversification, with a healthy mix of advertising, content sales and recurring circulation and subscription revenues.

While we have faced some headwinds this quarter, particularly in print advertising, we were still able to post strong EBITDA and free cash flow available to News Corp, thanks to the strong performances at HarperCollins, REA, FOX SPORTS Australia and in-store advertising at News America Marketing, coupled with our continued focus on cost management.

With that as an overview, let’s turn to the individual operating segments. In News and Information Services, revenues declined $143 million or 9% versus the prior year. Australia accounted for $103 million or approximately 70% of that segment decline, with the majority of the decline due to foreign currency fluctuations.

However, adjusted segment revenue declined 4%, consistent with the second quarter. Within segment revenues, advertising declined around 10% this quarter, also relatively consistent with the prior quarter.

Looking at advertising performance across our key publishing units, at News Corp Australia, ad revenues declined 24% or mid-teens in local currency, and we saw further softness this quarter in national and retail, partially offset by some improvements in real estate.

At News U.K., advertising revenues declined 3% or high single digits in local currency versus the prior year, with the Easter shift having a modest negative impact. We were also impacted there by weakness in retail, most notably, the grocers.

And at The Wall Street Journal, advertising revenues were down mid-single digits in the quarter, fairly consistent with the prior quarter. We continue to see pressure on advertising, and broadly speaking, bookings remain very short and volatile on a week-to-week basis.

Circulation and subscription revenues declined around 5%, driven primarily by continued decline in institutional sales at Dow Jones, which had a negative $20 million impact to revenues this quarter. At our consumer businesses, we benefited from cover price increases of The Sun and The Times in the U.K.

and several of our Australian mastheads, plus higher subscription pricing at The Wall Street Journal. Consequently, in local currency, we saw circulation revenue growth this quarter at The Wall Street Journal, News U.K. and in Australia.

It's also worth noting that in April, The Wall Street Journal increased subscription pricing for new customers by an additional $2 per month for both its digital-only and print digital bundle after a 4-week promotional period.

At News America Marketing, sales improved 4% versus last year, led by in-store advertising, which rose more than 20% and more than offset modest declines from free-standing insert advertising. Total costs for News and Information Services were down 8% or approximately $120 million this quarter.

We continue to benefit from lower headcount as we realized some savings from prior year restructurings and lower newsprint and production costs.

These savings were partially offset by a $10 million increase related to the relocation of our London operations, which as I mentioned in the last call, was mostly noncash related to due rent and other facility-related costs.

Segment EBITDA decreased $20 million in the quarter or 12% as compared to the prior year, and adjusted segment EBITDA was down 11%. However, excluding costs related to the relocation of our London operations, the decline in adjusted segment EBITDA was a modest 5%. Turning to Cable Network Programming.

Revenue declined 12% -- $12 million or 10% compared to the prior year due to adverse foreign currency fluctuations. We also saw higher digital platform subscribers and increased affiliate pricing in the quarter.

Subscription revenues, which accounted for 85% of FOX SPORTS revenues this quarter, grew 6% in local currency, benefiting from higher digital platform subscribers and higher CPI-linked cable and satellite affiliate fees.

FOX SPORTS Australia advertising revenue declined modestly, impacted by the absence of domestic cricket rights and a generally weaker ad subscription TV marketplace this quarter. Excluding the impact of foreign currency fluctuation, adjusted revenues increased 5%.

Segment EBITDA in the quarter increased $2 million or 8% compared to the prior year, driven by lower programming costs, which were impacted again by the absence of domestic cricket rights compared to the prior year. If you exclude the impact of foreign currency fluctuations, adjusted segment EBITDA increased 24%.

In Digital Real Estate Services, revenues increased $16 million or 19% compared to last year, reflecting higher pricing and uptake of premium products. Segment EBITDA increased $12 million or 29% compared to the corresponding prior year period, primarily due to the increased revenue.

Excluding adverse foreign currency impact, adjusted revenue and adjusted segment EBITDA grew 36% and 49%, respectively, both accelerating from the prior quarter. Margins in local currency expanded 500 basis points to 53% from around 48% last year. Turning to the Book Publishing segment.

Revenues improved 14%, and EBITDA grew over 80% versus the prior year. Excluding divestitures, primarily the sale of our Live Events business, adjusted revenues were up 15%, and adjusted segment EBITDA improved by 77%.

This was obviously an unusual growth quarter, with very strong performance from the Divergent series by Veronica Roth, which clearly got a boost from the theatrical release in March. We sold a total of over 8 million net units of the series this quarter, on top of the 5 million net units sold last quarter, with a high proportion of these as e-books.

Total e-book net sales for the quarter grew 46% versus the prior year and accounted for 26% for total HarperCollins revenue, up from 21% in the prior year period.

We have, as Robert mentioned, announced plans last week to acquire Harlequin Enterprises from Torstar Corporation for CAD 455 million, approximately USD 415 million, which we believe is a unique opportunity for HarperCollins to significantly broaden its global footprint, strengthen the key content vertical and expand its backlist while importantly improving our financial profile.

We expect this deal to be accretive to earnings from day 1 and improve our free cash flow. At this point, we would expect the deal to close by the end of this calendar third quarter, pending regulatory approvals, approval by Torstar's Class A shareholders and other customary closing conditions.

In our Other segment, revenues decreased $6 million compared to the prior year, primarily due to lower project-based consulting revenues at Amplify's legacy assessment business, coupled with divestitures of certain of the company's non-core Australia businesses during fiscal '13.

At Amplify, we remain on track to roll out our English Language Arts digital curriculum for this coming fall, which we unveiled at South by Southwest in March, and our sales force is now meeting with school districts in major U.S. markets.

We also announced plans to roll out new tablets in collaboration with Intel, including a new and expanded agreement with Guilford County Schools in North Carolina, starting in the fall of this year.

Other segment EBITDA in the quarter declined by $12 million, primarily due to higher investment spending at Amplify and corporate costs compared to the allocated basis used in the prior year quarter. Also in the quarter, U.K. Newspaper Matters net impact on total segment EBITDA declined to $20 million from $34 million in the prior year.

Again, that's net pretax costs after the indemnification from 21st Century Fox. Turning to equity income. Earnings from affiliates were $23 million compared to $27 million in the prior year.

The lower contribution primarily reflects the absence of the company's 44% stake in SKY Network Television, which was sold in March 2013, and the adverse impact of foreign currency. Foxtel ended the quarter with around 2.6 million total subscribers, up 5% versus the prior year, driven by higher digital platform subscribers.

Cable and satellite churn improved to 13.1% compared to 14.9% in the prior year. Turning to cash flow for the 9 months ended March 31, 2014. News Corp's cash flow from operations improved to $803 million compared to $420 million in the prior year, and free cash flow available improved to $496 million from $134 million, as I mentioned previously.

Just a few additional items. We continue to expect full year CapEx to be relatively similar to the FY '12 level of $375 million. CapEx this quarter was $97 million versus $86 million last year.

Restructuring costs were down again significantly this quarter at $10 million, of which $6 million was related to the News and Information Services segment, compared to $54 million in the prior year.

We continue to look at G&A cost reductions across the company, and this quarter, we negotiated over $10 million in annual savings from new technology, hardware, software and office service contracts.

Over $5 million from new corporate airline and credit card deals, and we continue to look at consolidation of our print plants, warehouses and office facilities to improve efficiencies.

In February, we announced that we plan to contribute around $50 million to our existing investment in SEEK Asia for its acquisition of JobStreet, as it significantly expands its online employment market share across Southeast Asia. Our ownership will remain at 12%.

Subsequent to the year end, we also sold 850,000 shares in The Rubicon Project during its initial public offering, which generated about $12 million in proceeds for us. We still maintain about a 14% stake in Rubicon, and the company remains an important partner for us.

So in summary, as I've said in past calls, our key focus in fiscal 2014 continues to be to stabilize the top line while managing our cost base and prudently investing in the business. I think this quarter showed progress as we remained vigilant on costs in the face of still challenging ad trends, particularly in Australia.

We talked in the past about appropriately pricing our content, and we have selectively raised either cover prices or subscription pricing across a number of our mastheads. We also expect to see additional investments in our digital products, as well as marketing efforts in the fourth quarter.

We're very pleased by the performance we're seeing in Book Publishing and are really excited about our announced plans to acquire Harlequin, which is both a great strategic fit and fiscally very attractive.

We remain laser-focused on strengthening our asset base and continue to be balanced between reinvestments and cost discipline as we better position News Corp for sustained growth. So with that, let me turn back to the operator for Q&A..

[Operator Instructions] First question comes from Jessica Reif Cohen with Bank of America Merrill Lynch..

I wanted to follow up on something you mentioned on the call.

This book publishing subscription model, is that something that will be rolled out in the next year? Can you give us any color on what you're thinking of charging? And would it be a Harlequin-type -- like romance? What are the genres that you're thinking of? And then the second question is on Amplify.

Can you give us any more clarity on sort of key benchmarks, like adoptions or anything we can look -- timing of what we can look for, for some progress?.

Thanks for the question. There are 2 different types of subscriptions that we're referring to. One is a book subscription offering, where we have partnerships with companies such as Scribd and Oyster.

The subscription offering that I was specifically referring to was the development of our plus programs, whether it's Times+ or Sun+ and similar plus programs in Australia built around newspaper offerings. They would have both digital access and us providing access to audiences to discounts and so on.

And you could certainly imagine for many of our papers that the Harlequin catalog would be a very suitable offering, both to, as we're intending to do, bringing the back catalog front and center but also provide a platform for further Harlequin sales..

And, Jessica, on your question on Amplify, I mean, as I said, the sales force is out there right now in all the major markets. I think we would expect to see some sort of contracts emerging before the summer, during the summer, as the new school year will be starting in September. That would be the expectation..

Our next question is from Fraser McLeish with Crédit Suisse..

Just -- you gave some numbers on digital subscribers in Australia. I was just wondering if you'd be able to give us an update on digital subscribers around your other newspaper properties. And also, just -- could you -- just a housekeeping one.

Could you tell us where Foxtel's debt stands at the moment, please?.

Well, to be honest, we're not breaking out all of our digital numbers, and it's not necessarily a like-for-like comparison. What we are seeing is a good digital growth at The Times of London, where net-net, paying customers are on the rise. That's a combination of print and digital. We're at the early stage of the Sun+ digital offering.

And the next phase, the next iteration of that, really, will come with the upcoming football season in the U.K. And at the New York Post, we've seen a doubling of digital usage, but that's, at the moment, to a free site, since the site itself was redesigned about 6, 7 months ago.

And we continue to see a robust digital growth at The Wall Street Journal. That's a quick sum-up for you, but you have to be careful because, clearly, there are some free offerings in the numbers, as well as paid-for numbers. But what we're seeing generally is confidence around the globe at our properties in the future of digital..

And, Fraser, just on your question relating to Foxtel, obviously, as you guys know, Foxtel is not consolidated, but we do give separate financial data for that at the end of the year.

For the last balance sheet, they had approximately $3 billion of debt, of which $2.2 billion is third-party debt and about $800 million was shareholder loans, which were equally split between Telstra and ourselves..

[Operator Instructions].

We'll hear next from Alan Gould with Evercore..

I've got a question regarding Amplify. It seems like the losses are running a little bit less than we might have anticipated.

Do you still see yourself having Amplify cost $160 million to $180 million this year?.

Alan, yes, I think they're running kind of where we expected they would be running, and I think for the year, it will be somewhere around the $180 million sort of that sort of level of investment..

How much was it this quarter?.

It was about $44 million, I think, this quarter..

Next is Alexia Quadrani with JPMorgan..

My question is on the strength we saw in the Book Publishing business in the quarter.

I guess is there any color you can give us on how we should think about the outlook for revenue growth there? I mean, how long does a popular book like Divergent typically continue to drive growth? And given the younger demographic skew of that book, does it help your digital subscription model there?.

Well, it's -- obviously, it's inappropriate to forecast. However, what we can say is that, clearly, there's a strong digital component to the Divergent offering, where e-book growth was up 46%.

Revenues -- our e-book penetration itself rose from 21% to 26%, and clearly, with digital, the contribution margin of digital is around 75% versus 40% for hardcover and 60% for paper.

But more broadly, without being specific about any sort of forecast, clearly, Brian Murray and the team at HarperCollins have some follow-up books related to the Divergent series early in the next financial year, and there will be a series of Divergent-related movies, which I understand the next one is slated for spring of next year..

Next is Entcho Raykovski with Deutsche Bank..

My question is around the Harlequin acquisition. I was just wondering if you can provide some milestones for the acquisition, the stage at which it gets to grow. And obviously, that business seems to have been pretty challenged over the last couple of years.

And I just wanted to understand why the e-book segment has been so challenged at Harlequin, whereas HarperCollins has been growing very strongly..

I'm not sure it's fair to say that the e-book segment has been challenged for Harlequin. In a sense, it's selling about 40% of its books digitally in the U.S., so it has a quite sophisticated platform.

What we see in Harlequin is an opportunity not only to develop the Harlequin offerings, which as I outlined earlier do have some complementarity with our popular papers but, more importantly, to develop our HarperCollins offerings. Because HarperCollins, 99% of the books are published in English. With Harlequin, you get 34 languages.

And for us, it was always going to be a question of build versus buy to build out our global infrastructure. But -- and clearly, Harlequin was a great opportunity. You're getting institutional intelligence and understanding of those markets and, frankly, something else, which is a little more abstract, the social capital.

These types of books have an editorial empathy that you need to connect with different cultures. So all of those characteristics of Harlequin were attractive to us and so was the price..

Our next question comes from Justin Diddams with Citi..

I just have a question for Robert. The Australian newspaper business has been hit pretty hard. I mean, I think it would be described as nothing short of violent, the change in advertising, momentum for newspapers in Australia.

And, Robert, I just wanted to get your view onto why advertisers in the Australian market had turned on newspapers and when you think that we will reach the bottom in this sort of fairly aggressive decline in revenue momentum..

Well, look, I think forecasting, obviously, is inappropriate. What I can say is that newspapers are oversold. Newspapers are a very powerful platform, and I think there's a certain fatalism at other media companies in Australia that may have infected the perception of papers. But we're very proud of our papers.

And I think what will become more clearly understood over time is the relative power of print in a digital world, where you literally cannot multitask if you are reading a newspaper. And to a certain extent, what you're seeing in Australia is a lagging of a trend that was profound in the U.S. and U.K. in recent years. Each newspaper market is different.

You have a cauldron of competition in London, which obviously expedited some of the competitive challenges not only among other papers but platforms. And so in Australia, you are now seeing that trend writ [ph] large.

But I do think that there'll be a reconsideration of the value of print in the next year or so because it's a platform that we know can deliver results to advertisers. And we'll be doing our best with the Australian team over the coming months to prove that point..

We'll hear next from Michael Morris with Guggenheim Securities..

My question is about the B2B offering from Dow Jones. Can you describe the changes that you made to the product and how that better exploits your competitive advantage? And also just remind us, your target audience there.

Is it individuals or businesses that are using existing services? Are you trying to expand the market for the type of product?.

Well, broadly speaking, we've adjusted the product, we've adjusted the pitch and we've adjusted the pricing to suit our customers' needs. What Will Lewis and the team have done in the last few months is go out and, frankly, talk to customers and find out what they want for us.

I think broadly defined, there are 2 sectors, there's the B2B sector, the high-end finance, high-end corporate, what you would call a B2P segment, which is Business to Professional, which is separate to the B2C of The Wall Street Journal. And so the team are working up strategies in both.

Some of the -- about 4 weeks ago, some fundamental changes were made to Tractiva [ph] to make it more user-friendly. You are able to bookmark more articles, the search was improved. But you have to see these improvements as iterative -- we will go on improving the product.

What we've found is that our customer base has welcomed the changes, and it's now up to our sales staff and our product team to continue to pitch and to continue to sell..

Next is Craig Huber with Huber Research Partners..

My questions had to do with Foxtel, please.

In the quarter, adjusting for currency, can you please give us what the revenue percent change was year-over-year, operating profit and also EBITDA, please?.

The revenues were up kind of in the low single digits, and the operating income, I think we reported was higher. We took some price increases at Foxtel in February. So I think that sort of is the financial picture there..

When you say higher, what do you mean? Can you quantify that at all for operating income?.

We're not giving out a specific number, but if you look at the....

Look at the press release..

Press release..

Next is Adam Alexander with Goldman Sachs..

Robert, you talked a bit on the call about pushing cover pricing and subscription pricing across the masthead, and it seems to be doing quite well. Still seems to be a fair bit of a gap though between what you charge for Wall Street Journal and some of your competitors.

Given the characteristics of your rata base, what plans do you have to sort of close that gap over time?.

Well, I think the 2 key things to bear in mind is affinity and intensity. And affinity and intensity in relationships with both readers and advertisers, which is -- while not only as a source of circulation revenue but as source of advertising revenue newspapers, remain a powerful platform.

Clearly, we will be looking at pricing both print and digital. And print and digital bundled at The Wall Street Journal, it's a great product. It's improving all the time. The other area that we'll be looking at, obviously, is global, where only 20% of our audience at the moment is outside the U.S.

Clearly, given the character of the content, there is a great opportunity for us to take advantage of that..

Our next question is from Sacha Krien with CLSA..

I've just got a question on the economics of the Book Publishing segment. In your Investor Day presentation, you presented unit economics for hardcover versus e-books. And the price you had in there for e-books was $14.99, and I think royalties of about $2.60.

Can you give us an idea of how this has been changing or trending since the Investor Day presentation and where you see it going, going forward?.

Actually, those haven't changed that much. And I think the margins that we were looking at are still around 75% for e-books versus 40% for hardcover and 60% for paper. So it's been pretty consistent with what we reported..

[Operator Instructions] Our next question comes from Eric Katz with Wells Fargo..

So when the spin from Fox was first being discussed, there was the thought by most investors that the reason for the spin was to allow News Corp to purchase newspaper assets and expand that business.

But now we see your biggest acquisition, thus far, is a book publisher, and there's been some complementary acquisitions that seemed to bolster the current newspaper assets.

So can you frame the M&A strategy for us at this point in time? Should we expect some newspaper M&A or you're looking to diversify even more?.

I think it's fair to say that the 2 guiding trends of strategy, generally, are globalization and digitization.

You've seen that with the first acquisition, Storyful, which has been very well-received both from an editorial perspective, but not just for our newspapers, from our digital sites, particularly, but also from a commercial perspective because Storyful will be able to create content communities around products and companies, and I think you'll see some of that in coming months.

So we said during the Investor Day, globalization and digitization, and that's very much what the team is doing..

Next, we'll hear from Alice Bennett with CBA..

I just had a question around the digital sales of Harlequin and HarperCollins. It looks like there's a bit of a divergence with Harlequin, much stronger in the U.S. relative to the other markets they're operating in. I just wondered if there is a similar divergence within HarperCollins. Are your digital sales much above that 26% rate in the U.S.

market or is it broadly similar across the globe?.

Well, clearly, Divergent is not just a book title, but it varies in the case of Harlequin because it's strong in emerging markets, where, quite frankly, the digital development is less forward. There will be -- whether it's Brazil or India.

And I would recommend, actually, that you look at the Harlequin website to get a sense of the range of its international exposure, which is a great asset. But download speeds have slowed, and people are less likely to download.

So partly, it's defined by the economics and economics of itself defines digital development, but it also varies by genre of book..

Thank you, operator.

Any other questions?.

No, that does conclude today's question-and-answer session. Mr. Florin, at this time, I'll turn the conference back to you for closing remarks..

Well, thank you for all your time. We look forward to showing an update next quarter. Have a good day if you're in the States and, well, a good day in Australia..

This concludes today's conference. Thank you for your participation..