FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May 2004 (May 6, 2004) THE NEWS CORPORATION LIMITED -------------------------------------------------------------------------------- (Name of Registrant) 2 Holt Street, Sydney, New South Wales, 2010, Australia -------------------------------------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F X Form 40-F --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes No X --- --- Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes No X --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable Annexed hereto are copies of announcements by The News Corporation Limited ("News Corporation") of its financial results for the quarter ended March 31, 2004 in Australian and U.S. dollars. Such announcements were filed with the Australian Stock Exchange and released in New York on May 6, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE NEWS CORPORATION LIMITED Date: May 6, 2004 By: /s/ Arthur M. Siskind --------------------- Arthur M. Siskind Director EXHIBIT INDEX ------------- Exhibit Page No. in Sequential ------- ---------------------- Numbering System ---------------- A. Announcement made by News Corporation of its financial results in Australian dollars for the quarter ended March 31, 2004. 6 B. Announcement made by News Corporation of its financial results in U.S. dollars for the quarter ended March 31, 2004. 24 EXHIBIT A --------- EARNINGS RELEASE FOR THE QUARTER ENDED 31 MARCH, 2004 IN AUSTRALIAN DOLLARS NEWS CORPORATION REPORTS THIRD QUARTER OPERATING INCOME OF A$1.1 BILLION ON REVENUES OF A$6.8 BILLION NET PROFIT BEFORE OTHER ITEMS INCREASES 19% TO A$605 MILLION NET PROFIT INCREASES 30% TO A$612 MILLION ------------------ QUARTER HIGHLIGHTS o Strong advertising growth at Fox News and higher affiliate revenues at the Regional Sports Networks drive operating income up 51% on a US$ basis at Cable Network Programming. o Television segment operating income up 25% on a US$ basis as higher pricing and the strength of American Idol increases advertising revenues at the broadcast network and television stations. STAR's operating profit more than doubles on subscription and advertising gains, mainly in India. o Filmed Entertainment operating income up 6% over a year ago on a US$ basis as continued robust home entertainment sales of film and television titles match prior-year success. o All print businesses report double-digit earnings growth in local currency terms: advertising and circulation revenue gains in U.K. and Australia fuel newspapers; increased free-standing inserts page volume and higher InStore contributions lift Magazines and Inserts; array of bestsellers fuels HarperCollins. o SKY Italia adds 180,000 net subscribers and ends the quarter with a subscriber base of more than 2.6 million; operating losses decline to A$23 million from the second quarter of this fiscal year. Sydney, 6 May, 2004 - The News Corporation Limited (ASX: NCP, NCPDP) today reported third quarter consolidated revenues of A$6.8 billion, compared to A$7.4 billion in the prior year, and consolidated operating income of A$1,097 million, versus A$1,161 million reported a year ago. These results were driven by double-digit operating income increases across nearly all operating segments in local currency terms offset by unfavourable foreign currency fluctuations. Net profit for the fiscal third quarter was A$612 million, an increase of A$141 million over the A$471 million reported in the third quarter a year ago. Net profit before other items was A$605 million, an increase of A$96 million over the A$509 million reported in the prior year. Commenting on the results, Chairman and Chief Executive Rupert Murdoch said: "We are extremely pleased with News Corp's third quarter results, with 22% operating income growth in U.S. dollar terms that was achieved across all of our business segments. Several assets in which we have invested heavily in recent years continue to achieve rapid growth. Our film and television production units have been buoyed by an expanding home entertainment market and our cable networks are enjoying double-digit gains on the back of advertising and affiliate growth. Simultaneously, we have maintained momentum at our established businesses with double-digit gains across our television, newspapers, magazines and inserts, and book publishing segments. "The growing success of our core businesses is complemented by the encouraging progress at our newest direct-to-home television investments. SKY Italia continues to exceed expectations with higher than anticipated revenues per user and strong subscriber growth. DIRECTV's new management has quickly strengthened that platform's competitive and financial position with the addition of 460,000 new subscribers during the quarter and the announced sale of its stake in PanAmSat for US$4.3 billion. Our unique asset balance, combined with the strong earnings growth throughout the company and the recent announcement to seek reincorporation in the United States, puts us in a great position to continue to generate value for our shareholders." Management Review of Performance The Statement of Financial Performance, Statement of Financial Position, Statement of Cash Flows and Supplemental Financial Data for the three and nine months ended 31 March are attached. The following commentary is made in respect of those statements, including an analysis of certain information contained therein. Net Profit Attributable to Members of the Parent Entity The reported net profit attributable to members of the parent entity consisted of the following items: 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- -------------- -------------- A$ Millions (except per share amounts) Revenue $ 6,751 $ 7,432 $ 21,731 $ 22,783 -------------- -------------- -------------- -------------- Operating income 1,097 1,161 3,261 3,470 Associated entities before other items 74 (40) 229 (283) Interest expense, net (153) (188) (480) (620) Exchangeable securities expense (25) (21) (80) (67) -------------- -------------- -------------- -------------- Profit before income tax expense, outside equity interest and other items 993 912 2,930 2,500 Income tax expense (319) (287) (928) (787) Outside equity interest (69) (116) (233) (333) -------------- -------------- -------------- -------------- Net profit before other items 605 509 1,769 1,380 -------------- -------------- -------------- -------------- Other items, net of tax and outside equity interest: Group 5 (15) 11 (40) Associated entities 2 (23) (23) (144) -------------- -------------- -------------- -------------- Total other items 7 (38) (12) (184) -------------- -------------- -------------- -------------- Net profit attributable to members of the parent entity $ 612 $ 471 $ 1,757 $ 1,196 ============== ============== ============== ============== Earnings per share (diluted) on net profit before other items, net $ 0.103 $ 0.097 $ 0.320 $ 0.262 ============== ============== ============== ============== Weighted average number of shares outstanding in millions (diluted) 5,869 5,147 5,500 5,140 ============== ============== ============== ============== The following commentary discusses the major components of these results. Consolidated Operating Income 3 Months Ended 3 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- -------------- -------------- A$ Millions A$ Millions Filmed Entertainment $ 269 $ 342 $ 1,119 $ 983 Television 344 352 853 991 Cable Network Programming 184 159 652 591 Direct Broadcast Satellite Television* (23) - (350) - Magazines & Inserts 112 129 289 328 Newspapers 233 198 631 485 Book Publishing 44 36 214 228 Other (66) (55) (147) (136) -------------- -------------- -------------- -------------- Consolidated Operating Income $ 1,097 $ 1,161 $ 3,261 $ 3,470 ============== ============== ============== ============== * New segment reflecting the results of SKY Italia, consolidated as of 1 May, 2003 Third quarter net earnings from associated entities before other items were A$74 million versus losses of A$40 million in the same period a year ago, primarily due to the absence of Stream's losses in the current year. A detailed discussion of the components of associated entities earnings is provided later in the release. Third quarter net profit before other items increased to A$605 million (A$0.103 per share) versus A$509 million (A$0.097 per share) in the prior year primarily due to the significant improvement in net earnings from associated entities. The following commentary is discussed primarily in U.S. dollars REVIEW OF OPERATING RESULTS FILMED ENTERTAINMENT The Filmed Entertainment segment reported third quarter operating income of US$214 million, up 6% from the US$201 million reported in the same period a year ago. Current-quarter results primarily reflect strong contributions from film and television home entertainment releases. Film results were largely driven by the worldwide home entertainment performance of League of Extraordinary Gentlemen as well as contributions from various catalog titles including Planet of the Apes, Moulin Rouge and Ice Age. Additionally, the worldwide theatrical performance of Cheaper by the Dozen, which has brought in nearly US$190 million worldwide since its release, also contributed to the strong quarterly results. The prior year's strong results included the continued success of Ice Age in the worldwide home entertainment market and strong domestic home entertainment performances from several smaller-budget releases. Twentieth Century Fox Television (TCFTV) profits continued to expand, primarily reflecting sustained momentum in home entertainment sales, most notably from Angel, Futurama, Family Guy and 24. TELEVISION The Television segment reported third quarter operating income of US$259 million, an increase of 25% versus the same period a year ago, reflecting double-digit earnings improvement at the FOX Broadcasting Company and Fox Television Stations, and higher contributions from STAR. At the FOX Broadcasting Company, third quarter operating income improved by US$14 million compared to a year ago due to higher pricing for the primetime entertainment schedule and improved sports advertising on National Football League telecasts, with ratings up nearly 10% for the post-season. Current year entertainment contributions were fueled by American Idol, which has grown its ratings by 13% versus a year ago, partially offset by the success a year ago of Joe Millionaire. Fox Television Stations (FTS) third quarter operating income grew 24% over the prior year as FTS achieved another quarter of record market share. Current-year results were driven by stronger primetime advertising revenue led by the success of American Idol as well as higher sales for local news and the NFL playoffs. Additionally, non-recurring advertising pre-emptions in the prior year, associated with war in Iraq, contributed to the year-on-year improvement. STAR, bolstered by a 12% increase in revenues, more than doubled its third quarter operating income versus prior year. Revenue gains were driven primarily by advertising growth both in India, from the continued growth of STAR Plus. Expansion continued in China, from increased penetration of the Xing Kong channel, which has become the number one national/regional channel in the Guangdong cable market. CABLE NETWORK PROGRAMMING Cable Network Programming reported third quarter operating income of US$143 million, an increase of 51% over last year's results, reflecting strong growth across all of the Company's primary cable channels. Fox News Channel (FNC) operating income doubled as higher advertising pricing drove double-digit revenue gains over the third quarter a year ago, which included pre-emptions and higher news gathering costs associated with covering the war in Iraq. During the quarter, FNC once again achieved the highest viewership among all cable news channels, expanding its lead over its nearest competitor to 59% in primetime and 73% on a 24-hour basis. Fox Cable Networks (including the Regional Sports Networks (RSNs), FX and SPEED Channel) operating profit improved 15% during the quarter driven by affiliate revenue growth at both the RSNs and FX. Higher affiliate revenue contributions at the RSNs, largely due to increased affiliate rates and additional DTH subscribers, combined with increased advertising sales to drive operating income growth at the RSNs. This growth was partially offset by higher programming costs from additional events and rights increases versus a year ago. FX affiliate revenue growth, primarily resulting from a 6% increase in subscribers over the past year, drove double-digit operating income growth. Partially offsetting these improvements were increased costs related to entertainment programming, including The Shield and the original movie Redemption, whose April premiere delivered the highest Adults 18-49 rating on basic cable this season. Overall, FX's nightly primetime viewership during the third quarter was the highest in FX history with an average of more than one million viewers. DIRECT BROADCAST SATELLITE TELEVISION On April 30th, 2003 the Company completed the acquisition of the Italian pay-TV business Telepiu and combined it with Stream. News Corporation owns 80.1% of the combined entity, SKY Italia, whose results this segment comprises. During the third quarter, SKY Italia reported an operating loss of US$25 million on revenues of US$492 million while increasing the subscriber base to more than 2.6 million. Over 90% of the new subscribers during the quarter opted for a premium-programming tier including movies and/or sports programming contributing to an average revenue per subscriber continuing above (euro)40 per month. MAGAZINES AND INSERTS The Magazines and Inserts segment reported third quarter operating income of US$84 million, an increase of US$8 million, or 11%, versus a year ago. The improvement was driven by revenue growth at the InStore division, primarily from higher shelf product volume, and higher contributions at the Free-Standing Inserts division, resulting from increased demand for packaged goods and custom publishing pages. NEWSPAPERS The Newspaper segment reported third quarter operating income of US$176 million, a 53% increase versus the same period a year ago reflecting circulation revenue increases in the U.K. combined with advertising strength in both the U.K. and Australia. The U.K. newspaper group reported operating income growth of 22% in local currency terms for the third quarter compared to the prior year, driven by both circulation and advertising revenue gains partially offset by costs associated with the compact version of The Times. Circulation revenue growth was achieved across all titles, with the largest increase at The Sun, where reduced cover price initiatives during the third quarter a year ago adversely affected results. The improvement in advertising was primarily driven by growth at The Sun on the strength of higher classified and colour advertisements. The Australian newspaper group reported a 20% increase in operating income in local currency terms, primarily driven by a 9% increase in advertising revenue compared to a year ago. Display and classified advertising continued to show the strong growth experienced in the first and second quarters, with ongoing strength in real estate, retail and employment advertising. BOOK PUBLISHING HarperCollins reported operating income of US$36 million during the quarter, an increase of US$13 million compared to the same period a year ago. The 57% growth, driven by 30% higher revenues, reflects solid performances around the world and an array of bestsellers, led by Zondervan's unprecedented sales of The Purpose Driven Life by Rick Warren, with more than 15 million copies sold to date. During the quarter, HarperCollins had 35 books on The New York Times bestseller list including four titles that reached the #1 spot. OTHER ITEMS During the quarter, the Company completed the sale of the Los Angeles Dodgers franchise and real estate assets to real estate developer Frank McCourt for the gross sale price of approximately US$421 million and agreed to remit US$50 million to the buyer for certain pre-existing commitments. Following the quarter the Company announced it is pursuing a reorganisation that would change the Company's place of incorporation to the United States by the end of calendar 2004. In connection with this reorganisation, News Corporation would also acquire the 58% controlling interest in Queensland Press Pty Limited (QPL) not currently owned by the Company. The completion of the reorganization and the QPL transactions is subject to a number of conditions, including obtaining regulatory clearances, court approvals, certain tax rulings and the requisite vote of the Company's shareholders and option holders as well as obtaining independent appraisals and fairness opinions. REVIEW OF ASSOCIATED ENTITIES RESULTS Third quarter net earnings from associated entities before other items were A$74 million versus losses of A$40 million in the same period a year ago, primarily due to the absence of Stream's losses in the current year. The Company's share of associated entities' earnings (losses) is as follows: 3 Months Ended 9 Months Ended 31 March, 31 March, % Owned 2004 2003 2004 2003 ---------- ---------- -------- ---------- -------- US$ Millions US$ Millions Sky Brasil 49.7%(a) (6) 1 (20) (56) Innova - Mexico 30.0% 4 (10) (6) (27) FOXTEL - Australia 25.0% (8) (2) (15) (6) Stream 50.0%(b) - (50) - (150) Other Associates Various (c) 66 35 203 78 --------- --------- --------- --------- Total associated entities' earnings (losses) before other items $ 56 $ (26) $ 162 $ (161) Other items 1 (14) (16) (81) --------- --------- --------- --------- Total associated entities' earnings (losses) $ 57 $ (40) $ 146 $ (242) --------- --------- --------- --------- Total associated entities' earnings (losses) A$ 76 A$ (63) A$ 206 A$ (427) ========= ========= ========= ========= Further details on the associated entities follow. ---------------------------------------------- (a) Represents the Company's economic interest, which was 48.5% as of 31 March, 2003. The Company continues to hold a 36% equity interest in Sky Brasil. (b) The Company's share of Stream's losses was included as part of associated entities from 1 April, 2002 through 30 April, 2003, when it merged with Telepiu to form the consolidated entity SKY Italia. (c) Primarily comprising BSkyB, Gemstar-TV Guide International, The DIRECTV Group (since its acquisition on 22 December, 2003), Independent Newspapers Limited, and Queensland Press. The Company's investment basis in BSkyB was negative from 31 December, 2001 through 11 November, 2002. Accordingly, the Company's share of BSkyB's results was not recognised during that period. Sky Brasil (in US$) (1) 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- --------------- -------------- Millions (except subscribers) Millions (except subscribers) Revenues (in local currency) R$ 166 R$ 140 R$ 486 R$ 408 Revenues $ 57 $ 40 $ 167 $ 119 Operating profit/(loss) 4 (1) 4 (13) Net income/(loss) $ (12) $ 2 $ (40) $ (134) ============== ============== =============== ============== News' reportable 49.7%/48.5% share (in US$) $ (6) $ 1 $ (20) $ (56) ============== ============== =============== ============== Net debt (excluding capitalized leases) $ 208 $ 211 Ending Subscribers 787,000 740,000 Sky Brasil's revenues grew 19% in local currency terms in the quarter compared to prior year primarily driven by a higher subscriber base and increased average revenue per subscriber. The revenue growth for the quarter was partly offset by higher programming costs due to the larger subscriber base. The increase in net loss in the current quarter principally reflects foreign currency losses versus gains in the prior year. Innova - Mexico (in US$)(1) 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 --------------- --------------- --------------- -------------- Millions (except subscribers) Millions (except subscribers) Revenues (in local currency) Ps 1,066 Ps 858 Ps 2,988 Ps 2,497 Revenues $ 97 $ 79 $ 272 $ 243 Operating income 21 8 49 21 Net income (loss) $ 13 $ (32) $ (20) $ (90) =============== =============== =============== ============== News' reportable 30% share (in US$) $ 4 $ (10) $ (6) $ (27) =============== =============== =============== ============== Net Debt (excluding capitalized leases) $ 348 $ 352 Ending Subscribers 886,000 780,000 Innova's revenues grew 24% in local currency terms compared to prior year primarily driven by a 14% increase in the subscriber base as well as the elimination of the 10% excise tax on telecommunication services formerly imposed by the Mexican government. The net income during the quarter improved from a net loss in the prior year quarter principally due to higher revenues and lower interest expense and foreign currency losses resulting from the refinancing of debt. FOXTEL (in A$) 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- ----------------- -------------- Millions (except Millions (except subscribers) subscribers) Revenues A$ 192 A$ 180 A$ 560 A$ 468 Operating loss (59) (22) (117) (66) Net loss A$ (43) A$ (13) A$ (83) A$ (43) ============== ============== ================= ============== News' reportable 25% share (in US$) $ (8) $ (2) $ (15) $ (6) ============== ============== ================= ============== Ending Subscribers (including Optus) 1,074,000 1,047,000 FOXTEL's revenues for the quarter increased 7%, principally due to an increase of 17% in satellite subscribers compared to a year ago, and higher average revenue per subscriber. Net loss for the quarter increased by A$30 million against the prior year as the increased subscriber revenues were more than offset by subscriber acquisition expenses relating to the development and launch of the new digital service on 14 March, 2004, and higher depreciation expense. Total subscribers (including Optus wholesale) have increased by 2.6% over prior year while FOXTEL managed subscribers have increased by 6.3%. At 31 March over 170,000 orders had been taken for the digital service from new and existing subscribers. (1) Please refer to respective companies' earnings releases for detailed information. Foreign Exchange Rates Average foreign exchange rates used in the year-to-date profit results are as follows: 9 Months Ended 31 March, 2004 2003 -------------- --------------- Australian Dollar/U.S Dollar 0.71 0.57 U.K. Pounds Sterling/U.S. Dollar 1.72 1.57 Euro/U.S. Dollar 1.19 1.02 To receive a copy of this press release through the Internet, access News Corp's corporate website located at http://www.newscorp.com Audio from News Corp's conference call with analysts on the second quarter results can be heard live on the Internet at 10:30 p.m. Eastern (Australia) Time today. To listen to the call, visit http://www.newscorp.com Cautionary Statement Concerning Forward-Looking Statements This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors. More detailed information about these and other factors that could affect future results is contained in our filings with the Securities and Exchange Commission. The "forward-looking statements" included in this document are made only as of the date of this document and we do not have any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, except as required by law. -------------------------------------------------------------------------------- CONTACTS: Reed Nolte, Investor Relations Andrew Butcher, Press Inquiries 212-852-7092 212-852-7070 STATEMENT OF FINANCIAL PERFORMANCE 1 3 Months Ended 9 Months Ended Note 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- -------------- -------------- A$ Millions (except per share amounts) Sales revenue 1 $ 6,751 $ 7,432 $ 21,731 $ 22,783 Operating expenses (5,654) (6,271) (18,470) (19,313) -------------- -------------- -------------- -------------- Operating income 1 1,097 1,161 3,261 3,470 Net profit (loss) from associated entities 76 (63) 206 (427) Borrowing costs (197) (243) (625) (769) Interest income 44 55 145 149 -------------- -------------- -------------- -------------- Net borrowing costs (153) (188) (480) (620) Exchangeable securities expense (25) (21) (80) (67) Other items before income tax, net (7) (54) (13) (101) -------------- -------------- -------------- -------------- Profit from ordinary activities before income tax 988 835 2,894 2,255 -------------- -------------- -------------- -------------- Income tax expense on: Ordinary activities before other items (319) (287) (928) (787) Other items - 38 2 60 -------------- -------------- -------------- -------------- Net income tax expense (319) (249) (926) (727) -------------- -------------- -------------- -------------- Net profit from ordinary activities after tax 669 586 1,968 1,528 Net profit attributable to outside equity interests (57) (115) (211) (332) --------------------------------------------------------------------------------------------------------------------------------- Net Profit Attributable to Members of the Parent Entity $ 612 $ 471 $ 1,757 $ 1,196 --------------------------------------------------------------------------------------------------------------------------------- Net exchange gains (losses) recognised directly in equity 187 (2,104) (2,405) (1,733) Other items recognised directly in equity - - - 152 -------------- -------------- -------------- -------------- Total change in equity other than those resulting from transactions with owners as owners $ 799 $ (1,633) $ (648) $ (385) ============== ============== ============== ============== Diluted earnings per share on net profit attributable to members of the parent entity Ordinary shares $ 0.092 $ 0.079 $ 0.282 $ 0.201 Preferred limited voting ordinary shares $ 0.110 $ 0.095 $ 0.338 $ 0.241 Ordinary and preferred limited voting ordinary shares $ 0.104 $ 0.089 $ 0.318 $ 0.226 STATEMENT OF FINANCIAL POSITION 31 March, 30 June, 2004 2003 ------------------- ------------------- ASSETS A$ Millions Current Assets Cash $ 5,244 $ 6,746 Cash on deposit 389 - Receivables 5,241 5,701 Inventories 2,266 1,931 Other 569 483 ------------------- ------------------- Total Current Assets 13,709 14,861 ------------------- ------------------- Non-Current Assets Cash on deposit - 698 Receivables 1,123 1,219 Investments in associated entities 14,427 5,526 Other investments 868 1,195 Inventories 3,665 4,103 Property, plant and equipment 5,413 6,299 Publishing rights, titles and television licenses 29,846 32,724 Goodwill 318 377 Other 935 745 ------------------- ------------------- Total Non-Current Assets 56,595 52,886 ------------------- ------------------- Total Assets $ 70,304 $ 67,747 =================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Interest bearing liabilities $ 582 $ 33 Payables 7,671 8,298 Tax liabilities 611 714 Provisions 442 258 ------------------- ------------------- Total Current Liabilities 9,306 9,303 ------------------- ------------------- Non-Current Liabilities Interest bearing liabilities 11,490 12,396 Payables 3,114 3,545 Tax liabilities 973 666 Provisions 1,045 1,032 ------------------- ------------------- Total Non-Current Liabilities Excluding Exchangeable Securities 16,622 17,639 ------------------- ------------------- Exchangeable securities 1,926 2,084 ------------------- ------------------- Total Liabilities 27,854 29,026 Shareholders' Equity Contributed equity 34,327 28,427 Reserves 753 2,760 Retained profits 2,176 1,137 ------------------- ------------------- Shareholders' equity attributable to members of the parent entity 37,256 32,324 Outside equity interests in controlled entities 5,194 6,397 ------------------- ------------------- Total Shareholders' Equity 42,450 38,721 ------------------- ------------------- Total Liabilities and Shareholders' Equity $ 70,304 $ 67,747 =================== =================== STATEMENT OF CASH FLOWS 9 Months Ended 31 March, 2004 2003 ------------------- ------------------- Operating Activity A$ Millions Net profit attributable to members of the parent entity $ 1,757 $ 1,196 Adjustment for non-cash and non-operating activities: Equity earnings, net (184) 317 Outside equity interest 233 333 Depreciation and amortisation 646 553 Other items, net 12 184 Change in assets and liabilities: Receivables (510) (726) Inventories (567) (168) Payables 754 218 Other liabilities 519 518 ------------------- ------------------- Cash provided by operating activity 2,660 2,425 Investing and other activity Property, plant and equipment (289) (421) Acquisitions, net of cash acquired (205) (720) Investments in associated entities (4,355) (756) Other investments (87) (108) Repayment of loans by associate - 170 Proceeds from sale of non-current assets 744 166 ------------------- ------------------- Cash used in investing activity (4,192) (1,669) Financing activity Issuance of debt 596 3,456 Repayment of debt and exchangeable securities (835) (4,154) Decrease in cash on deposit 221 - Issuance of shares 781 2,045 Dividends paid (144) (152) Leasing and other finance costs - (3) ------------------- ------------------- Cash provided by financing activity 619 1,192 ------------------- ------------------- Net (decrease) increase in cash (913) 1,948 Opening cash balance 6,746 6,337 Exchange movement on opening balance (589) (189) ------------------- ------------------- Closing cash balance $ 5,244 $ 8,096 =================== =================== Note 1 - SEGMENT DATA 3 Months Ended 9 Months Ended 31 March, 31 March, BY GEOGRAPHIC AREAS 2004 2003 2004 2003 -------------- -------------- -------------- -------------- A$ Millions A$ Millions Revenues United States $ 4,432 $ 5,706 $ 15,039 $ 17,561 Europe 1,703 1,115 4,751 3,339 Australasia 616 611 1,941 1,883 -------------- -------------- -------------- -------------- $ 6,751 $ 7,432 $ 21,731 $ 22,783 ============== ============== ============== ============== Operating Income United States $ 869 $ 911 $ 2,808 $ 2,813 Europe 132 175 122 426 Australasia 96 75 331 231 -------------- -------------- -------------- -------------- $ 1,097 $ 1,161 $ 3,261 $ 3,470 ============== ============== ============== ============== BY INDUSTRY SEGMENT Revenues Filmed Entertainment $ 1,521 $ 1,975 $ 5,362 $ 5,982 Television 1,521 1,897 5,276 6,355 Cable Network Programming 793 924 2,584 2,832 Direct Broadcast Satellite Television* 656 - 1,658 - Magazines and Inserts 366 450 1,026 1,190 Newspapers 1,197 1,191 3,534 3,502 Book Publishing 413 410 1,420 1,627 Other 284 585 871 1,295 -------------- -------------- -------------- -------------- $ 6,751 $ 7,432 $ 21,731 $ 22,783 ============== ============== ============== ============== Operating Income Filmed Entertainment $ 269 $ 342 $ 1,119 $ 983 Television 344 352 853 991 Cable Network Programming 184 159 652 591 Direct Broadcast Satellite Television* (23) - (350) - Magazines and Inserts 112 129 289 328 Newspapers 233 198 631 485 Book Publishing 44 36 214 228 Other (66) (55) (147) (136) -------------- -------------- -------------- -------------- $ 1,097 $ 1,161 $ 3,261 $ 3,470 ============== ============== ============== ============== * New segment reflecting the results of SKY Italia, consolidated as of 1 May, 2003. Note 2 - SUPPLEMENTAL FINANCIAL DATA The Company considers net profit before other items to be an important indicator of the Company's operating performance on a consolidated basis. Net profit before other items, defined as net profit attributable to members of the parent entity before other items related to the Company and associated entities, net of applicable income tax expenses and outside equity interests, eliminates the effect of transactions that are considered significant by reason of their size, nature or effect on the Company's financial performance for the year. Net profit before other items should be considered in addition to, not as a substitute for the Company's operating income, net profit attributable to members of the parent entity, cash flows and other measures of financial performance prepared in accordance with generally accepted accounting principles in Australia. Net profit before other items does not reflect cash available to fund requirements, and the items excluded from net profit before other items, such as other revenues and expenses, are significant components in assessing the Company's financial performance. The following table reconciles certain components of net profit attributable to members of the parent entity as presented on page 3 of this release to the presentation required under Australian GAAP as required by Australian Accounting Standard AASB 1018 "Statement of Financial Performance" on page 12 of this release. 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- --------------- -------------- A$ Millions A$ Millions Total other items (page 3) $ 7 $ (38) $ (12) $ (184) Reclassification of other items - associated entities (2) 23 23 144 Reclassification of income tax and net profit attributable to outside equity interest (12) (39) (24) (61) -------------- -------------- --------------- -------------- Other items before income tax, net (page 12) $ (7) $ (54) $ (13) $ (101) ============== ============== =============== ============== Associated entities before other items (page 3) $ 74 $ (40) $ 229 $ (283) Reclassification of other items - associated entities 2 (23) (23) (144) -------------- -------------- --------------- -------------- Net profit (loss) from associated entities (page 12) $ 76 $ (63) $ 206 $ (427) ============== ============== =============== ============== Income tax expense (page 3) $ (319) $ (287) $ (928) $ (787) Reclassification of income tax expense on other items - 38 2 60 -------------- -------------- --------------- -------------- Net income tax expense (page 12) $ (319) $ (249) $ (926) $ (727) ============== ============== =============== ============== Outside equity interest (page 3) $ (69) $ (116) $ (233) $ (333) Reclassification of outside equity interest on other items, net 12 1 22 1 -------------- -------------- --------------- -------------- Net profit attributable to outside equity interest (page 12) $ (57) $ (115) $ (211) $ (332) ============== ============== =============== ============== SUPPLEMENTAL FINANCIAL DATA (continued) 3 Months Ended 9 Months Ended 31 March, 31 March, 2004 2003 2004 2003 -------------- -------------- --------------- -------------- A$ Millions A$ Millions Net profit before other items (page 3) $ 605 $ 509 $ 1,769 $ 1,380 Other items before income tax, net (7) (54) (13) (101) Reclassification of income tax and net profit attributable to outside equity interest 12 39 24 61 Reclassification of other items - associated entities 2 (23) (23) (144) ------------- -------------- --------------- -------------- Net profit attributable to members of the parent entity (page 12) $ 612 $ 471 $ 1,757 $ 1,196 ============= ============== =============== ============== Earnings per share on net profit before other items, net (page 3) $ 0.103 $ 0.097 $ 0.320 $ 0.262 Earnings per share on other items before income tax, net (0.001) (0.010) (0.002) (0.020) Earnings per share on reclassification of income tax and net profit attributable to outside equity interest 0.002 0.007 0.004 0.012 Earnings per share on reclassification of other items - associated entities - (0.005) (0.004) (0.028) ------------- -------------- --------------- -------------- Diluted earnings per share on net profit attributable to members of the parent entity (page 12) $ 0.104 $ 0.089 $ 0.318 $ 0.226 ============= ============== =============== ============== EXHIBIT B --------- Earnings Release for the Quarter Ended March 31, 2004 in U.S. Dollars Prepared for the U.S. Market. Australian Readers Should Refer to the Australian Dollar Earnings Release. News Corporation Reports Third Quarter Operating Income of $838 Million, a 22% Increase, on Revenue Growth of 19%; Net Profit before Other Items Increases 54% to $460 Million Net Profit Increases 69% to $465 Million QUARTER HIGHLIGHTS -- Strong advertising growth at Fox News and higher affiliate revenues at the Regional Sports Networks drive operating income up 51% at Cable Network Programming. -- Television segment operating income up 25% as higher pricing and the strength of American Idol increases advertising revenues at the broadcast network and television stations. STAR's operating profit more than doubles on subscription and advertising gains, mainly in India. -- Filmed Entertainment operating income up 6% over a year ago as continued robust home entertainment sales of film and television titles match prior-year success. -- All print businesses report double-digit earnings growth: advertising and circulation revenue gains in U.K. and Australia fuel newspapers; increased free-standing inserts page volume and higher InStore contributions lift Magazines and Inserts; array of bestsellers fuels HarperCollins. -- SKY Italia adds 180,000 net subscribers and ends the quarter with a subscriber base of more than 2.6 million; operating losses decline to $25 million from the second quarter of this fiscal year. NEW YORK--(BUSINESS WIRE)--May 6, 2004--The News Corporation Limited (NYSE: NWS, NWSA) today reported third quarter consolidated revenues of $5.2 billion, a 19% increase over the $4.4 billion in the prior year, and consolidated operating income of $838 million, up 22% over the $685 million a year ago, despite the inclusion of $25 million in losses from SKY Italia in the quarter. The year-on-year operating income growth was driven by double-digit increases across nearly all operating segments. Net profit for the fiscal third quarter was $465 million, an increase of $190 million over the $275 million reported in the third quarter a year ago. Net profit before other items was $460 million, an increase of $162 million over the $298 million reported in the prior year. Commenting on the results, Chairman and Chief Executive Rupert Murdoch said: "We are extremely pleased with News Corp's third quarter results, with 22% operating income growth that was achieved across all of our business segments. Several assets in which we have invested heavily in recent years continue to achieve rapid growth. Our film and television production units have been buoyed by an expanding home entertainment market and our cable networks are enjoying double-digit gains on the back of advertising and affiliate growth. Simultaneously, we have maintained momentum at our established businesses with double-digit gains across our television, newspapers, magazines and inserts, and book publishing segments. "The growing success of our core businesses is complemented by the encouraging progress at our newest direct-to-home television investments. SKY Italia continues to exceed expectations with higher than anticipated revenues per user and strong subscriber growth. DIRECTV's new management has quickly strengthened that platform's competitive and financial position with the addition of 460,000 new subscribers during the quarter and the announced sale of its stake in PanAmSat for $4.3 billion. Our unique asset balance, combined with the strong earnings growth throughout the company and the recent announcement to seek reincorporation in the United States, puts us in a great position to continue to generate value for our shareholders." MANAGEMENT REVIEW OF PERFORMANCE The Statement of Financial Performance, Statement of Financial Position, Statement of Cash Flows and Supplemental Financial Data for the three and nine months ended March 31st are attached. The following commentary is made in respect of those statements, including an analysis of certain information contained therein. NET PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY The reported net profit attributable to members of the parent entity consisted of the following items: 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 --------- --------- --------- --------- US $ Millions (except per ADR amounts) Revenue $ 5,201 $ 4,388 $ 15,438 $ 12,882 --------- --------- --------- --------- Operating income 838 685 2,317 1,962 Associated entities before other items 56 (26) 162 (161) Interest expense, net (117) (111) (341) (350) Exchangeable securities expense (20) (13) (57) (38) --------- --------- --------- --------- Profit before income tax expense, outside equity interest and other items 757 535 2,081 1,413 Income tax expense (243) (169) (659) (445) Outside equity interest (54) (68) (166) (188) --------- --------- --------- --------- Net profit before other items 460 298 1,256 780 --------- --------- --------- --------- Other items, net of tax and outside equity interest: Group 4 (9) 8 (23) Associated entities 1 (14) (16) (81) --------- --------- --------- --------- Total other items 5 (23) (8) (104) --------- --------- --------- --------- Net profit attributable to members of the parent entity $ 465 $ 275 $ 1,248 $ 676 ========= ========= ========= ========= Earnings per ADR (diluted) on net profit before other items, net $ 0.31 $ 0.23 $ 0.91 $ 0.59 ========= ========= ========= ========= Weighted average number of ADRs outstanding in millions (diluted) 1,467 1,287 1,375 1,285 ========= ========= ========= ========= The following commentary discusses the major components of these results. Consolidated Operating Income 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 --------- --------- --------- --------- US $ Millions US $ Millions Filmed Entertainment $ 214 $ 201 $ 795 $ 556 Television 259 207 606 560 Cable Network Programming 143 95 463 334 Direct Broadcast Satellite Television* (25) - (248) - Magazines & Inserts 84 76 205 186 Newspapers 176 115 448 274 Book Publishing 36 23 152 129 Other (49) (32) (104) (77) --------- --------- --------- --------- Consolidated Operating Income $ 838 $ 685 $ 2,317 $ 1,962 ========= ========= ========= ========= * New segment reflecting the results of SKY Italia, consolidated as of May 1, 2003 Third quarter net earnings from associated entities before other items were $56 million versus losses of $26 million in the same period a year ago, primarily due to the absence of Stream's losses in the current year. A detailed discussion of the components of associated entities earnings is provided later in the release. Third quarter net profit before other items increased to $460 million ($0.31 per ADR) versus $298 million ($0.23 per ADR) in the prior year primarily due to higher consolidated operating income and the significant improvement in net earnings from associated entities. REVIEW OF OPERATING RESULTS FILMED ENTERTAINMENT The Filmed Entertainment segment reported third quarter operating income of $214 million, up 6% from the $201 million reported in the same period a year ago. Current-quarter results primarily reflect strong contributions from film and television home entertainment releases. Film results were largely driven by the worldwide home entertainment performance of League of Extraordinary Gentlemen as well as contributions from various catalog titles including Planet of the Apes, Moulin Rouge and Ice Age. Additionally, the worldwide theatrical performance of Cheaper by the Dozen, which has brought in nearly $190 million worldwide since its release, also contributed to the strong quarterly results. The prior year's strong results included the continued success of Ice Age in the worldwide home entertainment market and strong domestic home entertainment performances from several smaller-budget releases. Twentieth Century Fox Television (TCFTV) profits continued to expand, primarily reflecting sustained momentum in home entertainment sales, most notably from Angel, Futurama, Family Guy and 24. TELEVISION The Television segment reported third quarter operating income of $259 million, an increase of 25% versus the same period a year ago, reflecting double-digit earnings improvement at the FOX Broadcasting Company and Fox Television Stations, and higher contributions from STAR. At the FOX Broadcasting Company, third quarter operating income improved by $14 million compared to a year ago due to higher pricing for the primetime entertainment schedule and improved sports advertising on National Football League telecasts, with ratings up nearly 10% for the post-season. Current year entertainment contributions were fueled by American Idol, which has grown its ratings by 13% versus a year ago, partially offset by the success a year ago of Joe Millionaire. Fox Television Stations (FTS) third quarter operating income grew 24% over the prior year as FTS achieved another quarter of record market share. Current-year results were driven by stronger primetime advertising revenue led by the success of American Idol as well as higher sales for local news and the NFL playoffs. Additionally, non-recurring advertising pre-emptions in the prior year, associated with war in Iraq, contributed to the year-on-year improvement. STAR, bolstered by a 12% increase in revenues, more than doubled its third quarter operating income versus prior year. Revenue gains were driven primarily by advertising growth both in India, from the continued growth of STAR Plus. Expansion continued in China from increased penetration of the Xing Kong channel, which has become the number one national/regional channel in the Guangdong cable market. CABLE NETWORK PROGRAMMING Cable Network Programming reported third quarter operating income of $143 million, an increase of 51% over last year's results, reflecting strong growth across all of the Company's primary cable channels. Fox News Channel (FNC) operating income doubled as higher advertising pricing drove double-digit revenue gains over the third quarter a year ago, which included pre-emptions and higher news gathering costs associated with covering the war in Iraq. During the quarter, FNC once again achieved the highest viewership among all cable news channels, expanding its lead over its nearest competitor to 59% in primetime and 73% on a 24-hour basis. Fox Cable Networks (including the Regional Sports Networks (RSNs), FX and SPEED Channel) operating profit improved 15% during the quarter driven by affiliate revenue growth at both the RSNs and FX. Higher affiliate revenue contributions at the RSNs, largely due to increased affiliate rates and additional DTH subscribers, combined with increased advertising sales to drive operating income growth at the RSNs. This growth was partially offset by higher programming costs from additional events and rights increases versus a year ago. FX affiliate revenue growth, primarily resulting from a 6% increase in subscribers over the past year, drove double-digit operating income growth. Partially offsetting these improvements were increased costs related to entertainment programming, including The Shield and the original movie Redemption, whose April premiere delivered the highest Adults 18-49 rating on basic cable this season. Overall, FX's nightly primetime viewership during the third quarter was the highest in FX history with an average of more than one million viewers. DIRECT BROADCAST SATELLITE TELEVISION On April 30th, 2003 the Company completed the acquisition of the Italian pay-TV business Telepiu and combined it with Stream. News Corporation owns 80.1% of the combined entity, SKY Italia, whose results this segment comprises. During the third quarter, SKY Italia reported an operating loss of $25 million on revenues of $492 million while increasing the subscriber base to more than 2.6 million. Over 90% of the new subscribers during the quarter opted for a premium-programming tier including movies and/or sports programming contributing to an average revenue per subscriber continuing above EUR 40 per month. MAGAZINES AND INSERTS The Magazines and Inserts segment reported third quarter operating income of $84 million, an increase of $8 million, or 11%, versus a year ago. The improvement was driven by revenue growth at the InStore division, primarily from higher shelf product volume, and higher contributions at the Free-Standing Inserts division, resulting from increased demand for packaged goods and custom publishing pages. NEWSPAPERS The Newspaper segment reported third quarter operating income of $176 million, a 53% increase versus the same period a year ago reflecting circulation revenue increases in the U.K. combined with advertising strength in both the U.K. and Australia. The U.K. newspaper group reported operating income growth of 22% in local currency terms for the third quarter compared to the prior year, driven by both circulation and advertising revenue gains partially offset by costs associated with the compact version of The Times. Circulation revenue growth was achieved across all titles, with the largest increase at The Sun, where reduced cover price initiatives during the third quarter a year ago adversely affected results. The improvement in advertising was primarily driven by growth at The Sun on the strength of higher classified and color advertisements. The Australian newspaper group reported a 20% increase in operating income in local currency terms, primarily driven by a 9% increase in advertising revenue compared to a year ago. Display and classified advertising continued to show the strong growth experienced in the first and second quarters, with ongoing strength in real estate, retail and employment advertising. BOOK PUBLISHING HarperCollins reported operating income of $36 million during the quarter, an increase of $13 million compared to the same period a year ago. The 57% growth, driven by 30% higher revenues, reflects solid performances around the world and an array of bestsellers, led by Zondervan's unprecedented sales of The Purpose Driven Life by Rick Warren, with more than 15 million copies sold to date. During the quarter, HarperCollins had 35 books on The New York Times bestseller list including four titles that reached the #1 spot. OTHER ITEMS During the quarter, the Company completed the sale of the Los Angeles Dodgers franchise and real estate assets to real estate developer Frank McCourt for the gross sale price of approximately $421 million and agreed to remit $50 million to the buyer for certain pre-existing commitments. Following the quarter the Company announced it is pursuing a reorganization that would change the Company's place of incorporation to the United States by the end of calendar 2004. In connection with this reorganization, News Corporation would also acquire the 58% controlling interest in Queensland Press Pty Limited (QPL) not currently owned by the Company. The completion of the reorganization and the QPL transactions is subject to a number of conditions, including obtaining regulatory clearances, court approvals, certain tax rulings and the requisite vote of the Company's shareholders and option holders as well as obtaining independent appraisals and fairness opinions. REVIEW OF ASSOCIATED ENTITIES RESULTS Third quarter net earnings from associated entities before other items were $56 million versus losses of $26 million in the same period a year ago, primarily due to the absence of Stream's losses in the current year. The Company's share of associated entities' earnings (losses) is as follows: 3 Months Ended 9 Months Ended March 31, March 31, % Owned 2004 2003 2004 2003 ------- --------- --------- --------- --------- US $ Millions US $ Millions Sky Brasil 49.7% (a) (6) 1 (20) (56) Innova - Mexico 30.0% 4 (10) (6) (27) FOXTEL - Australia 25.0% (8) (2) (15) (6) Stream 50.0% (b) - (50) - (150) Other Associates Various (c) 66 35 203 78 --------- --------- --------- --------- Total associated entities' earnings (losses) before other items $ 56 $ (26) $ 162 $ (161) Other items 1 (14) (16) (81) --------- --------- --------- --------- Total associated entities' earnings (losses) $ 57 $ (40) $ 146 $ (242) ========= ========= ========= ========= Further details on the associated entities follow. (a) Represents the Company's economic interest, which was 48.5% as of March 31, 2003. The Company continues to hold a 36% equity interest in Sky Brasil. (b) The Company's share of Stream's losses was included as part of associated entities from April 1, 2002 through April 30, 2003, when it merged with Telepiu to form the consolidated entity SKY Italia. (c) Primarily comprising BSkyB, Gemstar-TV Guide International, The DIRECTV Group (since its acquisition on December 22, 2003), Independent Newspapers Limited, and Queensland Press. The Company's investment basis in BSkyB was negative from December 31, 2001 through November 11, 2002. Accordingly, the Company's share of BSkyB's results was not recognized during that period. Sky Brasil (in US$) (1) ----------------------- 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Millions (except Millions (except subscribers) subscribers) Revenues (in local currency) R$ 166 R$ 140 R$ 486 R$ 408 Revenues $ 57 $ 40 $ 167 $ 119 Operating profit (loss) 4 (1) 4 (13) Net income (loss) $ (12) $ 2 $ (40) $ (134) =========== =========== =========== =========== News' reportable 49.7%/48.5% share (in US$) $ (6) $ 1 $ (20) $ (56) =========== =========== =========== =========== Net debt (excluding capitalized leases) $ 208 $ 211 Ending Subscribers 787,000 740,000 Sky Brasil's revenues grew 19% in local currency terms in the quarter compared to prior year primarily driven by a higher subscriber base and increased average revenue per subscriber. The revenue growth for the quarter was partly offset by higher programming costs due to the larger subscriber base. The increase in net loss in the current quarter principally reflects foreign currency losses versus gains in the prior year. Innova - Mexico (in US$) (1) --------------- 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Millions (except Millions (except subscribers) subscribers) Revenues (in local currency) Ps 1,066 Ps 858 Ps 2,988 Ps 2,497 Revenues $ 97 $ 79 $ 272 $ 243 Operating income 21 8 49 21 Net income (loss) $ 13 $ (32) $ (20) $ (90) =========== =========== =========== =========== News' reportable 30% share (in US$) $ 4 $ (10) $ (6) $ (27) =========== =========== =========== =========== Net Debt (excluding capitalized leases) $ 348 $ 352 Ending Subscribers 886,000 780,000 Innova's revenues grew 24% in local currency terms compared to prior year primarily driven by a 14% increase in the subscriber base as well as the elimination of the 10% excise tax on telecommunication services formerly imposed by the Mexican government. The net income during the quarter improved from a net loss in the prior year quarter principally due to higher revenues and lower interest expense and foreign currency losses resulting from the refinancing of debt. FOXTEL (in A$) -------------- 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 ----------- ----------- ------------ ----------- Millions (except Millions (except subscribers) subscribers) Revenues A$ 192 A$ 180 A$ 560 A$ 468 Operating loss (59) (22) (117) (66) Net loss A$ (43) A$ (13) A$ (83) A$ (43) =========== =========== ============ =========== News' reportable 25% share (in US$) $ (8) $ (2) $ (15) $ (6) =========== =========== ============ =========== Ending Subscribers (including Optus) 1,074,000 1,047,000 FOXTEL's revenues for the quarter increased 7%, principally due to an increase of 17% in satellite subscribers compared to a year ago, and higher average revenue per subscriber. Net loss for the quarter increased by A$30 million against the prior year as the increased subscriber revenues were more than offset by subscriber acquisition expenses relating to the development and launch of the new digital service on March 14, 2004, and higher depreciation expense. Total subscribers (including Optus wholesale) have increased by 2.6% over prior year while FOXTEL managed subscribers have increased by 6.3%. At March 31st over 170,000 orders had been taken for the digital service from new and existing subscribers. (1) Please refer to respective companies' earnings releases for detailed information. Foreign Exchange Rates Average foreign exchange rates used in the year-to-date profit results are as follows: 9 Months Ended March 31, 2004 2003 ----------- ----------- Australian Dollar/U.S Dollar 0.71 0.57 U.K. Pounds Sterling/U.S. Dollar 1.72 1.57 Euro/U.S. Dollar 1.19 1.02 To receive a copy of this press release through the Internet, access News Corp's corporate website located at http://www.newscorp.com. Audio from News Corp's conference call with analysts on the third quarter results can be heard live on the Internet at 8:30 a.m. Eastern Daylight Time today. To listen to the call, visit http://www.newscorp.com. Cautionary Statement Concerning Forward-Looking Statements This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory factors. More detailed information about these and other factors that could affect future results is contained in our filings with the Securities and Exchange Commission. The "forward-looking statements" included in this document are made only as of the date of this document and we do not have any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, except as required by law. STATEMENT OF FINANCIAL PERFORMANCE (a) 3 Months Ended 9 Months Ended Note March 31, March 31, 2004 2003 2004 2003 --------- --------- --------- --------- US $ Millions (except per ADR amounts) Sales revenue 1 $ 5,201 $ 4,388 $ 15,438 $ 12,882 Operating expenses (4,363) (3,703) (13,121) (10,920) --------- --------- --------- --------- Operating income 1 838 685 2,317 1,962 Net profit (loss) from associated entities 57 (40) 146 (242) Borrowing costs (151) (143) (444) (434) Interest income 34 32 103 84 --------- --------- --------- --------- Net borrowing costs (117) (111) (341) (350) Exchangeable securities expense (20) (13) (57) (38) Other items before income tax, net (5) (31) (9) (57) --------- --------- --------- --------- Profit from ordinary activities before income tax 753 490 2,056 1,275 --------- --------- --------- --------- Income tax expense on: Ordinary activities before other items (243) (169) (659) (445) Other items - 22 1 34 --------- --------- --------- --------- Net income tax expense (243) (147) (658) (411) --------- --------- --------- --------- Net profit from ordinary activities after tax 510 343 1,398 864 Net profit attributable to outside equity interests (45) (68) (150) (188) ---------------------------------------------------------------------- Net Profit Attributable to Members of the Parent Entity $ 465 $ 275 $ 1,248 $ 676 ---------------------------------------------------------------------- Net exchange gains recognized directly in equity 55 74 682 252 Other items recognized directly in equity - - - 86 --------- --------- --------- --------- Total change in equity other than those resulting from transactions with owners as owners $ 520 $ 349 $ 1,930 $ 1,014 ========= ========= ========= ========= Diluted earnings per ADR on net profit attributable to members of the parent entity Ordinary ADRs $ 0.28 $ 0.19 $ 0.80 $ 0.45 Preferred limited voting ordinary ADRs $ 0.34 $ 0.22 $ 0.96 $ 0.55 Ordinary and preferred limited voting ordinary ADRs $ 0.32 $ 0.21 $ 0.90 $ 0.51 (a) Following the issuance in June 2002 of the revised Australian Accounting Standard AASB 1018 "Statement of Financial Performance" this statement has been reformatted from previous presentations to be consistent with the format prescribed in the revised Australian Accounting Standard. STATEMENT OF FINANCIAL POSITION March 31, June 30, 2004 2003 --------- --------- ASSETS US $ Millions Current Assets Cash $ 3,869 $ 4,477 Cash on deposit 287 - Receivables 3,866 3,784 Inventories 1,672 1,282 Other 419 321 --------- --------- Total Current Assets 10,113 9,864 --------- --------- Non-Current Assets Cash on deposit - 463 Receivables 828 809 Investments in associated entities 10,643 3,667 Other investments 641 793 Inventories 2,703 2,723 Property, plant and equipment 3,993 4,180 Publishing rights, titles and television licenses 22,017 21,719 Goodwill 235 250 Other 690 495 --------- --------- Total Non-Current Assets 41,750 35,099 --------- --------- Total Assets $ 51,863 $ 44,963 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Interest bearing liabilities $ 429 $ 22 Payables 5,659 5,507 Tax liabilities 451 474 Provisions 326 171 --------- --------- Total Current Liabilities 6,865 6,174 --------- --------- Non-Current Liabilities Interest bearing liabilities 8,476 8,227 Payables 2,297 2,353 Tax liabilities 718 442 Provisions 771 685 --------- --------- Total Non-Current Liabilities Excluding Exchangeable Securities 12,262 11,707 --------- --------- Exchangeable securities 1,421 1,383 --------- --------- Total Liabilities 20,548 19,264 Shareholders' Equity Contributed equity 21,614 17,262 Reserves 2,624 1,685 Retained profits 3,244 2,506 --------- --------- Shareholders' equity attributable to members of the parent entity 27,482 21,453 Outside equity interests in controlled entities 3,833 4,246 --------- --------- Total Shareholders' Equity 31,315 25,699 --------- --------- Total Liabilities and Shareholders' Equity $ 51,863 $ 44,963 ========= ========= STATEMENT OF CASH FLOWS 9 Months Ended March 31, 2004 2003 --------- --------- Operating Activity US $ Millions Net profit attributable to members of the parent entity $ 1,248 $ 676 Adjustment for non-cash and non-operating activities: Equity earnings, net (131) 179 Outside equity interest 166 188 Depreciation and amortization 459 313 Other items, net 8 104 Change in assets and liabilities: Receivables (376) (436) Inventories (418) (101) Payables 660 298 Other liabilities 383 311 --------- --------- Cash provided by operating activity 1,999 1,532 Investing and other activity Property, plant and equipment (213) (253) Acquisitions, net of cash acquired (151) (432) Investments and acquisitions of interests in associated entities (3,213) (454) Other investments (64) (65) Repayment of loans by associate - 96 Proceeds from sale of non-current assets 549 100 --------- --------- Cash used in investing activity (3,092) (1,008) Financing activity Issuance of debt 440 2,075 Repayment of debt and exchangeable securities (616) (2,494) Decrease in cash on deposit 163 - Issuance of shares 545 1,228 Dividends paid (106) (91) Leasing and other finance costs - (2) --------- --------- Cash provided by financing activity 426 716 --------- --------- Net (decrease) increase in cash (667) 1,240 Opening cash balance 4,477 3,574 Exchange movement on opening balance 59 47 --------- --------- Closing cash balance $ 3,869 $ 4,861 ========= ========= Note 1 - SEGMENT DATA 3 Months Ended 9 Months Ended March 31, March 31, BY GEOGRAPHIC AREAS 2004 2003 2004 2003 --------- --------- --------- --------- US $ Millions US $ Millions Revenues United States $ 3,436 $ 3,370 $ 10,684 $ 9,929 Europe 1,292 657 3,375 1,888 Australasia 473 361 1,379 1,065 --------- --------- --------- --------- $ 5,201 $ 4,388 $ 15,438 $ 12,882 ========= ========= ========= ========= Operating Income United States $ 670 $ 538 $ 1,995 $ 1,590 Europe 94 102 87 241 Australasia 74 45 235 131 --------- --------- --------- --------- $ 838 $ 685 $ 2,317 $ 1,962 ========= ========= ========= ========= BY INDUSTRY SEGMENT Revenues Filmed Entertainment $ 1,184 $ 1,166 $ 3,809 $ 3,383 Television 1,182 1,126 3,748 3,593 Cable Network Programming 612 545 1,836 1,601 Direct Broadcast Satellite Television* 492 - 1,177 - Magazines and Inserts 278 264 729 673 Newspapers 914 701 2,511 1,980 Book Publishing 321 247 1,009 920 Other 218 339 619 732 --------- --------- --------- --------- $ 5,201 $ 4,388 $ 15,438 $ 12,882 ========= ========= ========= ========= Operating Income Filmed Entertainment $ 214 $ 201 $ 795 $ 556 Television 259 207 606 560 Cable Network Programming 143 95 463 334 Direct Broadcast Satellite Television* (25) - (248) - Magazines and Inserts 84 76 205 186 Newspapers 176 115 448 274 Book Publishing 36 23 152 129 Other (49) (32) (104) (77) --------- --------- --------- --------- $ 838 $ 685 $ 2,317 $ 1,962 ========= ========= ========= ========= * New segment reflecting the results of SKY Italia, consolidated as of May 1, 2003. Note 2 - SUPPLEMENTAL FINANCIAL DATA The Company considers net profit before other items to be an important indicator of the Company's operating performance on a consolidated basis. Net profit before other items, defined as net profit attributable to members of the parent entity before other items related to the Company and associated entities, net of applicable income tax expenses and outside equity interests, eliminates the effect of transactions that are considered significant by reason of their size, nature or effect on the Company's financial performance for the year. Net profit before other items should be considered in addition to, not as a substitute for the Company's operating income, net profit attributable to members of the parent entity, cash flows and other measures of financial performance prepared in accordance with generally accepted accounting principles in Australia. Net profit before other items does not reflect cash available to fund requirements, and the items excluded from net profit before other items, such as other revenues and expenses, are significant components in assessing the Company's financial performance. The following table reconciles certain components of net profit attributable to members of the parent entity as presented on page 3 of this release to the presentation required under Australian GAAP as required by Australian Accounting Standard AASB 1018 "Statement of Financial Performance" on page 12 of this release. 3 Months Ended 9 Months Ended March 31, March 31, 2004 2003 2004 2003 --------- --------- --------- --------- US $ Millions US $ Millions Total other items (page 3) $ 5 $ (23) $ (8) $ (104) Reclassification of other items - associated entities (1) 14 16 81 Reclassification of income tax and net profit attributable to outside equity interest (9) (22) (17) (34) --------- --------- --------- --------- Other items before income tax, net (page 12) $ (5) $ (31) $ (9) $ (57) ========= ========= ========= ========= Associated entities before other items (page 3) $ 56 $ (26) $ 162 $ (161) Reclassification of other items - associated entities 1 (14) (16) (81) --------- --------- --------- --------- Net profit (loss) from associated entities (page 12) $ 57 $ (40) $ 146 $ (242) ========= ========= ========= ========= Income tax expense (page 3) $ (243) $ (169) $ (659) $ (445) Reclassification of income tax expense on other items - 22 1 34 --------- --------- --------- --------- Net income tax expense (page $ (243) $ (147) $ (658) $ (411) ========= ========= ========= ========= Outside equity interest (page 3) $ (54) $ (68) $ (166) $ (188) Reclassification of outside equity interest on other items, net 9 - 16 - --------- --------- --------- --------- Net profit attributable to outside equity interest (page 12) $ (45) $ (68) $ (150) $ (188) ========= ========= ========= ========= Net profit before other items (page 3) $ 460 $ 298 $ 1,256 $ 780 Other items before income tax, net (5) (31) (9) (57) Reclassification of income tax and net profit attributable to outside equity interest 9 22 17 34 Reclassification of other items - associated entities 1 (14) (16) (81) --------- --------- --------- --------- Net profit attributable to members of the parent entity (page 12) $ 465 $ 275 $ 1,248 $ 676 ========= ========= ========= ========= Earnings per ADR on net profit before other items, net (page 3) $ 0.31 $ 0.23 $ 0.91 $ 0.59 Earnings per ADR on other items before income tax, net - (0.02) (0.01) (0.04) Earnings per ADR on reclassification of income tax and net profit attributable to outside equity interest 0.01 0.01 0.01 0.02 Earnings per ADR on reclassification of other items - associated entities - (0.01) (0.01) (0.06) --------- --------- --------- --------- Diluted earnings per ADR on net profit attributable to members of the parent entity (page 12) $ 0.32 $ 0.21 $ 0.90 $ 0.51 ========= ========= ========= ========= CONTACT: The News Corporation Limited Investor Relations: Reed Nolte, 212-852-7092 Press Inquiries: Andrew Butcher, 212-852-7070