[I had planned to go but wasn't able to make it afer all. Here's the
speech, though. --Declan]

***********

Date: Thu, 18 Mar 1999 10:34:22 +0100
To: [EMAIL PROTECTED]
From: Brooke
Prater <[EMAIL PROTECTED]>
Subject: Chase Carey's speech before The Media
Institute on March 17, 1999

Speech of Chase Carey
before The Media Institute
March 17, 1999

Good afternoon and thank you, Patrick, for the opportunity to address the
Media Institute.  The First Amendment faces ever-increasing attacks today.
The proliferation of new forms of mass communication and their relative
uncontrollability in comparison to the over-the-air broadcasting world of
the past almost preordains the rise of first amendment challenges.  On
behalf of News Corporation and FOX Broadcasting, I thank the Media
Institute, for its efforts day in and day out to remind the public that all
of the freedoms we cherish are built on the foundation of free speech.

As we all know, the First Amendment was not put in place to protect
popular speech.  That's easy.  The First Amendment was quite literally
conceived to protect speech that a significant minority or even a majority
of people disagree with.   The definition of free speech does not end
there...although far too often people presume it does.

Free speech is not just an individual's right to express an unpopular
opinion without fear of government reprisal.  Quite literally, free speech
encompasses the full spectrum of communication that occurs between one party
and another, including commercial speech.  Any government constraints on a
person or entity's ability to speak should be justified only by a compelling
and counterbalancing public interest.

Many subtle -- and some not so subtle -- restraints on free speech are woven
into the very fabric of media regulation.   As CEO of FOX Television you
might understand why a few of these come immediately to mind.  Constrains
like broadcast ownership and cross-ownership limitations.   Some restraints
on free speech are necessary and proper.  For example, the regulation of
misleading advertising.   My point is simply that any limitation on free
expression should face a high burden of proof and should be constantly
re-examined to determine whether that limitation continues to be necessary
to protect an important public interest.

Since the 1940's, regulation of broadcasting has been justified on the twin
concepts of spectrum scarcity and diversity of voices.   Explosive change
has occurred in both of these areas.  Today, the average kid can sit at his
computer and access literally millions of sources of information and
opinions.  If that child wants to watch television, he or she can pick from
an average of over 70 cable channels and 7 over-the-air networks on the
local cable system.  By the way, television viewing among children has been
dropping slowly but steadily in recent years, which is itself a sign of the
competition television programmers face from video games, the Internet and
other entertainment options.

Digital technology, cable rebuilds, high speed Internet access and the
growth of satellite subscription services will further increase consumer
options and, therefore, fragment television viewing.   Today's media world
does not even resemble the world of the 1980's, let alone the 1950's.

Hopefully, I don't need to persuade any of you of the magnitude of the
challenges broadcasters face.  This is clearly a time of unprecedented
volatility and change.  In all likelihood, this volatility will escalate and
will come from a number of varying directions:

First, vertical integration will continue.  CBS and NBC simply can't compete
on a stand-alone basis.  Neither can Universal or Sony.

Second, you will continue to see mergers and other ventures between cable,
phone companies, satellite services, and other wireless delivery systems as
competition increases for the delivery of video, data and telephone
services.

Third, technology will change viewers options, patterns and practices in
viewing programming.  Explosive increases in storage capacity in set top
boxes, new program guides and interactivity are only a few of the changes
involved.

Fourth, these technologies will likewise change the world of advertising and
promotion.  The issues of how consumers will view or not view ads, what will
advertisers look for and, conversely, what can we offer advertisers in terms
of new capabilities and functionality will become increasingly important.

These are just a few of the major factors that broadcast companies must
address to develop plans and strategies for the future.  It would be
unrealistic for me to say we have the answers.  The challenges are too
complicated and too volatile.

Now more than ever what broadcasters must do is recognize problems and
opportunities, develop plans to deal with both, and then be relentlessly
aggressive in adjusting those plans to take advantage of the market.

Much of what I have said probably sounds troubling for broadcasters, and it
is.  However, I believe that broadcasters can nonetheless be successful,
even thrive, if they are able to compete aggressively in this emerging world
of media and communication.  This optimism exists because uncertainty and
change create opportunities for those with unique strengths that act quickly
and decisively.  If..., and this is a big if..., we are allowed to do so.
Both our regulatory structure and our internal business thinking must change
if we are to meet the challenges before us.

Each of you can probably recite figures describing the state of
competition in the video marketplace.  They bear repeating because they are
so compelling and because we forget just how rapidly the world has changed.
Cable penetration has grown from 22% in 1980 to 67% today, direct broadcast
satellite subscribership unknown in 1980 is pushing 10 million.  Cable
networks numbered 174 yesterday - there are probably a few more today.
Seven networks compete in the over-the-air broadcasting.  Internet usage is
exploding before our eyes.

Not surprisingly, broadcast television viewership has dropped from 85% just
12 years ago to under 60% today.  During that same period, basic cable's
audience has grown from 6% to 22% -- an almost 4-fold increase.  In cable
homes, basic cable's prime time delivery jumped to 28% in 1998, surpassing
the combined 25% delivery of ABC, NBC and CBS.

The change is even more dramatic when one looks at the financial value of
the players broadcasters are competing against.  The 4 networks, even when
combined with their station groups, are dwarfed today by:  TCI, which was
just acquired by AT&T for in excess of $50 billion; by the combined value of
Time-Warner's cable and programming assets; by many major radio groups; by
AOL, whose market valuation exceeds $70 billion; and by Microsoft, whose
daily increases in value frequently exceeds the total valuation of any one
of the broadcast groups.

The point here is not just that change is occurring.  The truly
mind-boggling aspect of today's media marketplace is the speed with which
change is occurring.  Five years ago, none of these statistics I just quoted
would have been even remotely true.  Five years ago, AOL barely existed in
terms of the financial world and cable was a fraction of today's value.

Today's video marketplace and the video marketplace of 1953 are about as
similar as the horse and buggy is to the jet plane. Yet, the structure of
the regulations which governs broadcasting are fundamentally the same as
those set out in the 40's and 50's.

True, Congress and the regulators have chipped about the edges of the
regulatory structure.  They have nudged a little here and modified an little
there.  But even after the relatively dramatic rewrite of telecommunications
policy contained in the 1996 Act, today's rules governing broadcasting are
only slightly updated versions of the rules put in place to govern a
television universe with only 3 networks.

In the early 1940's, the Federal Communications Commission (FCC)
first limited the number of broadcast licenses that could be held under
common control nationally.  In 1953, the Commission increased the number of
broadcast properties allowed under common ownership to 7AM, 7FM radio
stations and 5 television stations.  These limits remained unchanged for 30
years until 1984 when the cap on television station ownership was raised to
12 stations with a potential reach of 25% of television households.

In the '96 Telecommunications Act, the 25% limit was increased to 35% --
which for FOX translates into ownership of 22 television stations.  Think
about it, in the past 45 years, while the video marketplace has exploded
with diversity and choice, the national ownership cap has only been relaxed
enough to allow FOX ownership of 22 television stations versus the 5
stations we could have owned in the pre-cable, pre-satellite, pre-Internet,
3 network world of 1953.

The national ownership cap is just one example of outmoded broadcast
regulation.  Economically, it's an important one though.  The old broadcast
network model simply does not work anymore.  Period.  The end.  The problem
is serious enough that both ABC and NBC senior executives have spoken
publicly about distributing their networks via cable.  Such a discussion
would have been unthinkable five years ago.

This year, the CBS, ABC and FOX networks anticipate negligible, if any
profits.  NBC's profitability is expected to drop from over $500 million in
1997 to $100 million this year.  By contrast, ESPN, TNT, USA, WTBS,
Nickelodeon and CNN each is projected to have profits of over $200 million.
ESPN's profits, alone, may approach $400 million.  Today, the combined
profits of all 4 major broadcast networks, taken together, are less than the
profits of TNT or CNN, alone.

The economics of network broadcasting on a stand-alone basis in today's
video marketplace simply do not work.  Broadcast networks cannot continue to
take 100% of the economic risk of the network business to realize a maximum
of 35% of the economic upside.  Broadcasters have no choice but to compete
in the world of consolidation and integration.

My message is not just for the regulators; my message is equally aimed at
the broadcast industry, itself.  In part, the difficulties we face as an
industry in Washington are the result of our own internal politics.

First, a significant group of multi-billion dollar companies which own
broadcast station groups, but not networks, have determined that it is in
their individual economic interest to maintain certain government rules like
the national cap and must carry rules.  Their position is based on their own
financial considerations, plain and simple, even though the arguments are
dressed up to be about localism and diversity.

Second, as an industry we seem to be unable to decide whether we want to be
special and protected, ergo, regulated...or whether we want to be set free
to meet the competition.  To that question I would answer:  We no longer
have a choice.  The survival of over-the-air broadcasting depends on our
ability to meet the competition unimpeded head-on.

The television broadcasting industry or what I'd described as the "broadcast
establishment" - should be a case study for incompetence in dealing with
industry issues.  The success of cable, telephony, computers, radio and any
other segment of the entertainment and information world compared to
television broadcasting is embarrassing.

The problem is that the members of this "broadcast establishment" all talk
about the tremendous challenges facing television broadcasting, but when it
actually comes to developing a plan to deal with these issues, we allow
short-term and parochial issues to assume the most priority.

Affiliates want to restrict networks.  Networks want leverage over
affiliates.  Group owners want leverage over distributors.  An on it goes.

Everyone's so preoccupied jockeying for position that we lose sight of the
fact that together as an industry we're being left behind.  Simply stated,
we are fighting to win a battle while losing a war.

Anybody who believes regulatory restrictions are good for our long-term
future is crazy.  Obviously, any one of us might prefer a cherry-picked set
of regulations specific to our own interests.  Unfortunately, however, the
pursuit of individual and self-centered goals irrespective of their
collective impact dooms us all.  Our long-term future can only be enhanced
by removing every regulation on television, including ownership caps,
duopoly and cross-ownership.

We surely recognize this would create changes.  But, at least it would
ensure our broadcast industry's continued viability into the future.  It
would also afford us every opportunity to capture value and be aggressive.

My own belief is that we are on an irreversible course of increased
consolidation within industry segments based upon a natural interdependence
between content creators and distribution providers.  I recognize that this
consolidation causes concern among some regulators and policy makers.
However, while consolidation is occurring at one level, at another level the
communications industry is entering a new era of increasingly vibrant
competition at the consumer level.  The new competitors will be AT&T, AOL,
Microsoft, as well as Time-Warner and other media players.  Hopefully,
broadcasters will be freed to be a player in this vibrant new world.  True,
historically separated industry segments are combining into larger, more
global players, but, to the consumer, the result will be more, not less
competition.

Studios, broadcast networks and cable networks will continue to combine.  So
will "local" and "national" and "global" delivery systems like TCI and AT&T,
bent on repurposing their wires and brands in much the same way we exploit
our content.  A critical new area will spring up between "content" and
distribution," as "navigation" becomes just as important an intermediary.
The recent @Home and Excite deal or AOL and Netscape merger are prime
examples.  The evolution of communications cannot be stopped and should not
be.

You may have figured out by now that I am not a politician.  My simple
business mind has trouble understanding how a Congress, an FCC and a Justice
Department, that have embraced policies that have allowed cable and
telephone to restructure their industries to bring competition to the
American public, can remain attached to the romantic notion that
broadcasting should be a mom and pop business.   The notion of mom and pop
broadcasters competing against MCI-Worldcom, TimeWarner-Turner,
SBC-PacTel-Ameritech, AT&T-TCI, and against Microsoft positioning itself to
provide television-like video entertainment to consumers is simply
untenable.

It is more than a little ironic that the attention of regulators is focused
on helping out the television that people have to pay for...while free
television is left to fight with two hands tied behind its back.  At a
Senate Commerce Committee meeting last week on satellite issues, Senator
Fritz Hollings said it better than I could have: "[W]hen you erode the
financial condition of the local broadcasters, eventually the system of
free, over-the-air television will suffer," he said.  "Eventually,
everything will be pay television, and if that's the way you want to go,
well, then 'Okay.'"

Senator Hollings was addressing the local broadcasting market, but the same
dynamic applies to the network business.  If regulation conceived for an
entirely different era continues unchanged, and if the network-affiliate
relationship which evolved in an entirely different era continues unchanged,
television networks will be forced to restructure.  If we remain stuck in a
regulatory box, we will be forced to take courses of action that will at
best be disruptive, and at worst, destructive.  Many of these trends have
begun already.  Trends like major movies and sporting events going to
subscription television and to other mediums.  These trends are only the
start of a process whereby those who can move swiftly, aggressively and
freely can compete.  Those stuck behind in their box defined by archaic
regulations and business structures have only two choices:  to fade away or
to follow their competition to a world of great flexibility and dual revenue
streams.

Don't get me wrong, we are cable, too.  We are not asking for cable to be
regulated.  We are simply asking for broadcasting to be free to compete.

At FOX, we know firsthand how rules and regulations can impede competition,
progress and service to the public.  The birth of FOX Broadcasting was
dependant on the modification or elimination of several well-entrenched
rules, like the financial interest and syndication rules.  FOX promised to
compete and bring more choice to the American public.  We have delivered on
our promise.

Once again, fundamental rule changes are necessary for free, over-the-air
broadcasting to remain viable competitors in the television business.  I am
not predicting the end of the FOX network or the end of our erstwhile
network competitors.  Quite the opposite.  We will find a way to compete.
We will find a way to provide quality service to the public and to return
value to shareholders ... but, as Senator Hollings points out, it may not be
in a way that Congress, the FCC or the public would prefer.  We want to stay
in the over-the-air television business.  But, we cannot and will not sit
helplessly by and watch our investment be whittled away by competition that
we are hamstrung in countering.

I may be accused of laying down the gauntlet today.  So be it.  Some may
even accuse me of baiting the regulators by raising the specter of pay
television.  To that, I would say - we are gravely serious.  Fundamental
change must occur in our industry and it must occur soon.  Many of these
changes require modification of government rules or regulations.  Some
require change in the business arrangements between networks and their
affiliates.  Change is never easy, especially in well-established industries
like broadcasting.  But change must occur and change will occur.  The only
question to be answered is in which direction our industry will go.



****************************************
Brooke Prater
Director of Public Events
The Media Institute
[EMAIL PROTECTED]
(202) 298-7512 (main line)
(202) 298-7015 (direct)



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