YES Network is one of the most prominent regional sports networks (RSNs) in the country, with exclusive long term media rights for Yankees baseball through 2042 (the subject to Major League Baseball approval) as well as Brooklyn Nets basketball programming. As part of the agreement, News Corp. will have the ability to increase its stake in the YES Network up to 80 percent after three years. "We believe the YES Network will be the crown jewel amongst all its RSN franchises and give the company a strong presence in the New York market, which is among the most important market for numerous pay-TV operators," stated Neil Begley, a Moody's analyst. In Moody's view, a continuing long-term ownership stake in the network will increase the company's leverage in negotiating pay-TV distribution contracts for all its other RSNs if they are negotiated as a group. "We believe this transaction could also be a consideration in News Corp.'s strategy around renewing the rights for the Los Angeles Dodgers, another Major League Baseball team which was recently acquired for around $2 billion," added Begley.

We expect News Corp. to fund the acquisition by drawing on its cash balance of $12 billion at 9/30/12, $2 billion of which will also go towards its acquisition of Consolidated Media Holdings, and do not expect any impact on leverage. As the YES Network will not be consolidated in the company's financials, it will not contribute to News Corp.'s EBITDA. However, we expect the company to benefit from cash flows it receives as its share of the YES Network's partnership income. We believe the sports cable network generates significant and steadily growing EBITDA and cash flow, as the majority of its cost structure is determined by a fixed long term contract with the Yankees team, and its revenue is largely comprised of pay-TV carriage fees under long term contracts with built-in escalations. Consequently, we believe it is a strong addition to News Corp.'s portfolio of television and entertainment properties.

For further information please see the issuer comment posted to www.moodys.com.

The principal methodology used in rating News Corporation was Moody's Large Global Diversified Media Industry Rating Methodology published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

News Corporation ("News Corp."), with its headquarters in the United States, is one of the world's largest media companies with a diverse portfolio of businesses, including cable networks, broadcast networks and owned and operated TV stations, film and television entertainment, direct broadcast satellite (DBS) operations, as well as publishing assets which it plans to separate into a newly formed entity.

Neil Begley Senior Vice President Corporate Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653John Diaz MD - Corporate Finance Corporate Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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