RNS Number:9127Q
News Corporation Ld
15 October 2003





Chairman's Address

News Corporation Annual General Meeting

Adelaide

15 October 2003



Let me welcome the many hundreds of you

to this 2003 Annual General Meeting of The News

Corporation Limited and say what a pleasure it is

to be with you all again and to celebrate the

year 2003 fiscal year, which delivered the

magnificent operating profit of A$4.4 billion.

While many of our competitors continued to

grapple with the hangovers of the 90s excesses,

we steamed ahead to end the year with the

strongest balance sheet and competitive position

we have ever enjoyed.

Let me briefly summarise our results.

Full-year revenues were up 15 per cent to

US$17.5 billion, while operating income increased

36 per cent to a record US$2.5 billion. Those

record profits came not from one or two

operations but from record results at a wide

swathe of our businesses, including film, cable,

publishing, Australian newspapers, STAR in Asia,

and the FOX Television stations in the US. Along

with record profits, we increased our cash flow,

paid down debt and significantly improved the

health of our company. By 30 June 2003, we had



1







effectively put another US$1.4 billion in the

bank, increasing our cash to US$4.9 billion,

while reducing debt by US$460 million to

US$8.2 billion.

To run through the performance at each of

our operating segments, let me start with Filmed

Entertainment where earnings increased to

US$641 million, a 36 per cent jump over the 2002

results, while our home entertainment business

continued to break records and our film studio

continued its extraordinary run of profitable box

office releases. Movies such as "X2: X-Men

United", "Dare Devil", "Phone Booth", and a

string of others gave us great returns at the box

office, while previous movie hits quickly became

best-selling DVD and video titles, including "Ice

Age", "Shallow Hal", "Behind Enemy Lines" and

others. It is no secret that those DVD and video

releases have added tremendous stability to our

filmed entertainment earnings and they provided

the bulk of the earnings increase in the segment.

Of course, the contribution of our television

studios should not be forgotten. Twentieth

Century Fox Television is scheduled to supply 24

series for the major American networks - not just

the FOX network but ABC, CBS, NBC and the WB - in

the 2003-2004 television season. The syndication

profits from existing or former hits such as



2







"King of the Hill", "The Simpsons" and "X-Files"

as well as profits from the TV DVD market that we

pioneered last year continued to grow and buoy

the segment's bottom line.

Results at the television segment included

record contributions from the Fox Television

Stations group, the first full year of

profitability at STAR, and a dramatic decrease in

the losses at the FOX network. The US broadcast

television operations were dominated by the

best-ever ratings at the FOX network. Fox came

within a hair's breadth of toppling NBC for the

crown among US networks, and in fact won the

ratings race in both the February and May 2003

sweeps period on the back of hits such as "Joe

Millionaire", "American Idol", "24", "The

Simpsons", "That 70s Show", and "Bernie Mac".

The 16 per cent prime time ratings improvement

for the year at Fox helped lift operating income,

but it also gave a terrific boost to our station

group, which is our most profitable business, and

which in turn increased earnings by 24 per cent,

thanks to increased market share, higher

ratings,and the efficiencies we have gained from

the integrating of our duopoly stations. The

station group now comprises 35 television

stations covering nearly 40 per cent of the US

market and it increased its margins to



3







46 per cent during ^ fiscal 2003.

Meanwhile, we started to reap the rewards of

our long-held faith and our years of hard work at

STAR in Asia. STAR's strength, particularly in

India, fuelled its first ever full year of

profitability, even as the platform absorbed

start-up losses in mainland China and elsewhere

in Asia. All told, operating income at our

television businesses was up a dramatic

46 per cent to US$851 million.

As good as the growth in the television

segment was, the cable network programming

segment remained the fastest growing area of the

entire company. Earnings more than doubled to

US$430 million in fiscal 2003, and I am convinced

there is considerable growth remaining in this

exciting business. Fox News Channel confirmed

itself as the darling of the news-watching public

by increasing its lead over its competitors,

despite predictions that its popularity would

wane as soon as the war in Iraq started.

Instead, its popularity soared.

Elsewhere, the Fox Sports News and FX lifted

profits through a combination of increased

subscriber numbers, higher affiliate fees and

better ratings. FX added a second hit series,

"Nip/Tuck", which premiered earlier in fiscal

2004, to its previous record-breaking and



4







award-winning Series, "The Shield". FX's

original movie "44 Minutes: The North Hollywood

Shootout" drew more than six million viewers to

become the channel's best-rating program ever.

These successful series, coupled with the

tremendous ratings for its original movies, have

helped cement FX as a powerhouse in original

programming and a valuable asset among our

growing stable of pay-TV channels.

Meanwhile, newer channels such as National

Geographic and SPEED continued to grow rapidly.

The National Geographic Channel in the US, which

is two-thirds owned by News Corporation,

increased subscribers more than 50 per cent to

reach 43 million homes by the end of fiscal 2003.

In the print arena, News Corporation remains

a world leader. Our newspapers serve their

communities with pride here in Australia, as well

as in the United Kingdom and the United States.

The foundation of this company is its newspapers,

and they remain the soul of who we are: they

epitomise the "can-do" spirit that has naturally

filtered down to all parts of our group. The

competitive drive at each and every one of our

newspapers - whether it's a national broadsheet,

a capital city daily or a suburban weekly - is

present in the very DNA that makes News

Corporation.



5







Nowhere was the health of our papers more

evident than here in Australia, where operating

income grew to record levels. In the United

States The New York Post attracted new

advertisers and grew circulation at a pace

unmatched by any other major newspaper in the

country, or perhaps the world. We remain

confident that this great newspaper can tip the

balance of the New York tabloid market in its

favour and reach profitability in the next few

years. Meanwhile, in Britain a price war,

started by a competitor of The Sun, lowered

earnings but led to circulation gains that we

intend to hold on to now that the price war has

ended. It is already showing results in

advertising, where we have a 5 per cent gain in

market share as against a loss of 1 per cent to

our competitor that started that price argument.

Elsewhere among our print assets,

HarperCollins books performed admirably

worldwide, achieving book sales that placed 111

books on the New York Times best seller lists,

including 13 number ones. Meanwhile, our News

American Marketing arm made steady gains in

market share and solidified its place as a clear

industry leader with innovative new products.

Among magazines, The Weekly Standard continued to

build on its position at the centre of



6







conservative political thought in Washington,

while the beautifully produced "donna hay" and

"InsideOut" achieved substantial circulation

growth here in Australia.

On the subject of magazines, one of the few

dark clouds that hung over us last year was the

situation at Gemstar-TV Guide, a problem area we

worked hard, long and successfully to resolve.

With the removal of the former management and the

installation of new key executives, as well as a

relaunch of TV Guide magazine, we are already on

our way to restoring the lustre to this powerful

and respected brand. Only last week Gemstar

signed an important 12-year contract with Time

Warner Cable that ensures a TV Guide-branded

interactive programming guide will be deployed

throughout Time Warner's digital's cable

subscribers. The deal means that Gemstar-TV

Guide now has contracts in place covering

12 million active digital cable subscribers, and

we expect many more in the future.

Finally, we introduced a new segment in the

final quarter of fiscal 2003, Direct Broadcast

Satellite Television. The segment essentially

represents the performance of our

80 per cent-held Sky Italia, which was formed out

of the merger of STREAM and Telepiu in Italy.

Together with our partner, Telecom Italia, we



7







acquired Telepiu in April this year, and

I believe the combined platform will one day be

one of News Corp's shining jewels. The combined

platform was relaunched at the end of July, and

has met or exceeded all of our expectations

since. In the first eight weeks after its

relaunch 1.4 million subscribers swapped to the

new service, while we added a

better-than-expected 280,000 new subscribers.

Many of these new subscribers, as well as those

who swapped to the new service, chose premium

packages. We anticipate that Sky Italia will

reach profitability within the next 18 months and

that it will have a very steep growth after that.

To say the least, we are all very excited

about Sky Italia's prospects.

I view Sky Italia's potential as being on a

par with the world-class performance of our

35 per cent-owned BSkyB. In fiscal 2003, for the

first time since our 1998 decision to convert Sky

to an entirely digital service, BSkyB generated

positive earnings contributions to News

Corporation. It was worth the wait. In that

time subscribers have doubled, and we have

developed a truly world-leading direct-to-home

television service that is the envy of

competitors in Britain and pay-TV companies

around the world. Many of the successes we have



8







achieved at BSkyB will be replicated at Sky

Italia, and indeed, at each of our pay-TV

platforms around the world.

That brings me to perhaps the most exciting

event of the past year, which is of course our

anticipated acquisition of a 34 per cent stake in

Hughes Electronics, the owner of America's

leading direct-to-home satellite service,

DIRECTV. It remains our hope and our expectation

that this deal will receive the proper regulatory

approvals in the coming weeks and that we will be

able to close the transaction by the end of

calendar 2003. It is our intention to

immediately set about improving the DIRECTV

experience for consumers, with enhanced

interactive services, broader local-into-local

coverage, new technological offerings, such as

personal video recorders, and greatly improved

customer service. All these things will,

I believe, enable us to compete head-to head with

the presently dominant cable companies by giving

consumers greater choice and better services.

That will lead to greater returns for

shareholders of Hughes, Fox Entertainment Group

and News Corporation. I expect that I will have

a great deal to tell you about Hughes and DIRECTV

when we meet here again next year.

The anticipated completion of the DIRECTV



9







transaction will mark the culmination of a

long-time pursuit by our company of providing the

missing link in a global satellite television

platform that will span four continents and

encompass 23 million subscribers at its

beginning, all of which will give us, I believe,

the perfect balance of assets for a media

company, the right mix of subscription and

advertising revenues, the right mix of content

and distribution businesses, and a geographic

breadth that is unmatched by any media company in

the world today.

Let me speak a little about corporate

governance, a topic that has taken on far greater

significance in the past few years with several

high-profile corporate collapses here and in the

United States. We have always been careful to

meet the spirit and the letter of the law on

corporate governance, and the past year has been

no exception, as we have undertaken many changes

to comply with the Sarbanes-Oxley Act, new SEC

rules, and newly proposed New York Stock Exchange

Listing Rules in the United States, as well as

revised guidelines at the Australian Stock

Exchange.

News Corporation has reconstituted its three

board committees. The Audit Committee,

Nominating and Corporate Governance Committee,



10







and the Compensation Committee will - and does -

consist solely of nonexecutive directors who will

satisfy the "independence" requirements of the

proposed NYSE rules when those rules become

effective. The NYSE rules are generally more

restrictive than the ASX guidelines.

During the fiscal year, Stan Shuman resigned

from the Audit Committee, and Graham Kraehe, who

is present with us today, was appointed chairman

of that committee. Mr Kraehe has a great deal of

expertise in financial matters and, as you all

know, is one of Australia's most respected and

influential business leaders.

Also during the year the former Nominating

Committee was restructured to form the nominating

and corporate governance committee and the three

new independent members were appointed: Geoff

Bible, Ken Cowley and Rod Eddington. This

committee is charged with recommending nominees

for the company's board of directors and with

advising and making recommendations to the board

on corporate governance matters.

Finally, the Compensation Committee was

restructured and took over the role of the former

Share Option Committee. Andrew Knight, as

chairman, and Tom Perkins - again independent,

non-executive directors - were appointed to this

committee. Dr Erkko was also a member. As a



11







consequence of Dr Erkko's retirement from the

board, at the next board meeting, Rod Eddington

will be nominated to become a member of this

committee. This committee has been meeting

without the presence of any executive directors

to discuss the compensation of all the executive

directors and other senior management in the

company. The compensation of your chairman and

chief executive for the past fiscal year was

decided by the non-executive directors sitting

without the presence of the executive directors,

upon recommendation of the Compensation

Committee.

News Corporation is proud of its record of

scrupulous corporate governance, and it will

continue to comply with the changing rules and

regulations in each of the markets in which we

operate. Our high standards of corporate

governance have shielded us from any of the

difficulties and scandals that have faced too

many other companies in the past few years.

I have full confidence that we have a management

team as honest as it is capable.

Much credit for our good reputation, as well

as our outstanding results in fiscal 2003, must

also go to our 37,000 hard-working and talented

employees around the world. The combined efforts

of our managers and employees produced record



12







profits last year, and we are on target to repeat

the performance this year. As we said when we

released our year-end results in August, we

anticipate operating income growth at News

Corporation in the high-single to low double

digit range this year. Based on the performance

of our businesses so far in fiscal 2004, I am

very confident that we will meet these targets.

Based on present trends, as well as our

expectations for many of our developing

businesses, I believe we can achieve average

annual earnings growth of 20 per cent in the

coming years.

I want to end on a personal note. Last

month marked an anniversary of sorts: 50 years

since I assumed control of News Limited, then a

small South Australian publishing company just

across the road from here, where we started our

growth out of Adelaide News. You will not have

noticed the milestone, because we did not make

any fuss about it. In fact, I did not even know

about it until somebody pointed it out to me

recently. At News Corporation we are guided by

the success of those past 50 years, as well as by

some of the mistakes we have made along the way,

but what truly drives us are the opportunities

for the next 50 years. I want to say to you that

I am tremendously proud to have had the privilege



13







of leading this company and its wonderful

employees, and proud to have served its

shareholders and investors for the past 50 years.


14


                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
AGMDELBFXBBFFBQ