NDS Group plc Reports Second Quarter Results

Earnings Release for the Quarter Ended December 31, 2006


HIGHLIGHTS



 * Revenues for second quarter up 8% to $165 million; six month revenue
   up 11% to $329 million.
 * Operating income for second quarter up 9% to $37 million; six month
   operating income up 17% to $82 million.
 * 69.9 million active digital TV smart cards.
 * 50.2 million cumulative set-top boxes activated with NDS middleware.
 * 5.3 million cumulative DVR deployments.
 * Completed the acquisition of Jungo Limited.

NEW YORK and LONDON, Jan. 30, 2007 (PRIME NEWSWIRE) -- NDS Group plc ("NDS" or the "Company") (Nasdaq:NNDS), a majority owned subsidiary of News Corporation, and which supplies open end-to-end digital technology and services to digital pay-television platform operators and content providers, announced today its results for the quarter ended December 31, 2006.

Commenting on NDS's performance, Dr. Abe Peled, Chairman and Chief Executive Officer of NDS, said: "NDS has completed another successful quarter, and has made tangible progress in developing products for the rapidly changing media distribution landscape. The acquisition of Jungo, a leader and pioneer in the broadband residential gateway software, coupled with our Synamedia Metro system solution, and our VG Key digital rights management offering position NDS well to support the secure distribution of content over broadcast as well as broadband IP networks to any device, anywhere."



  KEY FINANCIAL MEASURES
                             Three month              Six month 
                             period ended            period ended
                             December 31,            December 31,
                         --------------------    --------------------
                           2006        2005        2006        2005
                         --------    --------    --------    --------
 Revenue 
  (in thousands)         $165,062    $152,203    $329,224    $296,698

 Operating income 
  (in thousands)         $ 37,400    $ 34,320    $ 81,990    $ 70,055

 Operating margin            22.7%       22.5%       24.9%       23.6%

 Net Income 
  (in thousands)         $ 30,291    $ 25,960    $ 65,379    $ 53,065

 Diluted net income per
  share                  $   0.52    $   0.45    $   1.13    $   0.92
                         --------    --------    --------    --------

 KEY NON-FINANCIAL MEASURES
                                    Three month          Six month 
                                    period ended        period ended
                                    December 31,        December 31,
                                  ----------------  ------------------       
                                    2006     2005     2006       2005
                                  -------  -------  -------    -------
 Smart card deliveries 
  (in millions)
 Quantity delivered in period         6.3      6.1     13.0       11.6
                                  -------  -------  -------    -------
 Authorized cards (in millions)
 Net additions                        3.3      2.9      4.9        4.7
 At end of period                    69.9     61.4     69.9       61.4
                                  -------  -------  -------    -------
 Middleware deployments 
  (in millions)
 Set-top boxes deployed in period     5.5      7.4      8.6       13.7
 Cumulative set-top boxes, end of
  period                             50.2     34.1     50.2       34.1
                                  -------  -------  -------    -------
 DVR deployments (in millions)
 Set-top boxes in period1.1           1.1      0.3      1.8        0.6
 Cumulative set-top boxes, end of
  period                              5.3      2.0      5.3        2.0
                                  -------  -------  -------    -------
 Employees

 Full-time equivalents, end of
  period                                              3,212 (a)  2,725
                                                    -------    -------

 ---------
 (a) Excludes 136 employees of Jungo Limited, acquired on 
     December 31, 2006

BUSINESS DEVELOPMENTS



 * On December 31, 2006, we completed the acquisition of Jungo Limited
   ("Jungo"). Jungo, which is based in Israel, develops and supplies
   software for residential gateway devices. The residential gateway
   device and the software contained in it act as the interface between
   the broadband network and the various consumer electronic devices
   that are attached in a home network. The residential gateway device
   plays an important role in controlling the quality and management of
   the individual services. Residential gateway devices have grown in
   sophistication and are increasingly deployed by telecom companies as
   the main service termination point in consumers' premises for the
   delivery of a variety of services, including broadband data, video
   content over broadband ("IPTV"), voice over internet protocol
   telephony, video telephony and convergent wireless/wireline
   telephony. Providing the underlying software for both the residential
   gateway device and the set-top box will allow us to develop
   integrated solutions for enhanced IPTV and broadband services. The
   acquisition of Jungo was completed on the last day of the fiscal
   period; therefore, there was no impact on net income for either of
   the three or six month periods ended December 31, 2006.


 * At the recent Consumer Electronics show in Las Vegas, NDS
   demonstrated a number of new technologies, including new solutions to
   protect broadcast content over a variety of networks and devices.
   These include secure video delivery across WiFi hotspots,
   applications that turn PCs into TVs, and a new generation of
   interactive gaming for the set-top box platform.

 * We have signed an agreement with Dogan TV, owned by Turkey's leading
   media group Dogan Yayin Holding, to deploy a broad range of NDS
   technologies and applications. This will enable Dogan TV to launch an
   advanced digital interactive television service, D-SMART, that will
   be available to an estimated total of more than 17 million households
   in Turkey.

 * We have signed a number of contracts with new customers during the
   current fiscal year which we expect to increase the penetration of
   our technologies, especially in Europe.

FINANCIAL REVIEW

Total revenues for the three month period ended December 31, 2006 were $165.1 million, an increase of 8% over the corresponding period of the previous fiscal year. For the six month period ended December 31, 2006, revenues were $329.2 million, an increase of 11% over the corresponding period of the previous fiscal year.

The increase in conditional access revenues of 12% in both the three and six month periods ended December 31, 2006 over the corresponding periods of the previous fiscal year was due to higher security fees and a higher volume of smart cards delivered to customers, especially to new customers in Europe, China and India. Higher security fees arise from increases in the number of authorized smart cards in use at our broadcast platform customers. Integration, development and support revenues increased by 7% and 21% in the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year. The increases were due to revenues from new customers and from the delivery of enhancements to several of our major customers. License fee and royalty revenues decreased by 13% and 7% in the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year. This revenue stream is substantially affected by the number of set-top boxes deployed with our MediaHighway middleware technology in a given period. The volume of MediaHighway set-top boxes enabled during the first and second quarters of fiscal 2006 was unusually high, as DIRECTV commenced the initial download of MediaHighway and other of our related technologies to certain models of set-top boxes in use by their subscribers during that period. The decline in license fees and royalty revenues was offset in part by the recognition of license fee and royalty revenue following the launch of the Tata-Sky broadcast platform in India in August 2006. The increase in revenues from new technologies of 25% and 29% in the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year, was due to higher revenues from our DVR technologies.

In addition to the matters referred to above, comparisons of revenues for the three and six month periods ended December 31, 2006 to the corresponding periods in the prior fiscal year were also affected by the relative weakness of the U.S. dollar over the periods. Approximately 49% of our revenues were denominated in currencies other than the U.S. dollar (principally pounds sterling and the euro). We estimate that the weaker U.S. dollar has favorably impacted our total reported revenues for the six month period ended December 31, 2006 by approximately $10 million, or 3%, compared to the corresponding period of the prior fiscal year.

Cost of goods and services sold was in line with the corresponding periods of the previous fiscal year. Gross margin as a percentage of revenues was 63.0% and 62.5% in the three and six month periods ended December 31, 2006, respectively, compared to 59.4% and 59.0% in the corresponding periods of the previous fiscal year, respectively.

Our main operating costs are employee costs (including the cost of stock option awards), facilities costs, depreciation, and travel costs. These have increased due to the higher number of employees and the increase in facilities occupied by those employees, and include the impact of investments made in new facilities and infrastructure during the latter part of fiscal 2006.

Research and development costs increased by 19% and 17% for the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year, as a result of higher employee headcount due to more research and development being performed. The increase in research and development expenses for the six month period ended December 31, 2006, compared to the corresponding period of the previous fiscal year, due to higher employee costs and infrastructure costs, was partially offset by a $5.5 million grant from the French government as a consequence of being engaged in certain eligible research projects. In the corresponding period of the previous fiscal year, we received an equivalent grant of $5.3 million. Sales and marketing expenses increased by 38% and 23% in the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year, as a result of higher employee headcount, increased facilities costs, attendance at trade shows and corporate communications activities. General and administrative expenses increased by 8% and 20% in the three and six month periods ended December 31, 2006, respectively, compared to the corresponding periods of the previous fiscal year, due to higher costs in respect of stock options, higher legal expenses and business development costs and higher facilities and infrastructure costs.

In addition to the matters referred to above, comparisons of expenses for the three and six month periods ended December 31, 2006 and the corresponding periods of the previous fiscal year were also affected by the relative weakness of the U.S. dollar. In the six months ended December 31, 2006, approximately 71% of our total expenses were denominated in currencies other than the U.S. dollar (principally pounds sterling, Israeli shekels and the euro). We estimate that the weaker U.S. dollar has adversely impacted our total reported expenses in the six month period ended December 31, 2006 by approximately $10 million, or 4%, compared to the corresponding period of the previous fiscal year.

As a result of the factors outlined above, operating income was $37.4 million, or 22.7% of revenue, for the three month period ended December 31, 2006, compared to $34.3 million, or 22.5% of revenue, for the corresponding period of the previous fiscal year. For the six month period ended December 31, 2006, operating income was $82.0 million, or 24.9% of revenue, compared to $70.1 million, or 23.6% of revenue, for the corresponding period of the previous fiscal year.

Interest income earned on cash deposits was $6.5 million and $12.5 million in the three and six month periods ended December 31, 2006, respectively, compared to $3.5 million and $6.4 million, respectively, in the corresponding periods of the previous fiscal year. This was due to higher average cash balances and higher interest rates. Our effective tax rate was approximately 31% for all periods under review.

As a consequence of all these factors, net income for the three month period ended December 31, 2006 was $30.3 million, or $0.53 per share ($0.52 per share on a diluted basis), compared to $26.0 million, or $0.46 per share ($0.45 per share on a diluted basis), for the corresponding period of the previous fiscal year. Net income for the six month period ended December 31, 2006 was $65.4 million, or $1.15 per share ($1.13 per share on a diluted basis), compared to $53.1 million, or $0.95 per share ($0.92 per share on a diluted basis), for the corresponding period of the previous fiscal year.

As of December 31, 2006, we had cash, cash equivalents and short-term investments totalling $483.4 million. Our accumulated cash is being held with the intention of using it for the future development of the business and there are currently no plans to pay any dividends to shareholders. During the six month period ended December 31, 2006, we paid a net $82.5 million in respect of business acquisitions and invested a net of $19.0 million in bank deposits with an initial maturity of more than three months. As a result of this, we had a net outflow of cash and cash equivalents of $45.1 million, compared to a net cash inflow of $41.1 million in the corresponding period of the previous fiscal year.

About NDS

NDS Group plc (Nasdaq:NNDS), a majority owned subsidiary of News Corporation, supplies open end-to-end digital technology and services to digital pay-television operators and content providers. See www.nds.com for more information about NDS.

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 undertake any obligation to update any "forward-looking statements" to reflect subsequent events or circumstances.

CONFERENCE CALL

Dr. Abe Peled, Chairman and Chief Executive Officer, and Alex Gersh, Chief Financial Officer, will host a conference call to discuss this announcement and answer questions at 9:00 am New York time (2:00 pm UK time) on Tuesday, January 30, 2007.



 Dial-in 

 US Dial-in:		1-866-832-0717
 UK Dial-in:		0800 073 8967
 International Dial-in:	+44 1452 562 716

 Replay (available for 7 days)

 US Toll Free Replay:      1-866-247-4222
 UK Toll Free Replay:      0845 245 5205
 International Replay:     +44 1452 550 000
 Replay passcode:          6056657#

An audio replay will also be available on the NDS website www.nds.com from January 31, 2007.



                          NDS Group plc
          Unaudited Consolidated Statements of Operations

                            For the three months   For the six months 
                                   ended                 ended
                                December 31,          December 31,
                            --------------------  --------------------
 (in thousands, except 
  per-share amounts)          2006       2005       2006        2005
                            ---------  ---------  ---------  ---------
 Revenue:
  Conditional access        $  98,184  $  87,619  $ 191,031  $ 170,764
  Integration, development
   & support                   12,683     11,860     31,095     25,694
  License fees & royalties     23,450     26,941     47,800     51,507
  New technologies             28,922     23,047     56,421     43,906
  Other                         1,823      2,736      2,877      4,827
                            ---------  ---------  ---------  ---------
 Total revenue                165,062    152,203    329,224    296,698
                            ---------  ---------  ---------  ---------
 Cost of goods and services
  sold (exclusive of items
  shown separately below):
  Smart card costs            (19,255)   (23,082)   (40,074)   (44,707)
  Operations & support        (38,064)   (34,902)   (74,995)   (68,581)
  Royalties                    (3,582)    (2,781)    (7,096)    (5,678)
  Other                          (217)    (1,011)    (1,188)    (2,633)
                            ---------  ---------  ---------  ---------
 Total cost of goods and
  services sold               (61,118)   (61,776)  (123,353)  (121,599)
                            ---------  ---------  ---------  ---------
 Gross margin                 103,944     90,427    205,871    175,099
                            ---------  ---------  ---------  ---------
 Operating expenses:
  Research & development      (43,309)   (36,341)   (77,975)   (66,445)
  Sales & marketing            (9,314)    (6,734)   (17,291)   (14,005)
  General & administration    (11,411)   (10,574)   (23,688)   (19,798)
  Amortization of other
   intangibles                 (2,510)    (2,458)    (4,927)    (4,796)
                            ---------  ---------  ---------  ---------
 Total operating expenses     (66,544)   (56,107)  (123,881)  (105,044)
                            ---------  ---------  ---------  ---------
 Operating income              37,400     34,320     81,990     70,055

 Other income:

  Interest, net                 6,500      3,508     12,512      6,384
                            ---------  ---------  ---------  ---------
 Income before income tax
  expense                      43,900     37,828     94,502     76,439

 Income tax expense           (13,609)   (11,868)   (29,123)   (23,374)
                            ---------  ---------  ---------  ---------
 Net income                 $  30,291  $  25,960  $  65,379  $  53,065
                            ---------  ---------  ---------  ---------
 Net income per share:
 Basic net income per share $    0.53  $    0.46  $    1.15  $    0.95
 Diluted net income per
  share                     $    0.52  $    0.45  $    1.13  $    0.92
                            ---------  ---------  ---------  ---------

                             NDS Group plc
                      Consolidated Balance Sheets

                                                  As of       As of
                                               December 31,  June 30,
 (in thousands, except share amounts)              2006       2006
                                               (Unaudited)  (Audited)
                                               ----------  ----------
 ASSETS
 Current assets:
  Cash and cash equivalents                    $  280,058  $  320,636
  Short-term investments                          203,387     184,401
  Accounts receivable, net                        123,855      97,716
  Accrued income                                   43,931      37,050
  Income tax receivable                               192       1,411
  Inventories, net                                 50,719      39,340
  Prepaid expenses                                 16,920      17,031
  Other current assets                              2,565       3,650
                                               ----------  ----------
 Total current assets                             721,627     701,235
 Property, plant & equipment, net                  49,081      46,239
 Goodwill                                         122,398      66,917
 Other intangibles, net                            70,662      43,299
 Deferred tax assets                                9,720       7,506
 Other receivables                                 14,098       6,681
 Other non-current assets                          29,788      25,244
                                               ----------  ----------
 Total assets                                  $1,017,374  $  897,121
                                               ----------  ----------

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:

  Accounts payable                             $   17,013  $   26,966
  Deferred income                                  79,119      45,492
  Accrued payroll costs                            21,633      26,647
  Accrued expenses                                 31,450      26,245
  Income tax liabilities                           24,375      19,039
  Other current liabilities                        15,786      16,762
                                               ----------  ----------

 Total current liabilities                        189,376     161,151
 Accrued expenses                                  39,034      33,747
 Deferred income                                  134,206     134,529
 Deferred tax liabilities                           4,546          --
                                               ----------  ----------
 Total liabilities                                367,162     329,427
                                               ----------  ----------
 Shareholders' equity:

  Series A ordinary shares, par value $0.01
   per share: 15,199,340 and 14,873,262 shares
   outstanding as of December 31 and June
   30, 2006, respectively                             152         148
  Series B ordinary shares, par value $0.01
   per share: 42,001,000 shares outstanding
   as of December 31 and June 30, 2006,
   respectively                                       420         420
  Deferred shares, par value GPB 1 per share:
   42,000,002 shares outstanding as of
   December 31 and June 30, 2006, respectively     64,103      64,103
   Additional paid-in capital                     546,005     534,668
   Accumulated deficit                            (14,242)    (79,621)
   Other comprehensive income                      53,774      47,976
                                               ----------  ----------
 Total shareholders' equity                       650,212     567,694
                                               ----------  ----------
 Total liabilities and shareholders' equity    $1,017,374  $  897,121
                                               ----------  ----------

                             NDS Group plc
            Unaudited Consolidated Statements of Cash Flows

                                              For the six months ended
                                                    December 31,
                                               ----------------------
 (in thousands)                                  2006         2005
                                               ---------    ---------
 Operating activities:
 Net income                                    $  65,379    $  53,065

 Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation                                     9,120        7,838
  Amortization of other intangibles                4,927        4,796
  Stock option-based compensation                  4,378        1,712
  Other compensation cost                            399           --
  Change in operating assets and liabilities,
   net of acquisitions:
   Inventories                                   (11,371)       8,545
   Receivables and other assets                  (38,168)     (53,223)
   Deferred income                                31,465       22,282
   Accounts payable and other liabilities         (6,730)        (568)
                                               ---------    ---------
 Net cash provided by operating activities        59,399       44,447
                                               ---------    ---------
 Investing activities:
 Capital expenditure                             (10,361)     (15,014)
 Proceeds from sale of property, plant and
  equipment                                          241          382
 Business acquisitions, net of cash acquired     (82,456)      (3,121)
 Short-term investments, net                     (18,986)          --
                                               ---------    ---------
 Net cash used in investing activities          (111,562)     (17,753)
                                               ---------    ---------
 Financing activities:

 Issuance of shares (inclusive of realized
  excess tax benefits of $1,790 and $4,578)        7,035       14,365
                                               ---------    ---------
 Net (decrease) increase in cash and cash
  equivalents                                    (45,128)      41,059

 Cash and cash equivalents, beginning of
  period                                         320,636      339,791
 Exchange movements                                4,550       (1,216)
                                               ---------    ---------
 Cash and cash equivalents, end of period      $ 280,058    $ 379,634
                                               ---------    ---------


            

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