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Executives

Lowell Singer – Senior Vice President, Investor Relations

Robert A. Iger – Executive Chairman and Chief Executive Officer

James A. Rasulo – Senior Executive Vice President and Chief Financial Officer

Analysts

Alexia Quadrani – J.P. Morgan Securities LLC

Michael Nathanson – MoffettNathanson LLC

Doug Mitchelson – Deutsche Bank Securities, Inc.

Jessica Reif-Cohen – Bank of America Merrill Lynch

Todd Juenger – Sanford C. Bernstein & Co. LLC

Vasily D. Karasyov – Sterne, Agee & Leach, Inc.

Tuna N. Amobi - S&P Capital IQ Equity Research

Bart E. Crockett – FBR Capital Markets

Marci Ryvicker – Wells Fargo

Jason Bazinet – Citi

David Joyce – International Strategy & Investment Group

Alan S. Gould – Evercore Partners

The Walt Disney Company (DIS) F4Q 2013 Earnings Conference Call November 7, 2013 5:00 PM ET

Operator

Welcome to the Walt Disney Company’s Fiscal Full Year and Q4 2013 Earnings Conference Call. My name is Livian, and I will be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded.

I will now like to turn the call over to Mr. Lowell Singer, Senior Vice President of Investor Relations. Mr. Singer, you may begin.

Lowell Singer

Okay, thanks Levy and good afternoon, everyone, and welcome to the Walt Disney Company’s fourth quarter 2013 earnings call. We issued our press release about 45 minutes ago. It’s now available on our website at www.disney.com/investors. Today’s call is also being webcast and the webcast and the transcript of the call will also be available on our website.

Joining me for today’s call are Bob Iger, Disney’s Chairman and Chief Executive Officer, and Jay Rasulo, Senior Executive Vice President and Chief Financial Officer. Bob is going to lead off and then Jay will follow him and then we of course will be happy to take some questions. So, with that, I will turn it over to Bob.

Robert A. Iger

Thank you, Lowell, and good afternoon everyone. We are very pleased with our performance in the fourth quarter with earnings per share up 13%, primarily driven by growth in our Interactive, Consumer Products, and Parks and Resorts businesses.

Our net income for the quarter also grew by 12% on a strong revenue growth of 7%. I am also happy to report that in fiscal 2013, Disney delivered record revenue, net income and EPS for the third year in a row.

We are also making two other important announcements today. One is that we have set an official release date for Star Wars Episode VII, December 18, 2015. This obviously is one of the most important movies we have in the next few years and we’ve chosen a date we believe will allow the creative team of the Time to make a great film. It’s also the date Avatar opened in 2009.

The second announcement is our unprecedented deal to create multiple live action series and a mini series event exclusively for Netflix, beginning in 2015. Under the agreement, Marvel TV in association with ABC Television Studios will develop four serialized programs featuring some of the Marvel’s popular characters; Daredevil, Jessica Johns, Iron Fist and Luke Cage. This original program will run over a multiple years and lead to a Marvel's The Defenders mini-series event that reimagines dream team of heroic characters. Both of today’s announcements underscore the value of two of our major acquisitions Marvel and Lucasfilm.

As you know, over the last several of years we’ve made a number of major acquisitions and capital investments to drive growth and create shareholder value, now with some of those investments have been completed and the actuations are fully integrated their positive impact is clear in our results especially in Parks and Resorts.

In its first full year of operations since we open Cars Land and completed the transformation of Disney’s California Adventure, the Disney Land resort delivered record attendance revenue and profitability. Walt Disney World also set new attendance records for the year, driven in part by our historic expansion of Fantasyland which will be completed in 2014. We are beginning construction on an Avatar themed area in Disney’s Animal Kingdom and continue our progress towards the full roll out of MyMagic+.

International attendance in our domestic parks, also set in all time high in fiscal 2013. Internationally; Tokyo Disney Resort and Hong Kong Disneyland also had record attendance this year. We recently announced that Hong Kong will be home to our first Marvel-themed attraction when the Iron Man experience opens in late 2016. And last month construction on our Shanghai Resort officially went vertical it was a major milestone. And we are on track to open the gates of that spectacular resort just two years from now at the end of 2015.

Turning to our Media Networks group, ESPN has been the brand in sports for almost 35 years more than 100 million sports fans connect with ESPN every week for incredible sports contact, content rather. And that connection is strong, the average fans spends about 7 hours a week interacting with the ESPN, it was more then 35,000 hours of sports programming every year.

Major long term sports rights locked up for the next decade and unparallel brand strength, we remained confident in ESPN’s value and continued rein as the leader in the sports. In broadcast, we are encouraged by ABC’s start to season and non-sports programming ABC is currently a very close second in both C3 and L7 ratings. The network is some of TVs most DVR shows as well as the number one new show Marvel’s Agents of S.H.I.E.L.D. and the fastest growing returning series Scandal.

The perennial leader among upscale audiences this season ABC once again leads the other networks in the price demo by double-digits, it’s also the only broadcast network to see it’s audience get younger.

We’ve also successfully sold ABC studio shows including S.H.I.E.L.D., Scandal, Revenge and Grey’s Anatomy into more than 100 markets around the world. We continue to generate tremendous value from original Disney content as well, especially in kid’s television businesses. All ten of the top 10 series for Kids 6-11, in Q4 were Disney Channel shows and the channel has been number one among that demo as well as with Tweens 9-14 for 125 consecutive weeks.

Disney Junior is another fantastic success story although we just launched the standalone channel here in the U.S. 19 months ago it’s been the number one pre-school channel among Kids 2-5, every single weeks since News On began reporting its ratings back in April.

The success of franchises like Sofia the First, Jake and the Never Land Pirates and Doc McStuffins have made Disney Junior an important growth driver for our merchandise licensing business.

Retail sales for Disney Junior products exceeded $1.8 billion in fiscal 2013, more than double the year before. And going into the critical holiday season, Disney Junior toys are prominently featured on the retailers hot toy lists and our top four retail partners are planning to double Disney Junior shelf space compared to last year.

Retailers are also excited about Disney Infinity this holiday season and so are we. We’ve already sold more than 1 million starter packs globally and the individual figures are also doing extremely well with the most popular ones selling out at major retailers in a matter of days. This successful launch drove Disney Interactive swing profitability in Q4 and all indications suggest the strong demand for Disney Infinity will continue.

Turning now to our Studio business with the phenomenal global success of Marvel’s The Avengers and Iron Man 3. Marvel Studios became the first studio in history to release two $1 billion movies in a row. That gives us some incredible momentum going into our next model release, Thor: The Dark World, which has already opened strong in a number of international markets and we’re confident that Thor will do very well when it opens here tonight.

We plan to keep the streak of great Marvel movies going with Captain America, The Winter Soldier and Guardians of Galaxy next year and with Agents of S.H.I.E.L.D. on small screens around the world and new Iron Man attraction headed to Hong Kong. And the Netflix deal we announced today, it’s clear our integration of Marvel across our company has been incredibly successful.

Through the animations phenomenal greater resurgence continues with Frozen, a new animated musical and the spirit of tangled and the great animated films throughout Disney’s history. Great storytelling, fantastic music and world-class animation, Frozen will join the ranks of the loved Disney characters when it opens at Thanksgiving.

Then we’ll end the year with Saving Mr. Banks, a great story starring Tom Hanks and Emma Thompson as Walt Disney and Mary Poppins author P. L. Travers. Next year in addition to the two Marvel movies I mentioned, we’re also looking forward to a new Muppet Caper and Angelina Jolie as Maleficent. And of course we’ve got some huge movies in calendar 2015 with Marvel’s The Avengers, Age of Ultron and Star Wars Episode VII as well as Pixar's Inside Out and The Good Dinosaur.

We’re obviously pleased with our performance in fiscal 2013 across The Walt Disney Company from both the creative and financial standpoint. We’re well positioned for continued growth in 2014 and with the slate of blockbuster movies I just mentioned as well as the opening of Shanghai Disneyland. We’ve been more excited about what’s ahead in 2015 and beyond

And now, I’m going to turn the call over to Jay for the financial details.

James A. Rasulo

Thank you, Bob and good afternoon everyone. Earnings per share in the fourth quarter were $0.77, an increase of 30% over the last year. We are very pleased with our results this quarter, which capped yet another year of strong financial performance. Our fourth quarter and record full year results only again demonstrate the significant benefits we derived and the way we managed the company, which includes aggressive reinvesting in our core businesses, extending our portfolio through prudent M&A and returning a significant amount of capital to shareholders.

Operating income at Media Networks was down in the quarter. As a result, the Cable were adversely impacted by the timing of affiliate revenue recognition at ESPN. Broadcasting results were down versus last year. This quarter ESPN recognized $172 million less in previous deferred affiliate revenue than it recognized in the fourth quarter of last year. As a reminder, this issue does not affect full year results. Absent this impact, both Cable revenue and operating income would have been up 6% compared to last year driven by higher operating income at ESPN and the domestic Disney Channels. Excluding the impact of the revenue to deferral ESPN’s operating income would have been up in the quarter due to higher affiliate revenue and increased advertising revenue partially offset by a modest increase in programming costs for College Football, the NFL and the Major League Baseball.

Reported cable affiliate revenue was down 3% in the quarter. This decrease was due to the impact of the ESPN’s revenue deferral, business model changes including the sale of the ESPN U.K. business as well as FX. Absent these impacts cable affiliate revenue would have been up high single-digits. For the full year cable affiliate revenue was up 6% on a reported basis and high single digits absent these impacts.

Ad revenue at ESPN was up a solid 9% in the quarter due to an increase in unit sold and higher rates. The ESPN’s ratings were up year-over-year driving by College Football, Major League Baseball and the NFL. So far this quarter ESPN’s cash ad sales are pacing up nicely.

At broadcasting operating income was down in the quarter due to difficult comps and program sales and higher prime time programming costs which were partially offset by higher ad revenue at the ABC Network.

At the Network programming costs were higher in the quarter because we aired more hours of scripted program in compared to last year, when some prime time hours were dedicated to coverage of the Presidential election.

Ad revenue at the Network was up 10% in the quarter as a result of increase in unit sold higher rates and growth in online sales partially offset by lower ratings and the Emmy's rotating from ABC to CBS this year.

Quarter-to-date scatter pricing at the ABC Network is running more than 20% above upfront levels.

Our parks and resort segment delivered yet another solid quarter of performance. Revenue for the quarter was 8% and operating income was up a solid 15% on the back of continued growth at our domestic parks and resorts and vacations club sales at the Grand Floridian.

Result at Disneyland Paris were lower in the quarter. Higher operating income at our domestic parks and resorts was primarily due to increased guest spending, higher attendance and occupied room night at Walt Disney World and a k increase in guest spending at the Disneyland Resort, partially offset by higher costs including on going spending for growth initiatives.

For the quarter attendance at our domestic parks was comparable to prior yeah, an increase in attendance at Walt Disney World was offset by a decrease at the Disneyland Resort given the comparisons to last year when there was a surgeon attendance around the opening of Cars Land.

Domestic per capita spending was up an impressive 9% on higher ticket prices and food and beverage spending. Average per room spending at our domestic hotel was up 4% compared to prior year and occupancy in the quarter was comparable to prior year redespite an increase in available room nights. So far this quarter domestic resorts reservations are comparable to prior year levels, while book for 5% or 8% versus prior year.

We continue to enjoy steady margin improvements as the base business grows and margins begin to reflect the benefit of recent investments. Total reported parks and resort segment margins were up 90 basis points in the fourth quarter compared to the prior year. The year-over-year change in Q4 margins was on top of an adverse impact of an estimated 90 basis points due to spending on growth initiatives.

For the year margins were up 110 basis points and that was on top of an adverse impact of 30 basis points due to growth initiatives.

At Studio Entertainment, operating income was up due to better worldwide theatrical performance and higher TV distribution results, which were partially offset by higher film cost write-downs and lower operating income from worldwide home entertainment.

Theatrical results improved in the quarter due to strong performance of Monsters University compared to Brave in the same period last year. Film impairments were higher in the quarter, reflecting the impact of our write-down of The Lone Ranger.

During the quarter, we released Iron Man 3 on DVD, and while we are pleased with its performance, worldwide home entertainment results were down due to a difficult comparison with the release of the Avengers DVD in Q4 last year.

At Consumer Products, growth in operating income was primarily due to gains in Merchandise Licensing. Results were due to strong demand for a number of our key properties including Planes, Monsters University and Disney Junior. The increase in licensing this quarter also reflects the inclusion of Star Wars results. Licensing revenue was up an impressive 9% in the quarter and that’s on a comparable basis, so it excludes the impact of Star Wars.

At the interactive segment, operating income was up significantly in the quarter through the successful launch of Infinity. Segment results swung from an operating loss in the fourth quarter last year to an operating profit this year. As Bob said, the next test for Infinity will come this holiday season where we feel good about it’s prospects based on sales so far and the feedback we have gotten from retailers, consumers, and hardcore gamers.

During the fourth quarter, we significantly increased our pace of share repurchase by buying 21.8 million shares for about $1.4 billion and for fiscal 2013, we repurchased 71.3 million shares for $4.1 billion.

We remain committed to returning capital to our shareholders via share repurchase and dividends. We believe our shares are very attractive at these levels and as we have said, we expect to repurchase between $6 billion and $8 billion in stock during fiscal 2014. So far this year, we have repurchased 15.1 million shares for about $1 billion.

We feel very good about how we are positioned for fiscal 2014, given the underlying trends we are seeing in our business.

Before I conclude, let me proactively address a couple of questions you may have about 2014.

We expect total consolidated CapEx in 2014 to be about $1 billion higher than in 2013 with the increase, primarily due to increased investment in Shanghai Disney Resort.

As we have discussed in the past, capital spending for the Shanghai project will ramp meaningfully in 2014 and 2015 as we prepare for the resorts opening in late 2015.

While we fully consolidate all of Shanghai’s CapEx, our net contribution is only 43% of the total CapEx. Thus our CapEx will be up approximately $600 million. Domestic parks CapEx is expected to be essentially flat compared to 2013.

Pension expense is expected to decline in 2014 due to an increase in the discount rate. The lower pension expense will be partially offset by expected adverse impacts from foreign exchanged rates primarily due to a decline in the value of the Japanese yen. We expect the net impact of these two items to through result in a benefit of about $150 million for the year.

With that, I will now turn the call over to Lowell for Q&A.

Lowell Singer

Jay thank you and operator, we are ready for the first question.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. (Operator Instructions) And our first question comes from Alexia Quadrani from JPMorgan. Alexia, please go ahead.

Alexia Quadrani – J.P. Morgan Securities LLC

Thank you. Just two quick questions. First, just curious why you chose to put the Marvel movies on the Netflix rather on one of your own platforms like ABC or ABC Family?

Robert A. Iger

Well, we are already producing Marvel shows for our networks. ABC has S.H.I.E.L.D. and has developed another concept and we have shows on Disney XD. And when we look forward we realize that there were just so many Marvel shows we thought we could actually fit on to those platforms.

So we looked at other opportunities. There was a lot of interest from a variety of different distributors, new and traditional platforms and ultimately Netflix won out. They are in the business of creating original programming already. Obviously House of Cards is a great example of that. And we saw a scenario where they were only going to continue to buy more original programming and this seem like a good opportunity for us to provide them with some branded product that they haven’t had access to, except for the programming they get off channel once, in other words after its aired. So good opportunity we thought for them and a great opportunity for us.

Alexia Quadrani – J.P. Morgan Securities LLC

And just a follow-up question on the domestic part. So I think in the past you’ve sort of called out some incremental expense that we may see on different initiatives. I guess is there something incremental we should look out for in fiscal 2014? I guess where are you on the spending around MyMagic+ and then on MyMagic+ when we might see, I guess some signs or data points and how it’s impacting the business?

Robert A. Iger

Alexia, let me take the back end of your question, first on MyMagic+. So the situation we’re in right now is that we basically are continuing to roll forward with making this benefit available to more and more of our guests. And at this point if you’re staying on property at one of our hotels, you are basically a beneficiary of MyMagic+. And we’ve talked about the benefits in two basic categories in terms of financials of the company. The first, as it greatly improves the experience at Walt Disney World, we expect that as we have with everything else we’ve done to improve the experience at our parks to have an underlying increase in business, whether that’s more individuals coming to the resort every year or those individuals who comedown to Orlando, spending more time with us and having a better time. That tends to reverberate throughout our business in a very positive way.

And then, sort of easing some of the, let’s say, logistics of getting around the property, paying for things, entering the parks, getting in and out of the resort hotels, when you make that easier people tend to spend more time on entertainment and more time on consumables, be that food and beverage, merchandise, et cetera. So as we are still very much in the early days of rollout we haven’t been characterized in that impact, but we do expect this to be a net positive and growing the positive impact on our business in the years to come.

Relative to the front end of your question, on continued spending and ramp up of new initiatives in Florida, and that’s not only MyMagic+, which – the operating portion, of course cost are kicking in and we’re now seeing as we put the assets in place some of the depreciation that comes with that project being reflected in our expenses. But if you look at it on an overall basis, those new initiatives were accretive in 2013. We continue to be accretive in 2014. I said in my comments that the margin impact of that in fiscal 2013 was about 30 basis points on our overall margins and this year we are looking at about a $300 million expense item and more or less the same amount on the revenue side. So we’ll continue to see accretion into 2014 and ramping up beyond that.

Alexia Quadrani – J.P. Morgan Securities LLC

Thank you very much.

Robert A. Iger

You’re welcome.

Lowell Singer

Thanks, Alexia. Operator, next question please.

Operator

Our next question comes from Michael Nathanson from Moffett. Michael, please go ahead.

Michael Nathanson – MoffettNathanson LLC

Thanks. I have two for Jay, one on CapEx and one on housekeeping. Jay, on CapEx, we thought, and you just said MyMagic+ starts become an operating expense asset. I know you’ve been through building, your hotels and building new attractions. So was the CapEx in domestic business same level? What are you guys now spending it on? So we thought it ramped down a bit this year. So is there anything new project-wise that you guys have not announced yet that will be coming out?

James A. Rasulo

Yes. Michael, we are in the process of finishing up the Fantasyland expansion, not quite done. Of course we’ve got the underlying CapEx that both maintains and adds quality to our existing assets and we are beginning, as we’ve discussed, to spend some capital on AVATAR. And I want to reinforce for all of you that we’ve talked in shorthand frankly about AVATAR and AVATAR Land at Disney’s Animal Kingdom.

But for purposes of thinking about the economic benefit of this project, you really have to think of AVATAR Land the way we discussed Cars Land in shorthand. That is that Cars Land was part of an overall re-concepting and redelivery of Disney’s California Adventure, which had park-wide benefit in terms of volume and length of stay et cetera. AVATAR Land is playing a similar role in Disney’s Animal Kingdom as we are converting that park into a full-day experience that goes into the evening and expect to have impacts on the overall volume and length of stay at that park as we well.

So we’ve begun to spend capital on that, both aspects of the specifics of AVATAR Land as well as converting the Animal Kingdom to the point where it can be an evening experience as well as daytime. So the combination of those factors is basically keeping our domestic CapEx equal to what it was last year.

Michael Nathanson – MoffettNathanson LLC

Okay. And then just on housekeeping. I know you called out the impact on [indiscernible] ESPN U.K. changed for the quarter and for the year. ESPN gets changed I know, but at what point do you think the international affiliate fee growth will start to become less of a drag for you guys because I know just earlier you report one number affiliate fees. So what point you think it’s also a drag internationally?

James A. Rasulo

Well, let me hasten to add that the business model change on the ESPN U.K. decision i.e. to exit that business and therefore receive less affiliate fees was accompanied by more than a cost savings for that business and therefore that was a net positive on an OI basis even though it was a negative on international affiliate fees.

And secondly, we've moved to a free-to-air format. Our moving to a free-to-air format in Germany, which has also depressed what we're formally recognized as affiliate fees and will now be realized in the form of advertising. And more importantly in the biggest and wealthiest country in Europe as a brand lifter as the Disney Channel has been all over the world, as it we much, much more broadly distributed free-to-air than it had been in a relatively small Cable channel or with a partner.

Michael Nathanson – MoffettNathanson LLC

Okay, thank you.

Robert A. Iger

You’re welcome Michael.

Lowell Singer

Thanks, Michael. Operator next question please?

Operator

Our next question comes from Doug Mitchelson from Deutsche Bank. Doug, please go ahead.

Doug Mitchelson – Deutsche Bank Securities, Inc.

Thank you so much. So Jay, I don't have too much on the park CapEx, but I believe this time last year, you said that the CapEx driven growth initiatives would be breakeven overall in fiscal '13, but would start to drive profitability in 2014 and ultimately achieve double-digit returns and earlier in the call, you indicated that, it turned out there was some profitability in fiscal 2013, but wouldn't improve in fiscal 2014? So, I'm just curious what changed from where we were a year ago and has the return on investment profile, of the growth initiatives changed at all in your mind?

James A. Rasulo

I think if you look at – so, we said things would be breakeven in fiscal '14 [ph], they were actually a little more accretive than we originally thought at the beginning of the year and they continue to grow in their contribution on the revenue side, but as you can imagine with a project like MyMagic+ which had a very heavy IT investment which depreciates on a much more rapid basis than other normal assets we've put into place in world. We did expect the cost side, to bump up, even though the revenue side from the new initiatives continues to grow. And it really hasn't changed at all our perspective on the returns that we expect either on individually on any of these projects, or in total for the new investment we're putting in to the division.

Doug Mitchelson – Deutsche Bank Securities, Inc.

And then, one for Bob, it might seem like there's a bit of an arms race in terms of Theme Parks with both you and Universal building out more attractions and hotels. Universal obviously now with the backing of Comcast is investing much more aggressively. Do you think there's room in the marketplace for both of you with all of the investments that you're both putting in place?

Robert A. Iger

Yes, I do. They, I think they been investing over the years. Universal expanded before Comcast own them. Harry Potter actually was started well before Comcast own them. So do I think that they are going to ramp up substantially? I think the jury is still out, we will see just how much they're willing to invest and what kind of creativity they have to invest in, but yes, there is room in the marketplace. Sure.

Doug Mitchelson – Deutsche Bank Securities, Inc.

Thank you.

Lowell Singer

Thanks Doug. Operator next question please?

Operator

Our next question comes from Jessica Cohen from Bank of America. Jessica, please go ahead.

Jessica Reif-Cohen – Bank of America Merrill Lynch

All right, thank you. A couple of questions, I guess starting with China. As you kind of march towards the Shanghai opening in late 2015, can you talk about how you are going to build the Disney brand between now and then? Maybe as once it opens what do you think the halo effect will be on your overall business there?

Robert A. Iger

Well, we have been building the Disney brand over the years, Jessica, and we’re going to continue to. We’ve had continued growth or presence on television platforms although because of restrictions that is limited. We’ve grown nicely in the mobile space and online and we continue to grow at retail plus we’ve had some real success with some of our feature phones there, particularly as we’ve seen screens grow or the number of screens grow tremendously in China.

A lot of the activity though between now and when the park opens will be to grow the theme park brand. To make sure that not only the people know that it’s coming, but to give them a better appreciation for what will be in it, which we’ve not yet announced, but you can expect a lot of kind of making of kind of programming and things that are done in the marketplace that track what attractions will be in the park itself. So if we have a themed attraction based on, say a certain movie then it’s likely that you’ll see or the Chinese will see that move in the marketplace in a variety of different ways would be one example. So they can better appreciate the story.

We’re also opening or developing our first big store in China and that is actually in Shanghai, which will be used before it opens sort of a quasi visitor center to let people know more about the park itself, and it is in one of the highest traffic areas in Shanghai, just at the foot of the TV tower. Once the park opens we actually believe that we’ll have a significant halo effect on the brand. There will be a lot more interest in and appreciation of Disney stories and characters. And we intend to explore all different avenues to take advantage of that, but we’re right now focused mostly on building a great park and making sure that it is appropriately marketed so that people when they can go can really appreciate the experience better.

Jessica Reif-Cohen – Bank of America Merrill Lynch

Thank you. And then the second question, just totally different. But I was wondering if you could comment about what’s going on with Dish. I mean is there something really different this time in terms of rights or is this just short of – I mean retrans is maybe one issue, but things like the Hopper can you just kind of talk us through what the key issues are or – in any negotiation because it does seem to be taking longer than normal?

Robert A. Iger

Well, first of all we’ve had a productive negotiation and so progress is being made. There are still issues to be resolved and they could take some time, but as long as we’re making progress we are perfectly patient to see this thing through and avoid a blackout sorts of our channels, which we’d like to do.

You are right to suggest that this is complicated because these deals have gone well beyond just how many subs they’re going to provide and what fees they are going to pay us. Technology is creating a lot of complexity in terms of what we’re selling to them, in effect what they are buying and ultimately what they can do with the product that we’re making available. We want to make sure that we are open-minded and modern in our approach to recognize all the different changes in the marketplace that enable consumers to have better access to our product, but at the same time we intend to be steadfast in our desire in our strategy to protect the value of our intellectual property. It’s just complicated and right now, the negotiation is more about issues related to technology than related to the more standard issues of basically sub fees and distribution.

Jessica Reif-Cohen – Bank of America Merrill Lynch

Thank you.

Lowell Singer

Thanks, Jessica. Operator next question please.

Operator

Our next question comes from Todd Juenger from Sanford Bernstein, Todd please go ahead.

Todd Juenger – Sanford C. Bernstein & Co. LLC

Well, hi, thanks. Two, one that picks right up where we just left off. So, you get such intense scrutiny obviously on affiliate fees, and particularly with regards to ESPN. So, you just said how complicated it is. I'm trying to identify any other degrees of variability going forward. It seems like your message is that sort of the normalized growth rate, at least this past year, has been singles of affiliate fees.

We've talked a little bit about the international business change, about some renewals that could have an effect on that rate. Are there any other big material puts and calls that we should be thinking about and one that comes to mind is the WATCH Apps and whether they could influence that track rate?

And then the second sort of housekeeping call, similar on Consumer Products, thanks for getting us the number ex-Lucasfilm for the quarter. Just looking into next year, we have got the Lucasfilm going on but then you also – your App's in the Pixar movies so just any help you could give in terms of how we should think about the puts and takes on the growth of that business with those two ins and outs?

Robert A. Iger

On the ESPN front I think that you are likely to see nothing particularly dramatic to change the trajectory of growths of ESPN over the next five years or so, partially because a lot of our distribution deals are done, as are a lot of our licensing deals for sports rights. We have seen across all of our Media Networks tremendous adoption of our WATCH Apps and significant usage of those apps. And in the deals that we are cutting with distributors we are getting paid so that they can provide access to their subs for mobility or for the WATCH Apps.

In other words TV Everywhere, is something that actually is adding to our subscription revenue because they’re making it available to their customers and it is a rather compelling product because suddenly as you know, Todd, the customer is no longer basically confined to just having watch the multichannel service in the home. They can really watch it everywhere. The number of subs that will have this service and in effect the growth in sub piece from it is only going to continue as we cut more deals with distributors.

The other thing that's going to occur is at some point presumably in around the year we're going to start getting consumption measurements from Nielsen on these apps and that will allow them to generate more advertising revenue than they're generating today. I can't quantify for you what that may be, but I think it is safe to assume that at some point in, sort of, 12 months or so, we'll start seeing even more growth in advertising revenue from Disney, ABC and ESPN mobile consumption. And that could be an interesting growth – or create an interesting growth spurt for us in revenue.

James A. Rasulo

On the second half of your question Todd, let me give you some sense of why we are excited about for DCP licensing in the coming year. First of all, just as a matter of fact, we will have three quarters of Lucas in the numbers as opposed to this year, we will have all four quarters versus three quarter, but if you think about on the kinds of properties we will have in the market on the theatrical side, first of all Spiderman will benefit from the Q3 2014 release of it, that’s like in May and we historically and very much expect to see a lift in our license revenue there.

For the slightly younger audience I think we will see both DVD release and in Q4, the second film release of Planes. And Planes has turned out to be an incredible juggernaut on the DCP side with license merchandise because it not only has its own following and its own characters and it’s own new merchandize that it adds to the market, but because it’s from the world of cars, it tends to reinvigorate the interest in those characters as well and [indiscernible] very well in 2014.

And for our youngest audience, the Disney Junior properties are absolutely on fire Bob, refer to the ratings and the strength of Disney Junior and whether it’s so Doc McStuffins, Manny, or Jake and the Never Land Pirates they are experiencing double digit growth rate now on the licensing side and we expect that to continue as those franchises are still all relatively new and all very much in the growth stage with the marketplace.

If you went out this year for Halloween, you bump into a lot of little doctors and lot of little pirates and guess what, that’s where kids interest are and therefore, their parents purchases this all.

Todd Juenger – Sanford C. Bernstein & Co. LLC

Very helpful, thank you Bob.

Lowell Singer

Thanks Todd, operator, next question please.

Operator

Our next question comes from Vasily Karasyov from Sterne, Agee. Vasily, please go ahead.

Vasily D. Karasyov – Sterne, Agee & Leach, Inc.

Thank you, good afternoon. I have a question on the income in the earnings of [indiscernible] for cable. If I am doing my math right, there seems to be a material deceleration quarter-on-quarter and year-on-year. So I was wondering what the nature of that is and how representative that will be of the run rate in fiscal 2014?

Robert A. Iger

Thanks Vasily for that question. Little bit unusual for A&E where a lot of our income of invest comes from. A&E had a big investment period in the fourth quarter, I don’t see that as typical. If you look at the full year impact of the contribution from A&E, it’s strong, it’s been growing. We expect it to be strong into the future and I’d see Q4 more as an aberration and that is what is driving those numbers.

Vasily D. Karasyov – Sterne, Agee & Leach, Inc.

All right, thank you very much.

Robert A. Iger

You are welcome.

Lowell Singer

Thanks Vasily. Operator, next question please.

Operator

Our next question comes from Tuna Amobi from S&P Capital IQ. Tuna please go ahead.

Tuna N. Amobi - S&P Capital IQ Equity Research

Thanks a lot. So I guess my first question Bob, could you explain your television station, there has been some reports about potentially selling that, which I was surprised about, given all the talk about retransmission, is there any scenario where that doesn’t become a strategic asset for ABC and separately from your earlier comments regarding the mobile initiatives at ESPN, I was trying to get your thoughts on the monetization of C7 ratings. It almost seems to become a moot point for ESPN, given a) their live viewing of the sports programming, and also b) your integrated multi-platforms sales.

So I am just wondering, if some of your peers have talked about C7 coming to fruition perhaps as early as next year. Do you feel like your less invested at ESPN on that and perhaps going to diverge ABC given your comments that ABC seems to be getting a lot of ratings uplift on the extended view? So I am just kind of trying to put together your strategies there for C7. Is there going to be a divergence versus ESPN and ABC, if that makes sense?

Robert A. Iger

Yes. That makes sense. You are right, because most of ESPN's viewing is live. We don't expect much of a lift from a ratings or a revenue perspective for either C3 or C7 for ESPN. By the way on the C7 side, while there has been some, I guess, a couple of deals done on C7, we certainly like to see more because of the significant consumption beyond C3. I'm not sure that's going to happen very quickly. You mentioned a year that sounds aggressive to me. I don't think the advertising market place is going to move that fast.

On the first question, we haven't commented about the station, so your reading was complete speculation from, I can't remember whether it was the press or the investment community, but neither one necessarily reflects the opinion or the attitudes of this Company. These have been good assets for us. They've been run extremely well. They're number one in most of the markets, we only have eight by the way and I think as long as we're in the Network business, we'll be in the station business. We don't comment about acquisitions or divestitures, but I don't think it would be wise to either predict or to conclude that these assets were on the market.

Tuna N. Amobi - S&P Capital IQ Equity Research

Okay, that’s helpful. Thank you.

Lowell Singer

Thanks, see you now. Operator next question please.

Operator

Our next question comers from Barton Crockett from FBR Capital Markets. Barton please go ahead.

Bart E. Crockett – FBR Capital Markets

Okay, thanks for taking the question. I was interested in a little bit more on the Netflix Marvel deal. Do you see this as a platform putting shows on Netflix that could drive enough viewership that it actually could help make these bigger brands from a licensed merchandise perspective in other ways?

Robert A. Iger

I do. I think that's a good question. Marvel has thousands of characters and it would not have been possible if – it is not possible to mime them all with filmed entertainments. And in fact, while these characters are attractive characters, they're not among the most popular and they are characters that we probably were never going to make feature films about. Although, if they're popular on Netflix, it's quite possible they could become feature films. So I think that there are a number of ways for Marvel to create more sort of value opportunities or value generating opportunities and this is one of them, and it's also, I think happens, as I mentioned earlier, happens to be great for Netflix.

They're looking to make more original programming. It's branded. There's a huge fan base. I looked today just at comments that were being made about this deal from, I'll call it the Marvel fan base, and other than the chatter about the dating of the Star Wars film, this was among the most talked about step out there today.

Next to of course, I guess the IPO of Twitter. Although the dating of Star Wars was the number one tweeted or trending subject on Twitter today, I thought was also interesting. Anyway, this is, I think, a great opportunity for Marvel to create more brand value and to create more character value and I think it's only one step in a direction that will lead to much more value being mined at Marvel and ultimately, Lucas, there's Star Wars, other ABC production capabilities and of course Disney. There are more opportunities beyond our platforms to produce product for them.

Lowell Singer

Okay, operator. Next question please.

Operator

Our next question comes from Marci Ryvicker from Wells Fargo. Marci please go ahead.

Marci Ryvicker – Wells Fargo

Thanks. I have two questions Jay. You mentioned Shanghai CapEx for fiscal 2014, which is curious how we should think about operating expenses. And then secondly, the pick-up in the share repurchase activity for this year, should we take this as a signal that there is nothing on the horizon in terms of M&A? Just trying to understand what prompted the change and if this level of share repurchase activity is more of a trend rather than just a one year event?

James A. Rasulo

Thanks Marci. So obviously the vast majority of our spending in Shanghai is capitalized and will show up as roughly the 43% of – roughly $600 million as I mentioned in the comments. On the operating – but there are operating expenses, you're absolutely right. Those are in round numbers, $100 million, I don’t know if they will wind up being a little less than that, because we tend to plan conservatively and has to do with of course the onboarding of the operating team, the onboarding of the management team, sending a lot of people to our existing Parks to become trainers of future employees kind of in the train the trainer mentality.

And we did that extremely successfully in Hong Kong with a staff that was very unaccustomed to what Disney operations were like. We will do the same thing in Shanghai, actually we have already begun and we will continue to ramp that up. So, on fiscal year 2014 to make a very simple question easy, about $100 million, I'd use that in your thinking. Second part of your question was?

Marci Ryvicker – Wells Fargo

In terms of the share repurchase, is that a signal that there is no M&A or something that's going to continue?

James A. Rasulo

No. I would signal that. We have talked about the fact that a lot of these investments that we have put in place would eventually contribute to our cash flow. We see that clearly manifesting itself in our planning in the coming years. And while we are absolutely happy with our single A rating, the strategic position it gives us in the capital markets, we feel that we’ve got the capacity, we had the capacity to increase our return of capital to shareholders.

We are not cash hoarders. But I don't think you should read it as a signal about M&A. Now I am not – on the other hand I am not trying to signal you that there is something imminent, but on the other hand I wouldn't signal it as, hey, Disney is out of the M&A business, because it has been an incredible, a growth vehicle for the company.

Year in and year out, we have used acquisitions successfully to add to the IP of the company and the distribution capabilities of the company and of course we’re in a dynamic marketplace that we’ve been talking about for call after call and we don’t want to standstill and act as if we have everything in our hand that could potentially continue to grow the company. So I wouldn’t read that either way, but I think we’re a company with incredibly strong balance sheet that has the capacity to both engage in returns to shareholders as well as opportunistic M&A.

Marci Ryvicker – Wells Fargo

Great. Thank you so much.

Lowell Singer

Thanks, Marci. Next question please operator.

Operator

Jason Bazinet from Citi. Jason, please go ahead.

Jason Bazinet – Citi

Just another question from Mr. Rasulo, within the Consumer Products segment, at least historically, as far back as I can go with the operating income margins sort of peaked in Q1. This is the first year I can find we are peaked in Q4 and you mentioned a 9% up on licensing ex-Star Wars, but that number doesn't seem, I guess, extraordinary to me when I look at history. So is there anything else going on that's more fundamental that would cause the magnitude of margin expansion and does it foreshadow something structurally different in terms of the margins for this segment? Thanks.

James A. Rasulo

Yes, I would say that your observations are correct. Obviously, the Lucas edition has contributed to margins. We said when we did both the Marvel and Lucas acquisitions that we had the onboard capability to absorb the licensing of those franchises without increases in overhead, which of course, gives you incremental margins that are better than your average margins, but we've also had very significant worldwide improvement in our Disney Store business and you can imagine that when you're looking at the blend of businesses that Consumer Products engages in, both from the licensing side, where margins are enormous, to the retail side, where margins are – where you know they are in retail, no improvement in that and improves the overall margin. So we're pretty happy with a division that's pretty much firing on all cylinders at this point.

I also think that when you consider that we've got Disney, Marvel, Pixar and Lucas products in the marketplace that the scale that that generates, creates margin expansion and general growth opportunities, some of it comes just from gaining access to more shelf space, some of it comes from basically being able to cut better deals as well. It's just a healthy collection of assets that retailers and licensees around the world are really interested in.

Jason Bazinet – Citi

That’s helpful. Thank you.

Lowell Singer

Thanks, Jason. Operator, the next question please.

Operator

And our next question comes from Vijay Jayant from ISI Group. Vijay, please go ahead.

David Joyce – International Strategy & Investment Group

Thank you. This is David Joyce for Vijay. In thinking about the longer-term free cash flow generation and capital returns for the company, we are trying to contemplate the capital expenditure profile past 2015 and in particular given that the Disney cruise ships are so successful and they are booked the year in advance and they are at industry leading load factors. When would you decide if you need to add to the fleets? Say there is obviously a need for a long lead time there. Thanks.

Robert A. Iger

We are not currently contemplating adding to the fleet, Vijay. We like the itineraries that are available to us. We have had a number of conversations about potential itinerary expansion and frankly given the business that we're in or the aspect of the business that we're in, the opportunities are not that numerous. I think eventually Asia will open up to the cruise business, but when it opens up to the family cruise business we are still unsure of and my guess is that it won't open up in the very near term.

So yes, we are not really at the moment contemplating adding to our fleet. We think that we have some interesting opportunities to expand the itineraries of our current four ship fleet but we are not going to need a fifth ship to take advantage of flow of itinerary opportunities for a while.

David Joyce – International Strategy & Investment Group

All right thank you.

Lowell Singer

Okay, operator we have time for one more question.

Operator

And our next question comes from Alan Gould from EverCore, Alan please go ahead.

Alan S. Gould – Evercore Partners

Thank you. I’ve got a question about the Cable Networks. The growth in the Cable Network operating income was much lower this year. Margins were roughly flat with last year. I know there's a lot of incremental sport rights costs, and I know next year you have the new NFL contract. Are we going to – your sports cost is going up for the next 10 years, as you've said? Should we be seeing margin expansion or should it stay flattish for a while, given all the incremental costs that are coming onboard?

James A. Rasulo

Thanks Alan. Let me – I guess, when you talk about Cable as a whole it obviously encompasses a lot of things, the ESPN and it's network – it's part, the domestic Disney channel, international Disney channels and the A&E Network. They all wind up in the same basket. Of course, when you look at an aggregate number, it's very hard to decipher for you guys what's going on within.

Let me say this that ESPN adjusted Cable OI was up 6%. ESPN was significantly higher than that as were the domestic Disney channels, way beyond 6%. I don't want to give specific as to how high they were, but well beyond 6%. What you're seeing that ends up averaging down is the investment in the A&E Network that I mentioned before that shows up in that line as well as a pretty significant investment, the heaviest investment in its lifetime for the launch of the Germany free-to-air channel. And it does take a fair amount of work and money to put up a channel that you expect to be successful in a big country, and that is depressing the average, pulling it down to that 6%.

So, I know it may not be that satisfying, and I am not giving you specific numbers, but they're much stronger up in the high singles and low double-digits for our core networks, and the balance is the opposite as I just mentioned.

Alan S. Gould – Evercore Partners

Okay thank you for that clarification Jay.

James A. Rasulo

Welcome Alan.

Lowell Singer

Thank you. Thanks again everyone for joining us today. Note that a reconciliation of non-GAAP measures that were referred to on this call to equivalent GAAP measures can be found on our Investor Relations website.

Let me also remind you that certain statements on this call may constitute forward-looking statements under the securities laws. We make these statements on the basis of our views and assumptions regarding future events and business performance at the time we make them and we do not undertake any obligation to update these statements. Forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from the results expressed or implied in light of a variety of factors including factors contained in our Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. This concludes today’s call. Have a good afternoon everyone.

Operator

Thank you, ladies and gentlemen. This concludes today’s conference. Thank you for participating. You may now disconnect.

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