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Subject: 1Q13 Earnings Conference Call Transcript Date: 2/5/2013 10:36 PM
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Lowel Singer, Sr. VP Investor Relations.

Welcome to 1Q13 Earnings Call. On the call are Bob Iger, CEO and Chairman, and Jay Rasulo, Senior Executive VP and CFO.

Bob Iger: Coming off a record year in 2012, we're off to a solid start in the first quarter and are enthusiastic about the year ahead. Now that LucasFilm is officially part of the Walt Disney Company, we are moving forward with the extraordinary Star Wars franchise across our portfolio of businesses. We are excited about the tremendous potential ahead, starting with Star Wars Episode VII, summer 2015. We are particularly pleased to have JJ Abrams directing our first feature film in that franchise. Good relationship with him on Alias and Lost. Also are working on stand-alone films under the LucasFilm banner, one by Lawrence Kasden, who wrote Empire Strikes Back and Return Of The Jedi, and Simon Kinberg is working on another. Details about these projects at a later date.

In Media Networks, we've closed 7 of 10 major affiliate agreements in cable networks. Multichannel operators recognize the value of our brand and programming, the #1 sports brand ESPN, our powerhouse portfolio of kids' entertainment including Disney Channel, Disney XD and Disney Junior, plus ABC and ABC Family. Last year, Disney Channel took the top spot among kids 2-11 for the first time, and continued their winning streak as the #1 network among kids and tweens in the U.S. Disney Jr achieved similar results for preschooler and their families, with Doc McStuffins, Jake & the Neverland Pirates, and Mickey Mouse clubhouse, the top 3 cable shows for kids 2-5. Disney Junior's animated movie Sophia The First: Once Upon A Mattress was the 2012's highest rated telecast among those young viewers, and is now a new and very popular series as well. Anchoring the Disney Channel Junior channel launched last March, these shows drive the growing popularity of Disney Jr as well as extremely high consumer demand in retail.

On the Sports side, ESPN is the #1 sports brand and undisputed marketplace leader. With a 33 year head start on the competition, unprecedented sports coverage and constant innovation in both programming and distribution, ESPN delivers incomparable value to multichannel operators as well as consumers, and with long term sports rights now locked in, we expect ESPN to remain the must-have brand for sports fans. ESPN serves sports fans nationwide with almost 30,000 hours live events, news and original programming across its networks and services each year. Every week, more than 113m out of the estimated 230m sports fans in America interact with ESPN for sports coverage and information.

By contrast, emerging Regional Sports Networks serve fans for local teams, but with limited programming. RSNs may compete for local market share, but ESPN offers an entirely different value proposition to sports fans and multichannel operators. ESPN delivers almost twice the audience of all RSNs combined, and among the key sports demo of men, 18 to 34, on average, ESPN's audience is 4x the side of all RSNs put together. ESPN leads in mobile sports space as well, with sports fans spending more time with ESPN than any other sports site, and ESPN's minute share is nearly 3x the nearest competitor. Additionally, the authenticated mobile service, Watch ESPN, is now in 46m homes, and that number jumps to 55m next month when new affiliate agreements take effect.

In Parks and Resorts, Iger was in WDW last week to see the progress of the expansion and tried out the optional MyMagic+, which will allow guests to get more out of us and enjoy what we have to offer. As we roll out this new program over the next several months, Disney World guests who want a more seamless vacation experience can plan the whole trip ahead of time and just have fun with the whole family while with us. The product tested was impressive and a stunning example of how to use technology to make our products and experiences more accessible and compelling. Our ongoing expansion in Fantasyland has been extremely well received, which we are quite happy about. We are well into the process of doubling its size with spectacular new attractions based on The Little Mermaid and Beauty & The Beast, and we'll finish the Fantasyland expansion in 2014.

Profitability of Disney Interactive has been a goal in 2013, and the solid results this quarter are certainly noteworthy. We know we have more work to do, and Disney Infinity remains a big swing factor for the year, but we have been extremely pleased with the overwhelmingly positive reaction to our announcement of this ambitious video game initiative. With Infinity, we have created this whole new universe where players have the ability to create stories with some of Disney and Pixar's most beloved characters for the first time ever. our goal is to deliver a platform that can live for years to come, continually introducing new games and play sets based on our tremendous portfolio of creative content.

On the Studio side, we are pleased with the success of Disney Animation's Wreck It Ralph, which was a hit at the box office and has been recognized with a Critics' Choice award, and the award from the Producer's Guild of America for Excellence in Animation. Wreck It Ralph is one of 3 Disney movies to earn Golden Globe and Oscar nominations for Best Animated Film of the year, along with Frankenweenie and Pixar's Brave, which took home the Golden Globe. We've got a lot of great movies coming up this year. Next month we'll release the fantastical Oz, The Great And Powerful, followed by the highly anticipated Marvel's Iron Man 3 in May. This summer we're looking forward to Disney Pixar's Monster's University in June, as well as The Lone Ranger, an extraordinary action adventure starring Johnny Depp, which opens in July. In November, we've got Marvel's Thor: The Dark World, as well as Disney Animation's next adventure, Frozen. And we'll close the year with Saving Mr. Banks, the story behind one of Disney's most beloved movies with Tom Hanks as Walt Disney.

It's a strong, diverse slate of movies that we're very excited about.

Overall, we feel good about what we've achieved in Q1, we're confident about the year ahead, as well as our ability to create long term growth. And now I'll ask Jay to review the details of our Q1 performance and then we'll take your questions.

Jay Rasulo: We're very pleased with our 1Q results, which set the stage for continued growth in 2013, following a year of record revenue, net income and earnings per share in 2012. Our Media Networks segment grew due to increased revenue in broadcasting, partially offset by a decline in cable. At Broadcasting, higher operating income was driven in part by an increase in advertising revenue and program sales, despite higher programming and production costs in the quarter. Network ad revenue increased as a result of higher rates, partially offset by lower ratings and fewer units sold. And ad revenue at our stations were up, benefiting from higher political spending. The increase in program revenue was due in part to sales of Revenge and Once Upon A time.

Ad revenue at the ABC Network was up in the low single digits compared to the prior year. Quarter to date, scatter pricing at ABC Network is running low double digit percentage points above up front levels. We are extremely pleased with the pace of ad sales for the Feb 24th Academy Awards. We are virtually sold out of our inventory, with the vast majority of the spots sold before Xmas. Ad revenue at the stations was up 5% during 1Q. Decline in operating income at Cable was due to lower results at ESPN despite strong results at ABC and ABC family due to higher rights for the PAC 12, Big 12, NBA and NFL. The NBA pricing was impacted by lower sales from last year during the NBA lockout, and so far, ad sales at local stations is pacing up vs. prior year.

The decline in operating income in cable was due in part to lower results at ESPN, despite strong performance at the domestic Disney channels and ABC Family. ESPN results during the quarter were impacted by higher programming costs, which more than offset higher affiliate revenue. The increase in programming costs was related to higher rights fees for college football, new deals with the PAC 12 and the Big 12, the NFL and the NBA. NBA costs were higher than last year as we returned to a normal schedule for the year vs. the prior year which was impacted by the lockout.

Growth in affiliate revenue during the quarter was driven by both higher rates and lower revenue deferrals compared to the prior year. We deferred $36m less in revenue during Q1, as a result of 2 new affiliate agreements signed during the quarter, under which ESPN is no longer required to defer affiliate revenue. This change will impact ESPN's revenue recognition for the remainder of the year, and we now expect ESPN to defer $70m in less revenue during the 2nd quarter than in the prior year. These changes in ESPN's revenue recognition related to the implementation of annual programming commitments have no impact on its full year results.

ESPN's cash ad sales were up 2% in Q1, driven by higher rates and volume, but this increase was offset by lower ratings. So far this quarter, ESPN's ad sales are pacing up 7%. While ESPN's 1Q results were affected by higher costs, next quarter should benefit from several new affiliate deals, and therefore deliver attractive growth for the full year. Our confidence in ESPN's full year performance is based on its visibility into the timing and value of new affiliate agreements and ESPN's positive advertising trends. At the same time, Q1's higher programming costs will be the high water mark for the year. Domestic Disney channels grew in the quarter due to higher affiliate revenue from contractual rate increases. ABC Family's strong performance resulted from higher ad revenue and lower marketing costs. ABC Family's ad revenue was up 15% for the quarter, and that's on top of a 10% increase in Q1 last year.

At Parks and Results, the investments we've made over the past several years to enhance the guest experience are resulting in increased visitation and higher spending. We expect the impact of these investments, some of which is reflected in our 1Q results, to continue to ramp up over the coming quarters. In the quarter, higher operating income at our domestic operations was partially offset by lower results at our international operations. The increase in operating income at our domestic operations was driven by higher guest spending at WDW and the Disneyland Resort, and attendance growth at the Disneyland Resort.

For the quarter, attendance was up 4% and per capita revenue up 6% on higher ticket prices, food and beverage and merchandise spending. Average per room spending at our domestic hotels was up 4% and occupancy was down 4% to 81%, primarily due to an increase in available room nights at WDW given the opening of WDW's Art of Animation Resort during the 2nd half of fiscal 2012. So far this quarter, domestic reservations are pacing up 4% compared to prior year levels, while book rates are up high single digits.

Lower operating income at our international resorts reflects higher operating costs at Disneyland Paris and expenses associated with our Shanghai Disney Resort, despite higher guest spending at Hong Kong Disneyland. Segment margins during the first quarter were impacted by 60 basis points due to the growth initiatives, and as a result, segment margins were down 50 basis points compared to last year. We feel very good about the underlying margin trends we are seeing in our domestic parks and resorts. While growth initiatives reduced margins by 80 basis points at WDW and Disneyland, their combined margin was still up about 100 basis points for the quarter.

Studio Entertainment operating income was down for the quarter due to declines in our home entertainment and theatrical business, despite an increase in TV Video on Demand and subscription revenue. Home entertainment results faced difficult comparisons given the releases of Cars 2 and The Lion King last year, compared to Brave and Cinderella this year. While theatrical revenue was higher in the quarter due to the release of Wreck It Ralph, Lincoln and Frankenweenie, operating income declined as a result of higher distribution and film amortization costs compared to prior year.

At consumer products, the increase in operating income resulted from higher performance in merchandise licensing and retail. The increase in licensing reflected lower revenue share with the Studio compared to the prior year. On a comparable basis, earned licensing revenue was up 1% vs last year as higher sales of Avengers, Spiderman and standard character merchandise more than made up for a decline in sales of Cars merchandise. Results in our retail business were driven by high comp sales in Japan and growth in North America, which benefited from higher online sales, comp store sales growth and store format changes.

Interactive turned a loss of $28m last year to $9m in profit this year due to improved results in games as well as continued strength in our Japan mobile business. Higher operating income in Games was due in part to lower impact of purchase accounting compared to the prior year. While we continue to target profitability for 2013, we expect operating losses in 2Q to be comparable to prior year given the lack of key title releases.

As we look into the 2nd quarter, I'd like to highlight a couple of comparability factors that will affect Q2 results. At Broadcasting, we expect programming expenses to be $40m higher than the prior year. At Parks & Resorts, the timing of the Easter holiday will benefit Q2 as one week of the 2 week holiday will fall into Q2 where the entire holiday fell into Q3 last year. We anticipate the impact of this one week shift to be roughly $25-$30m in operating income shifting to Q2 from Q3.

We continue to repurchase our stock in Q1 by buying 21m shares for $1b. Fiscal YTD, we have repurchased 27.1m shares for $1.4b. Overall, we feel great about the start of the fiscal year. We can continue to manage our businesses with an eye towards creating long term sustainable growth for our shareholders. We are making good progress on a number of key strategic initiatives, so as we look to 2013 and beyond, there's a lot to be excited about. With that, I'll turn the call over to Lowell for questions.

Q&A

Q. Jay, about ESPN or Cable affiliate growth. You called out the renewals behind you. What was it in the quarter and any guidance for the acceleration into Q2? And Bob, you brought up Disney Channel's creative successes. That's a pretty big business that often gets lost. How do you think about financially exploiting those shows that have done well into driving earnings since there is not a huge advertising piece for the rest of us.
Jay: In Q1 cable affiliate growth, consistent with the trends we've been seeing, Q1 grew high single digits, adjusted for deferrals and for some affects that affected the quarter. Don't want to get into looking down the road on affiliate revenue stuff.
Bob: Disney Channel started out as a premium service and we grew revenue by turning it into a basic service and proving not only the bottom line but the visibility and exposure to our brand and to the various IP we created on that channel. Then we launched XD and Junior and now across the globe, we are sitting on over 100 channels, some of which are advertiser supported, all of which support the brand and IP, and ultimately support our other businesses, particularly consumer products, but also online, interactive, parks & resorts, publishing, mobile apps, those sorts of things. So in effect, it's a pretty broad ecosystem of product emanating from these channels. We will see over time continued increased revenue from higher subs, higher sub fees, higher advertising and eventually from all the other businesses that benefit from these great products. When you suddenly have 4 very popular shows with kids 2-5, we are already seeing that in Consumer Products, but the long term impact is really significant in that, for instance, with the last go-around with our distributors, our first goal was to get Junior penetrated and that resulted in a modest sub-fee structure. Over time, that sub-fee structure will change dramatically and that will start to generate a lot of revenue. It's an extremely valuable business for us. It doesn't get a lot of visibility and yet it is visible to us in almost everything we do.

Q. The Hulu charge of $55m doesn't show on the Operating Income line in Broadcasting, so do we have to add that back to OI there?
A. The $55m was a charge, an executive compensation charge for the Hulu team triggered when we bought Providence out of Hulu. It's reflected in the Equity Income line in the Income Statement, but excluded in from segment OI.

Q. It looks like in the 10Q that the rate increases in Cable, about 7% for the quarter, so is it safe to assume that now that the new deals will kick in in the March quarter that the rate we see for pricing should go up from there? Is that a logical assumption?
A. We are beginning to recognize in 2Q the new rates that are associated with those new deals at ESPN, and the rates are differential across all the ESPN channels, so yes, I expect we can see an increase but don't want to talk about how much.

Q. Any sense on how much the new attractions are driving these strong results and can pricing continue to climb?
A. Significant results coming from California Adventure, dramatic increases in attendance and occupancy and strong pricing increases from Cars Land and the whole experience that has been created has helped. Fantasyland has already been a success even as it won't be finished until 2014. We think we have some pricing leverage from it. Over time, if we build the right thing, people will come and that gives us leverage as well.

Q. How is Attendance at WDW?
A. Up a hair but not a driver for the quarter. The Disneyland Resort is really driving domestic parks attendance. Some effect from how the holidays broke this year, the quarter ended on December 29th, but also an Xmas season that extended into January more than the year before. So there was some shift in visitation.

Q. WDW Attendance is trending well into the 2nd quarter?
A. Yes.

Q. On Parks, can you clarify on the technology spend? How much more is there to go? When does it fully roll out? Can you give some color on Shanghai costs over the course of the year?
A. The majority of the capital expense for this technology are spent, though there will be some operational costs over the year which will ramp up as we roll out. The product is in test phase and it is going well, giving guests the opportunity to plan in advance to experience more attractions and their favorite attractions. Additionally the band serves as a room key, wallet, ticket, and gives us the ability, with the voluntary information provided, for personalization and customization with the information gathered. No date being announced yet, and some features may be rolled this year out over a long period of time. We want to make sure we get it right and not go too fast.

Jay: Part of the expenses Bob talked about will be depreciation of the capital investment. Compared to what we usually invest in, the life on these investments will be really short and that's just the nature of it. On Shanghai, there is an increase in expenses accompanying the construction, about $50m for the fiscal year. Not a huge number.

Q. On the cable networks deals, what is the average length?
A. We haven't been out there for that, due to the confidentiality for our partners and ourselves, they are of term but no details.

Q. Bob, who has been losing money despite free access to ABC, Fox and NBC content? ABC content for free online could encourage Hulu over time. The release noted ABC grew revenue in part due to online growth. Does Authentication appear to be the superior model all around for you? What is the strategy for Hulu going forward and how much more capital might have to be put into that business and for Jay, there's been some discussion of ESPN's strategy in the UK, with the loss of the League games. Since that was a start-up initiative of only a few years ago, it's losing money, so any sense on the losses or the margin on that UK you can give us, and when might we expect some improvement on those losses? F13, F14?
A. Not going to address questions on Hulu because they are our partners and that company is run separately and independently from us. As ABC analyses how best to monetize its content but also maintain the health of its network, they continue to explore alternative formats, mobile being one, but how they move product into that market place has to consider and consider the impact on advertisement, multichannel and re-transmission, and are working on a Watch App and a windowing strategy, which is morphing, that makes content available to subscribers and limit availability of in-season content to improve the impacts advertising. ABC's rating is actually higher in homes with DVRs, which was interesting, which includes some VOD consumption that in some cases disables fast forwarding, which forces viewers to watch commercials. Consumers looking for access to shows are willing to put up with commercials.

On the UK ESPN channel, we are experiencing losses due to the ramp up of that business and are exploring the exit from that but don't want to say more right now. The drivers for online revenues are ad sales on the ABC episode player plus Hulu ad sales plus from the Yahoo partnership.

Q. Back to the affiliate deals, TV Everywhere and VOD rights was a big component of those deals. With the three remaining affiliates, are 2 of them without those rights the satellite distributors and does anything in the technology stand in the way with them? When might those deals be ready?
A. There is a considerable demand from the Watch Apps and no technical obstacles with the satellite providers, and two of the remaining 3 affiliates are the satellite providers, but nothing specific on the negotiations with the remaining affiliates.

Q. In terms of the accounting, with the watch apps that are on demand in nature, are we looking for content to be made available right away and the revenue falls accordingly or is it spread differently?
A. The answer won't be clear or satisfying, but because those revenues are wrapped up in a suite of services, 70 for Comcast alone, they are more akin to be recognized as normal affiliate fees but we may change that at some point.

Q. Bob, can you talk about the Pay TV output deal with Netflix on an exclusive basis. What got you comfortable from a branding perspective in light of the potential substitution effect for child TV viewing in light of the relationships you have with your traditional multichannel distributors?u
A. Impressed with the platform and user interface, a great environment for us. They stepped up and paid the right price. We considered a more traditional pay cable channel but felt that given the volume of product that would flow through Netflix and the strength of our channel programming, notably Disney Channel, this was not a step to discourage people from multichannel services. This was a movie play, there are limitations on when the movies are available and how many there are, how many we make and the size of our library, and felt it was a completely different product, Disney Channel product, and given the popularity of the shows we have, the demand to see those shows relatively quickly remains pretty high and we believe we'll be able to maintain that, so you'll have to subscribe to a multichannel service to see them.

Q. Bob, you previously alluded to potential Star Wars spin-off characters in addition to Episodes 7, 8 and 9. Can you elaborate on those plans and how that might have affected your valuation of that transaction? Jay, in the context of the current interest rate environment, do you see any issues related to funding pensions and free cash or potential impact on the parks margin?
A. When exploring with George on the LucasFilm acquisition, we talked about stand-alone films not part of the saga. What I confirmed today is those possibilities are becoming more real and creative entities for stand-alone films. Not saying how many are being considered but I did mention two men working on films, who are also working on Episode VII. We did not place value on this activity when considering the acquisition because the possibility was too premature. We focused on the 3 films and the business that will flow from them. This activity therefore will be incremental to the activity planned when we announced the acquisition. No details on the films themselves.

Jay: In the short term, we are looking at a $70m increase in pension, post retirement, and medical,based on the decrease of the discount rate to 3.85 from 4.75. We pick up half from our parks and resorts segment due to the size of the employee base there. We announced previously we were announcing changes to the pension plan that would increase savings between $350m and $450m over the next 4 years. We are experiencing those, and this $70m is despite that. In the past couple years, we made pretty large contributions in part due to this light of this declining discount rate. This year, we haven't decided whether we are going to augment the targeted current $450m or so range.

Q. Bob, over 90 days since acquiring LucasFilm, how is the integration going? Was there a lot of duplicitative function or low hanging fruit, is it fully integrated or is there a ways to go? When would be the first quarter when we would see the brand new wave of Star Wars SKUs as a promotional mechanism for the new Star Wars movie?
A. The integration is not all that complicated, well under way in addressing the integration we expect to get but can't be specific. Like Marvel, Lucas used a number of 3rd party agents internationally to license, and given our global footprint and presence in so many markets, we are seeking to eliminate all those third parties, which was a target for Marvel and this acquisition. We had a good meeting with LucasFilm executives about a week ago to explore a variety of possibilities and initiatives, but our priority is to create a great film for 2015 and see to it across all our businesses that any activity we enter into will be designed to help the success of that film. But we don't have a target on when you might see that activity online, in mobile apps, on TV, in consumer products, publishing, in parks and resorts, etc. Time will start exposing all of that to the outside world.

Q. Big picture question for Mr. Rasulo. Earnings are at record levels, stock is at record levels, investors will need a higher multiple to get excited about the stock. What are the major swing variables you see over the next 3 years, new initiatives, losses turned into profits...
A. There are a number of things that are pretty large in magnitude and straightforward. The ramp-up of accretion across all the parks and resorts from the improvements that have been put in place and a couple will come online over the next few years as well. Some of them are already accretive. They were approved because they could quickly become accretive to OI and you should see that impact over the next 3-5 years. 2015 should be the year LucasFilm starts to become accretive. We will continue to build on last year's launch of Avengers being a coming out party for the Marvel acquisitions, and that can only be accretive with the already demonstrated strength of those films. And you have to consider Shanghai Disney which will have it's gigantic splash in 2015 and be acretive from that point forward. We have discussed at length the value of long term affiliate deals and look for growth in that business given the strength of the hold we have on fans in that space. Many things to look forward to in the future that will grow the strength of our company.

Q. On competitive positioning, NFL ratings were somewhat weaker than expected. Some discussion about weak match-ups and fatigue for football. How much do you think the ratings were about more national sports on other national platforms networks? Also, what percentage of the overall base do you allow for a carve-out and is that changing?
A. Can't comment on the nature of the deals other than to say our subs are basically flat the last 2 years, so we haven't lost subs due to the growth of other so-called cable light packages. By keeping subs at a lower price, they have greater opportunity to up-sell back into the marketplace. People gravitate to the larger package because there's more value there. There is a lot of can't-miss product. And looking across the business, at satellite and tel-co providers, that's helped us maintain a steady state of subs. Disney Channel has actually grown in subs recently.

Regarding the NFL package with ESPN, NFL is unique enough to stand up to the competition, so not really any fatigue factor leading to lower ratings. But ratings can be match-up centric when you have games that are not as interesting going in or competitive during the game. People have so many alternatives for their time, it's not just competition from sports but competition for people's time. They can be entertained or informed in so many other ways. We talk to the NFL about quality of schedule and they have worked hard on that, we look at the schedule every spring to try and figure out which would be the best ones, but so many unexpected things can happen during a season. This year, the beginning of the schedule was weaker but the rest season turned out to be great for us. Still great product for us though, and all our television partners.

Q. You mentioned that ABC stations were pacing up in the current quarter. What is driving the strength of certain categories. On Interactive, you were slightly profitable this quarter before Infinity, but will the start of up of Infinity drive profitability further across the year?
A. We have taken big step toward our goal of being profitable this year, and a lot of that has been in cost and the mix of our product. It was nice to see profitability for the first time. If Infinity does well, it bodes well for the bottom line of the unit, and if not, obviously the opposite will be the case. But impact won't really be felt into the 3rd quarter. Due to lack of product and start up costs on Infinity, we'll swing into the red next quarter, but hope to rebound from that by the 3rd. The reaction from gamers, industry analysts and retailers is very strong, the buy in from retailers is beyond what we thought it would be, but now the consumer still has to see the product and buy into it.
Jay: Advertising at the stations is pacing up and the support is pretty broad based, no single industry, no stand outs and no real laggards.

Lowell: Thank you for all for joining us. Standard disclaimers apply.

Listen to the complete webcast and tell me how I did:

http://edge.media-server.com/m/p/5ma6es2z/lan/en

Fuskie
Who needed a few hours to get this transcript ready but still beat the official one to the door...
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