Time Warner Management Discusses Q4 2013 Results - Earnings Call Transcript

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Time Warner (NYSE:TWX)

Q4 2013 Earnings Call

February 05, 2014 10:30 am ET


Michael Kopelman - Senior Vice President of Investor Relations

Jeffrey L. Bewkes - Chairman of The Board and Chief Executive Officer

Howard M. Averill - Chief Financial Officer and Executive Vice President


Michael Nathanson - MoffettNathanson LLC

Richard Greenfield - BTIG, LLC, Research Division

Benjamin Swinburne - Morgan Stanley, Research Division

Douglas D. Mitchelson - Deutsche Bank AG, Research Division

Jessica Reif Cohen - BofA Merrill Lynch, Research Division

Alexia S. Quadrani - JP Morgan Chase & Co, Research Division


Welcome to the Time Warner Inc. Fourth Quarter 2013 Earnings Call. My name is Joe, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Mr. Michael Kopelman, Senior Vice President of Investor Relations at Time Warner. Mr. Kopelman, you may begin.

Michael Kopelman

Thanks, and good morning, everyone. Welcome to Time Warner's Fourth Quarter and Full Year Earnings Conference Call.

This morning, we issued 2 press releases, one detailing our results for the fourth quarter and full year and the other providing our 2014 full year business outlook, which excludes Time Inc.

Before we begin, there are 3 items I need to cover. First, we refer to certain non-GAAP financial measures. Schedules setting out reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in our earnings release and trending schedules. These reconciliations are available on our website at www.timewarner.com/investors. Reconciliations of our expected future financial performance are also included in the business outlook release that is available on our website.

Second, today's announcement includes certain forward-looking statements, which are based on management's current expectations. Actual results may vary materially from those expressed or implied by these statements due to various factors. These factors are discussed in detail in Time Warner's SEC filings, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q.

Time Warner is under no obligation, and in fact, expressly disclaims any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

And lastly, in the fourth quarter, the company separated its former network's reportable segment into 2 reportable segments: Turner and Home Box Office.

In addition, during the fourth quarter, the company changed the name of its Film and TV Entertainment reportable segment to Warner Bros., and its publishing reportable segment to Time Inc. The new presentation had no impact on the historical consolidated financial information previously reported by the company.

Thank you, and I'll turn the call over to Jeff. Jeff?

Jeffrey L. Bewkes

Thanks, Mike, and thanks for listening in this morning. 2013 was another very successful year for the company. We grew adjusted operating income 8%, adjusted earnings per share increased 16%, we generated over $3.5 billion in free cash flow, and we returned almost $5 billion to stockholders through buybacks and dividends.

These accomplishments were the result of a strategy that served us very well, not just last year, but for the past 5 years.

Between 2008 and 2013, we grew adjusted operating income at close to a double-digit compound annual growth rate, and we turned that into average annual growth and adjusted EPS of more than 20% a year.

We've achieved that through a combination of solid revenue growth, tight cost control and disciplined capital allocation.

In fact, over that period, we allocated nearly $20 billion to dividends and share repurchases.

As we announced this morning, we anticipate another year of double-digit growth and adjusted EPS, excluding Time Inc., in 2014. And we're committed to continue providing direct returns to stockholders, as evidenced by the new $5 billion share repurchase authorization and 10% increase in our dividend approved by our board. That marks the fifth straight year we've increased our dividend double-digits.

The consistency of our performance over the last few years is a result of our unwavering focus on the same key objectives that we've been talking to you about for quite a while.

First and foremost, we're investing aggressively in the best content. Second, we're focused on harnessing technology and developing new business models to increase the value of our content to consumers and distributors and drive growth for our businesses. Third, we're increasing our presence in the most attractive international territories to take advantage of growing demand for our content outside the United States. And fourth, we're constantly striving to optimize our operating and capital efficiency to drive improved returns.

So let me briefly talk about the progress we made on each of those objectives in 2013 and how we have positioned ourselves for success in 2014 and beyond.

I'll start with our investment in great content and storytelling, the heart of what we do.

At Turner, we're significantly increasing our investments in programming, particularly in originals, to keep our networks at the very top of the industry.

TBS finished 2013 as the #1 cable network in prime time in adults 18 to 49 for the first time in over a decade.

The Big Bang Theory remains a big part of that success and was once again the #1 comedy on ad-supported cable.

But TBS has also been building a strong stable of original hits, with Cougar Town, Ground Floor, Sullivan & Son and Men at Work, all among the top 10 original sitcoms on ad-supported cable this year.

And while TNT has hit a bit of a soft patch the past few months, it still finished 2013 as the #2 cable network among adults 25 to 54 in total day, and #4 in prime time among adults 18 to 49.

Four of TNT's hit shows, Rizzoli & Isles, Major Crimes, Falling Skies and Perception, were among the top 15 originals in prime time on basic cable. That's more top hits than any other basic cable network.

In 2014, TBS and TNT are going to increase their investment in high-quality originals by approximately 20%, including some high-profile new launches from TNT later this year: The Last Ship, Legends and Murder in the First.

Turner is also raising its game in high-profile sports. Our March Madness coverage will include Elite Eight and Final Four games for the first time this year. That bolsters a strong lineup of sports that already includes the NBA and Major League Baseball.

Adult Swim is also on a roll. It had its highest viewership ever in 2013, growing its total day audience double-digits in audience 18 to 34, and finishing as the #1 cable network in that demo for the ninth straight year.

As Adult Swim has grown in popularity, we've continued to expand its programming hours. And in April, we're going to add another, expanding it to the 8 p.m. hour.

In 2013, CNN overtook MSNBC as the #2 cable news network in total day viewership.

But we still have a lot of work to do. In 2014, CNN is focused on remaining the place where viewers turn for breaking news, revamping prime time, broadening the programming schedule to better hold audiences during slower news cycles, and extending its leadership in multi-platform news.

truTV had a dip in its performance in 2013, but it remained a top 20 basic cable network among men, and we have a lot of confidence in the direction new leadership is taking it. We think there's significant opportunity to both grow audience and better monetize its position as we refresh tru's programming in the second half of this year.

The strength of Turner's brands and success of our programming strategy have been reflected in our recent affiliate negotiations.

Since we last reported earnings, we've signed 3 additional top 10 U.S. distributors to long-term affiliate agreements. That means that during this negotiating cycle, we have now signed 7 of the top 10 distributors including 2 of the top 5.

All these deals have been consistent with our expectation that Turner will average double-digit growth in domestic subscription revenue over the next 3 years. You will start to see the impact of many of those deals in the first quarter, and given our progress to date, we now have even more confidence in that multi-year outlook.

Now speaking of high-quality, high-impact programming, HBO remains in a league of its own. This year, HBO won 27 Primetime Emmy Awards, the most of any network for the 12th year in a row, and tied for the most Golden Globes of any network.

HBO's value to its viewers and distribution partners was evident in the continued growth in its subscriber base.

Last year, HBO added almost 2 million subscribers in the U.S., its highest increase in 17 years. That included solid growth across both HBO and Cinemax.

HBO is going to up the ante again in 2014, increasing its original series hours and investment in original programming. That includes returning hits like Game of Thrones, Boardwalk Empire, True Blood and Girls, as well as 5 new series. One of those, True Detective, is already looking like it will be one of HBO's biggest hits. It premiered to critical acclaim last month, and the cumulative audience for its first episode has already passed 10 million [ph] viewers.

We're also excited about The Leftovers, a Warner Bros. show from Damon Lindelof, which debuts in June and could be the next big hit for HBO.

Now let's turn to Warner Bros. It had a banner year creatively and commercially in film and television production, leading the industry by practically any measure and recording the highest profits in its history.

Theatrically, Warner Bros. led both domestic and international box offices, crossing $5 billion in global box office for the first time in its history. That included 7 movies with more than $300 million in global box office, led by hits such as the second installment of The Hobbit, Gravity and Man of Steel.

Warner Bros. films also received an industry-leading 21 Oscar nominations, including Best Picture nominations for Gravity and for Her.

In 2014, we had another strong slate, led by titles like the Lego Movie, which opens this Friday; Edge of Tomorrow, starring Tom Cruise; Jupiter Ascending, from the Wachowskis; Godzilla; Christopher Nolan's Interstellar; and the final installment of The Hobbit.

In television production, Warner Bros. was also unrivaled in 2013. Over the course of this TV season, Warner's will have produced 32 shows for broadcast networks, again more than any other studio.

Among adults 18 to 49, these shows include the #1 comedy in The Big Bang Theory, the #1 unscripted show in The Voice, and the #3 drama in The Following. And including our production for cable networks, Warner TV is producing over 60 shows in total this season.

Let me turn to our second area of strategic focus, digital. Our goal is to give consumers more ways to access our content on more platforms. That will increase the value of our content to consumers, bolster our existing businesses and open up additional opportunities for monetization.

For example, Turner continues to lead in providing TV Everywhere rights to its distribution partners. This last year, Turner expanded its TV Everywhere offering to include live streaming of its networks in and out of the home. And Turner is now working to provide modem-based authentication for TV Everywhere, reducing the need for people to sign in.

As we've said in the past, we think distributors need to accelerate the deployment of TV Everywhere capabilities, invest in better consumer interfaces and simplify authentication. Those will be key areas of focus for us in this year, 2014.

Turner's digital efforts aren't limited to TV Everywhere. For instance, Bleacher Report grew its monthly unique visitors by almost 40% in 2013 and ended the year as a top 3 digital sports destination.

And CNN remained the #1 multi-platform provider of news in the U.S., significantly outstripping its cable news peers and leading the industry, the news industry, in mobile users.

HBO continues to set the standard for the industry with its TV Everywhere apps, HBO GO and MAX GO.

In 2013, active users of HBO GO grew over 30% and average monthly usage increased by double digits. HBO GO is now available in 23 countries outside the U.S. as well. And HBO will be investing even more this year to make the HBO GO user experience even better.

In home entertainment, Warner Bros. is also making progress in improving the user experience for its digital products. One of the most important initiatives on that front is UltraViolet, the industry standard designed to make it easier for consumers to access their content on multiple platforms.

UltraViolet ended 2013 with more than 15 million accounts. That's a 65% increase from the end of 2012. Awareness still needs to improve, but the consumers who use UltraViolet love it. And we think more and more consumers will enjoy its benefits as retail support continues to increase.

You can see the impact that improving experience is having on consumer behavior in almost 50% growth in electronic sales for the industry last year. That helped drive an increase in domestic consumer spending on home entertainment for the first time in 8 years.

With UltraViolet now available in 9 countries outside the U.S. and plans to expand further, we're hopeful we'll also see stabilization in international home video revenue over the next few years. That's a perfect segue to our third strategic objective, which is international growth.

Including HBO's unconsolidated ventures, we generated nearly $10 billion in revenue outside the U.S. in 2013. That's 1/3 of our revenue. We think there is a big opportunity to grow this over time, given the increase in multi-channel TV penetration, the expansion of premium and SVOD services into new territories and growth in theatrical screens in emerging markets.

And our biggest international business is at Warner Bros., which generates nearly half its revenue from outside the U.S.

In 2013, Warner's grossed over $3 billion at the international box office, with 10 movies grossing more than $100 million.

Warner's also continues to expand its international TV business, with revenue approaching $1.5 billion in 2013.

Perhaps our biggest international opportunity is at our international networks. Including HBO's unconsolidated joint ventures, our international networks generated more than $3 billion in revenues and over $750 million in adjusted operating income in 2013.

Despite a continued drag from foreign exchange, we're on track to take that to $1 billion in the next couple of years.

We're seeing particularly strong growth in Latin America, where Turner grew its revenues double-digits and grew its profits by over 25%.

Latin America is also a source of strong growth for HBO, which helped drive its international subscriber base up over 15% in 2013 to end the year with 84 million HBO subs outside the United States. That means HBO ended the year with almost 130 million subs globally.

As we make these investments in content, technology and international expansion, our fourth objective is to improve our efficiency to help fund them.

To that end, we announced last month the sale of our office space at Columbus Circle in New York. Our intention is to relocate our headquarters and all our New York City-based operations to a new tower in the Hudson Yards development on the West Side of Manhattan, beginning in late 2018.

That would include approximately 5,000 employees from across Time Warner Corporate, HBO, Turner and Warner Bros. Moving into a dynamic new complex will foster even more collaboration and creativity across our businesses. And by consolidating space from 7 buildings throughout the Metro area, we'll be able to reallocate substantial savings to our primary business of creating valuable and engaging content for audiences around the world.

We're also pleased with the progress Time Inc.'s new management team is making in its preparations to become an independent publicly traded company, and we remain on track to complete the spinoff in the second quarter of this year.

In closing, we had a tremendous year in 2013. We posted record financial results while investing aggressively for the future. We also put in place the next generation of leaders, with new CEOs at each of our divisions. And with the decision to spin off Time Inc., we set ourselves on a path to being a pure-play content company, with an emphasis on video and television in particular.

So we're embarked on an exciting new phase for the company, and with our strong brands, leading scale and focused strategy, I'm more confident than ever in our prospects to drive attractive growth in 2014 and for many years to come.

With that, I want to turn it over to Howard for his first earnings call as our Chief Financial Officer. Take it away, Howard.

Howard M. Averill

Thanks, Jeff, and good morning. I'll begin by referring to the first slide of our presentation, which is now available on our website.

As Mike noted, we're breaking out HBO and Turner for the first time with these results. As we become a smaller, more TV-focused company, we hope you will find the new presentation helpful.

Starting with consolidated results. As Jeff discussed, we had another great year in 2013, with revenues up 4%, adjusted operating income up 8%, and adjusted EPS up 16%.

Turner, HBO and Warner Bros. all posted record adjusted operating income. And if you exclude Time Inc., adjusted OI grew over 9%, and adjusted EPS grew 19%.

We were able to achieve all that despite a slight dip in adjusted OI in the fourth quarter. And that was largely related to the impairment of programming at Turner, as well as the timing of programming and related marketing spending at Turner and HBO.

Even so, we limited expense growth to 3% this year and drove margins up almost 100 basis points, our fifth straight year of margin expansion.

Over those 5 years, margins have increased over 600 basis points. We remain intensely focused on managing our cost structure in order to free up resources to invest even more in our businesses. And we expect that focus will allow us to continue to grow margins over the next several years.

Adjusted EPS was up slightly in the quarter and 16% for the year, our fifth straight year of double-digit adjusted EPS growth. And that was despite a drag on this year's earnings due to equity losses from CME.

Along with our strong full year operating performance, growth benefited from a lower effective tax rate and $3.7 billion in share repurchases.

So combining our repurchases with $1.1 billion in dividends, we returned almost $5 billion to stockholders in 2013. This is an increase of more than 10% year-over-year and exceeded our free cash flow by more than 35%.

And as evidenced by the dividend increase and new repurchase authorization we announced this morning, we remain committed to delivering significant direct returns to shareholders.

So we're really pleased with our performance in 2013, and we feel great about how we are positioned going into 2014 and beyond.

As you saw this morning, for the first time, we are providing a full year outlook for the company, excluding Time Inc. Following a spinoff, which we expect will occur in the second quarter, Time Inc. will be reflected as discontinued operations in our consolidated financial statements and will no longer be reflected in our adjusted EPS.

Excluding Time Inc., we anticipate another year of double-digit growth in adjusted EPS. I'll provide additional context around our outlook as we go through the presentation.

Now turning to the segment highlights. I'll begin at Turner, where we achieved record adjusted operating income for the year despite a slight decline in the fourth quarter. Advertising revenues grew 5% for the year and a modest 1% in the quarter, a little lighter than we had originally expected. And that was due to a combination of softer-than-expected ratings and a weak scatter market in November.

Domestic advertising was flat in the quarter. That included mid-single-digit growth at the entertainment networks, including kids and young adults. Domestic news declined double-digits in the quarter, owing to the comparison against the 2012 U.S. presidential election and ongoing softness in the news advertising marketplace.

International advertising was up modestly in the quarter. That reflected healthy growth in Latin America, while performance was softer elsewhere, particularly in Asia and international news.

Looking ahead to the first quarter of 2014, we anticipate total advertising to grow in the mid- to high-single-digits. Scatter pricing is up high-single to low double-digits over the upfront, though ratings will likely remain somewhat of a drag on our performance.

Also keep in mind that we will be airing 2 NCAA Elite Eight games, which we expect to provide a boost of around 200 to 300 basis points to total ad growth in the quarter.

Similarly, second quarter ad growth will benefit by around 300 to 400 basis points from the airing of 2 Final Four games. That revenue will come with additional expenses, such that the net impact will probably be a slight drag on adjusted OI.

Moving on. Subscription revenues were up 6% in the quarter and 5% for the year, and that included an FX drag of approximately 100 basis points for both periods.

Excluding the impact of FX, international Subscription revenue grew double-digits in both the fourth quarter and for the year, and Latin America was once again our strongest region.

As we look forward, we should start to see the benefits of Turner's domestic affiliate renewals in the first quarter. We also continue to see healthy subscriber dynamics in international territories, though FX headwinds remain a drag there.

Taken together, we anticipate an acceleration in our Subscription revenue growth into the high single-digits.

Adjusted operating income was up 6% for the year, but down 3% in the quarter. The decline in the fourth quarter was a result of a significant increase in programming expenses, which grew 12%. That growth included around $70 million of programming impairments related to our decision to stop airing certain programming due to its poor performance. We also significantly increased our investment in original programming and related marketing spend at our domestic networks in the quarter.

Even with the ramp-up in programming and marketing spend in the fourth quarter, for the year, programming expenses were up just 6%, and we limited total expense growth to 4%. And we were able to do that by keeping SG&A essentially flat, reflecting our continued commitment to tightly managing overhead costs.

So all in all, we had another good year at Turner. Excluding programming impairments, adjusted operating income would have grown about 8% for the year and margins would have expanded over 100 basis points. And we think we're in great position to grow at attractive levels in 2014 and beyond.

Moving on to HBO. We had another year of healthy margin expansion and strong growth in adjusted operating income. Subscription revenues were up 8% in the quarter and 6% for the year. And the consolidation of HBO Asia and HBO Nordic contributed around 400 basis points to the growth in the quarter, and approximately 100 basis points for the year.

Domestically, we had relatively steady Subscription revenue growth throughout the year. And as Jeff mentioned, HBO and Cinemax, together, added almost 2 million domestic subscribers in 2013.

Keep in mind, the majority of these subscriber additions are non-revenue-generating. Still, the subscriber gains reflect very healthy demand for HBO. So as we look ahead, we feel good about the trajectory of Subscription revenues.

Turning to content revenues. We saw a 9% drop in the quarter, and that was mostly due to soft demand for home video library product. However, we continue to see very healthy demand for the licensing of our content internationally, and these revenues were up solidly for the year.

HBO has been investing significant resources in its international operations in recent years, and including HBO's unconsolidated joint ventures, international accounted for approximately 1/4 of HBO's total revenue in 2013. That was helped by solid double-digit growth in subscribers, with particularly strong growth in Latin America.

Given positive trends, we anticipate that international will be an even larger portion of HBO's future -- business in the future.

Adjusted operating income was down 4% in the quarter, but would have been flat without the consolidation of HBO's international properties I noted earlier.

On the cost side, programming expenses grew 12%, with HBO Asia and HBO Nordic contributing nearly 800 basis points to that growth.

Increased spending on originals also contributed to programming expense growth, and we ramped up marketing spend in the quarter to support our original programming lineup, including high-profile first quarter launches, such as True Detective.

Despite the drop in the fourth quarter, adjusted operating income grew 8% for the year, and margins expanded 130 basis points. So we had another good year financially while growing our subscribers significantly, both in the U.S. and internationally. And that gives us a lot of confidence about the opportunity for continued attractive growth in the years ahead.

Turning now to Warner's, where the studio ended a record year with a record quarter. Adjusted operating income grew 4% in the quarter and 7% for the year to over $1.3 billion. Theatrically, we had a tremendous year, ending #1 at both the domestic and international box office. Our fourth quarter theatrical results were highlighted by the strong performances of Gravity and the second installment of The Hobbit.

On the TV side, revenue and associated profits were down for the year, in part due to the comparisons against the syndication of The Mentalist in 2012. But Warner's remained the industry leader in shows produced for broadcast networks, and we continue to see healthy demand for our content, both domestically and internationally.

So TV production remained the largest contributor to the segment, and we feel good about the trends here.

The performance of our video games slate was also a meaningful contributor to growth this year, led by the fourth quarter release of Batman: Arkham Origins and continued strong results of the LEGO franchise.

This is an area where we have been able to leverage our brands and IP to develop new franchises and where we see the opportunity for further growth in the coming years.

Across theatrical and TV, home entertainment revenue declined 6% in the quarter and 3% for the year. Both of those included a pretty tough comparison to the release of The Dark Knight Rises in the fourth quarter of 2012.

In addition, we have seen some softness in catalog. However, we're seeing very positive trends in digital across both theatrical and television product, with electronic sell-through up over 50% in the quarter and over 40% for the year. That mirrors trends in the broader industry, as initiatives like UV that we have championed are starting to have a significant impact. After 8 years of declines in total consumer spending, the industry grew 1% in 2013. That's a reflection of digital revenue growing fast enough to make up for physical declines. For context, Warner Bros. digital revenue for theatrical and TV product grew double-digits to almost $1 billion in 2013, and we expect it to grow double-digits again in 2014.

Putting it altogether, Warner's had another great year and once again set a high bar for itself. In what is often referred to as a mature business, Warner's has managed to grow its adjusted operating income at a 10% CAGR over the past 5 years. And while that won't be achievable every year, we have great confidence in our ability to continue to grow the business over time.

Now on to Time Inc., where challenging conditions continued to weigh on results for both the quarter and the year.

Revenue in the quarter included the positive impact of the inclusion of American Express Publishing Corporation, which we acquired in October, and the negative impact from the shift of an issue of both People and Sports Illustrated into the third quarter.

Excluding these items, revenues would have declined 6% in the quarter, with advertising down 5%, subscription down 8%, and other down 4%.

The underlying drop in advertising revenue reflected softness in print advertising, both domestically and internationally. Digital advertising revenue was up modestly for both the quarter and the year.

Similarly, subscription revenues included the impact of declines across both domestic and international titles, with newsstand remaining an area of particular softness.

Adjusted operating income declined 14% in the quarter, despite a drop in expenses when excluding the American Express Publishing titles.

Looking ahead to 2014, the operating environment remains challenging. So excluding the impact of our acquisition of American Express Publishing Corporation, we anticipate continued declines in advertising and circulation revenues.

Within that context, the new management team announced yesterday that they are beginning a process to make significant changes to the way Time Inc. operates, with a goal of stabilizing the business and freeing up resources to invest in growth initiatives.

As part of their efforts to reengineer the company, Time Inc. will dissolve their operating clusters to help make them flatter, more nimble, and better able to respond to a rapidly changing landscape. To that end, we anticipate taking restructuring charges of around $150 million in the first half, around 2/3 of which we expect to hit in the first quarter.

Excluding restructuring charges, we expect modest declines in adjusted operating income, both in the first quarter and for the full year. And that's largely a function of continuing revenue pressure and incremental public company and stock compensation expenses that Time Inc. will incur this year. They'll have more to say about their plans as we get closer to the spinoff.

One important decision we made is Time Inc.'s capital structure. While there could be some minor adjustments for working capital, we intend to spin off Time Inc. with a net debt of around $1.3 billion. We think that level will allow sufficient flexibility to both invest in the business and provide direct returns to stockholders, while also optimizing its cost of capital and delivering attractive levered equity returns to investors.

Moving on to the next slide, which shows our outlook, excluding Time Inc., for 2014. As I noted before, we had another great year in 2013, and we feel very good about how we are positioned for this year.

At Turner, we'll benefit from the domestic affiliate renewal cycle, which should drive a nice improvement in Subscription revenue growth. At the same time, we're expecting an increase in programming expense growth, primarily due to the airing of the NCAA Final Four, the first year of our new Major League Baseball contract, and increased investments in originals. And while international growth remains a positive driver, at this point, FX appears likely to remain a drag.

Taken all together, we anticipate Turner's adjusted OI growth will accelerate significantly in 2014.

At HBO, we're encouraged by the continued strength and demand for our services, and that should help Subscription revenue growth. That will be balanced against an increase in programming expense growth related to continued investment in originals and the addition of a full slate of Summit films to our theatrical line up.

We'll also be investing even more in technology as we develop the next generation of HBO GO. Even with these investments, we're anticipating another year of solid growth in adjusted operating income.

At Warner Bros., we obviously have very challenging comparisons coming off a record year. So it could be difficult to grow. But we think we have a great film slate, and we anticipate an improvement in TV performance given strong global demand and the syndication of Mike & Molly. That all gives us confidence that 2014 will be another great year for the studio.

So looking across all 3 segments, we're set up for a very good year from an operating perspective. One thing to keep in mind is that intercompany eliminations are likely to be somewhat of a drag this year due to increased sales of product from Warner Bros. to both Turner and HBO. That's a pretty big shift from 2013 when we benefited from a positive swing in this line.

We also anticipate a higher effective tax rate, as our 2013 rate included several favorable audit settlements and the recognition of additional foreign tax credit carryovers. So between a swing in eliminations and the higher effective tax rate, we estimate the impact on 2014 adjusted EPS to be $0.15 to $0.20.

Despite that, we expect another very good year in 2014. We see a tremendous amount of opportunity across our businesses, and we're investing aggressively in our industry-leading brands to drive increased scale and long-term growth.

At the same time, we're tightly managing our non-revenue-generating expenses in order to provide attractive near- to medium-term financial results. All of that is reflected in our outlook for low double-digit growth in adjusted EPS.

Turning to the next slide, which looks at our free cash flow. We generated very strong free cash flow of $3.5 billion in 2013. That's up almost 20% versus 2012, and that was mostly due to strong growth in adjusted operating income.

Also, cash taxes, cash interest and capital expenditures were all lower year-over-year.

The decline in cash taxes was primarily a result of tax law extenders that were passed by Congress in January of 2013. That's been a positive driver all year. And the decline in cash interest was largely due to slightly lower cost of debt and debt balances as we paid off higher cost maturities early in the year and eventually replaced them with longer-term maturities in the fourth quarter.

Our use of working capital increased slightly as a result of higher participations at Warner Bros.

Excluding Time Inc., we generated around $3.1 billion of free cash flow in 2013.

For 2014, keep in mind that as a result of the expiration of certain favorable tax legislation and lower foreign tax credits, our cash taxes are likely to be higher.

In addition, we're now carrying additional debt, which will result in increased cash interest expense. Still, we should have another year of very strong free cash flow.

Turning to the final slide, which looks at our net debt. We ended 2013 with $18.3 billion of net debt, and our leverage ratio was 2.4x.

During the year, we took advantage of continued favorable market conditions to strengthen our balance sheet by extending the maturity of our $5 billion credit facilities to 2018 and issuing $1 billion of new long-term debt.

In addition to investing in our businesses, we deployed just under $500 million in strategic M&A transactions.

Also, as I previously mentioned, we returned almost $5 billion of capital to our stockholders in the form of dividends and share repurchases.

And as Jeff discussed earlier, we recently sold our office space in Time Warner Center and intend to relocate our corporate headquarters to the Hudson Yards development at the end of 2018. That will result in a net inflow of around $1.1 billion in 2014.

Over time, we will essentially reinvest the proceeds into our new building. And until we move, we will lease space in Time Warner Center. The transaction will have a negligible impact on our earnings over the next few years, but we expect significant savings when we ultimately consolidate our New York City footprint at our new headquarters.

So I am pleased with how we executed in our capital plan in 2013, and we're off to a good start in 2014. As part of our planning for 2014 and beyond, we have decided to increase our net leverage ratio target from 2.5x to up to 2.75x, with the expectation that we will get there over the next 2 years.

In part, this decision is a reflection that after the Time Inc. spinoff, we will have a less cyclical business mix with better secular trends. We think modestly increasing our leverage will lower our blended cost of capital while affording us additional flexibility that we can use to make investments in our businesses and to continue providing a significant level of direct returns to our stockholders.

At the same time, we believe it will allow us to maintain favorable access to the capital markets across a variety of potential macroeconomic scenarios. We do not anticipate the change will have an impact on our credit ratings, and we remain committed to maintaining solid investment-grade credit ratings moving forward.

In that context, I want to take a moment to discuss our capital allocation priorities, which are not changing. Our first priority is always to maintain a strong balance sheet so that we can fully invest in our businesses. Next, we always look at M&A opportunities that present themselves, but we have sufficient scale, so we don't need to do anything.

Potential transactions need to provide strategic benefits with reasonable execution risk and adequate financial return. That means risk-adjusted returns need to be more attractive than other uses of capital, including share repurchases.

Beyond that, we are committed to providing meaningful direct returns to stockholders, with a significant and growing dividend and continued share repurchases.

If you look back over the last 5 years, you'll see what that approach has yielded. Since 2008, we have generated close to $15 billion in free cash flow, and we paid out close to $5 billion in dividends, repurchased close to $15 billion of our shares or 32% of our base. And we spent around $3 billion on acquisitions. And we've been able to do that while maintaining our credit ratings and retaining the ability to access capital markets on attractive terms.

So we feel good about our approach and intend to continue on a similar path moving forward.

With that, I'll turn it back to Mike to start the Q&A.

Michael Kopelman

Thanks, Howard. Joe, can you please open up the queue for Q&A? [Operator Instructions] Thank you.

Question-and-Answer Session


[Operator Instructions] Our first question here is from Mr. Michael Nathanson from MoffettNathanson.

Michael Nathanson - MoffettNathanson LLC

I have one for Howard and one for Jeff. And Howard, welcome to the job. Before John left, John had signaled that programming costs in '14 at the networks would run, I think, in the high single-digit range. And now that you have separated out HBO and Turner, I wonder if you could help fine-tune that growth rate by division for '14?

Howard M. Averill

Michael, thank you. Yes, you're right. For context, we had actually set expectations for mid- to high-single-digit in programming costs in the network segment level. And that hasn't actually changed. But when you translate it to our current segments, it's going to translate to more like high single-digit growth at Turner and mid single-digit growth at HBO. And the faster growth at Turner is really basically driven by sports. So for example, if you took a look this year, we're going to have the first year of our baseball deal and the first year we're going to be airing Elite Eight games and Final Four games. So if you look ahead, also to 2016 and 2017, we're going to anticipate an increase based on the NBA package. But all of this is consistent with what we've talked about in the past. And Mike, we think by continuing to drive the revenue growth and tightly managing the rest of our costs, we're going to be in a position to continue to drive margins at both Turner and HBO.

Michael Nathanson - MoffettNathanson LLC

Okay. And then let me ask one for Jeff. This is a bit about TNT strategy. In the past couple of weeks, we've seen 3 off-network procedural dramas, Person of Interest, Elementary, Blue Bloods, that may have worked in the past on TNT, go someplace else in cable. And I wondered, the decision not to acquire those shows. What does that say about either procedurals, your pipeline or kind of -- or the value of the shows? So typically, you guys have acquired procedurals and this time, you didn't. And so what's behind that strategy?

Jeffrey L. Bewkes

Okay. Thanks. We still think that the mix of sports, originals and acquired shows is the right strategy. And just to your question, if you look at the data out there, 5 of the top 10 scripted shows on broadcast in the '13 to '14 season are procedurals. And 2 of the top 5 cable networks in prime time last year had significant numbers of procedurals. So the evidence suggests that consumers still have a strong appetite for procedurals. And remember, they are still quite important to filling the programming day and to helping build a schedule on which you can then launch originals. But we're expanding TNT into more serialized and unscripted series. So you can expect the mix to shift a little bit on procedurals, but the value of procedurals and their place, whether on broadcast or cable, continues to be there. And you could certainly see hit procedurals coming that are going up instead of down in terms of the audience and interest that they drive. We'll probably be a little more selective on them going forward for TNT. But, in general, it's really an evolution of the mix, and the basics pretty much -- well, as a strong point for TNT, pretty much remain.


The next question comes from Mr. Richard Greenfield from BTIG.

Richard Greenfield - BTIG, LLC, Research Division

On Netflix's earnings interview, Reed Hastings stated that the addressable market for Netflix was somewhere in the range of 60 million to 90 million subscribers domestically, well above the 33 million subs they're currently at. I'm curious. You talked about total subscribers, I think that includes HBO and Cinemax. Where did HBO end the year specifically in terms of domestic subscribers? And how do you think about growth as you look out over the next several years between subscriber growth and affiliate fee increases? And then just a tack-on question because I think it relates to the margin. You've been investing pretty heavily in Cinemax. I know you don't break out profitability, but is there any way to think about, as you're investing in shows like Banshee and new projects, how much is that 37% EBITDA margin on the HBO division weighed down by that ramp-up in Cinemax?

Jeffrey L. Bewkes

Okay. Thanks, Rich. Let's go to the first one on HBO and Cinemax. Well, first of all, both of them were up. HBO subs are about 2/3 of the total. In total, HBO and Cinemax together, we added 2 million subs last year. We ended the year with over 43 million domestic subs. And remember, we also have 85 million-or-so overseas, up quite a bit last year, so 130 million worldwide. If you look at the investments in programming, and I'll take Cinemax in a second, I like to start a little bit at HBO. We definitely think, and we're doing it, that we can grow the sub base on both of them, both domestically and overseas. You can see the result of those investments in programming in the sub growth we've had in the last couple of years. HBO still commands very attractive rate increases, a very important part of what cable, telco, satellite companies offer every month. And we have a pretty controllable cost base, and I'll get to the Cinemax question. So we do expect continued healthy growth in adjusted operating income as we've been doing. That's -- and that's if you add international to that, with really fast sub growth, it gets even better. International's over 15% in 2013, and that was after an increase of more than 35% in '12 and 25% in '11. As we've been saying, we've been launching new territories like the Netherlands for HBO Nordic, and India, and we do think those provide additional growth opportunities for the brand overseas. We also, and you shouldn't forget this, license our HBO content in about 150 countries. That's on top of all the international subs. And the demand there for HBO programs is really helping. So -- and if you put that all together, a pretty healthy opportunity for HBO going forward. To your Cinemax question, this is, what are we doing on programming? We think Cinemax is an underappreciated asset. In 2013, we actually had more viewing at Cinemax than at Starz and basically, the same viewing at Cinemax as at Showtime. It's very profitable for us, but it's even more important for our distribution partners as a companion brand to HBO. We think there's an opportunity to make Cinemax, with all that reach and viewership, stronger. And original programming clearly becomes more important to premium customers as VOD gets more used both on TV and on Internet devices. So we are going to invest in original programming. It's quite economical with Cinemax. We had a big success with the third season of Strike Back. It averaged over 2.75 million viewers. The second season of Banshee did over 2.5 million viewers. That's on a base of -- well, I'm not going to give you that one, but this year, we're going to be launching The Knick. Stay tuned, everybody, for that. We're going to add more series in the future. But to your margin question, we really run HBO and Cinemax together. And on that basis, we have been and we will be growing margins over time. And we think the Cinemax investment in programming is a pretty good leverage point for revenue growth at Cinemax and at HBO.

Richard Greenfield - BTIG, LLC, Research Division

And just as a point of clarification, when you said international up over 15% in HBO subscribers, does that exclude the consolidations, like is that an organic growth rate for international subscribers?

Jeffrey L. Bewkes



Our next question comes from Mr. Ben Swinburne from Morgan Stanley.

Benjamin Swinburne - Morgan Stanley, Research Division

You guys talked a couple of times in the prepared remarks about feeling good about the trajectory of Subscription revenue growth at HBO, and that's at the same time you noted the 2 million subs were not revenue drivers last year. So can you just help us understand those 2 comments? And maybe what's happening in the business from your distribution partner front that makes you feel good about an accelerating revenue outlook at HBO, which seems to be what you're hinting at. I don't want put words in your mouth, but I was wondering if you could add some more color there.

Jeffrey L. Bewkes

Yes, you're right in what you're thinking. We think in -- for outlook and for '14, we're in a great position from a content position on both of them, and we think that's going to yield to sub growth, rate increase growth and international growth. So in the U.S., we grew 8% in the fourth quarter and 6% in the -- for the year 2013. That did include a benefit of around 400 basis points -- sorry, overall, I'm saying. That included a benefit about 400 basis points from the consolidation of HBO Asia and Nordic in the quarter. And it did -- it added about 100 basis points for the year. So think of it as we ended up around 5%. We did see the rates were pretty steady and increasing domestically in the mid single-digit range. There were healthy sub gains, up 2 million subs in the U.S., more overseas. As we said on the call, those did not translate into as much revenue growth due to the mix of sub additions. A lot of the sub growth was in the highest-performing affiliates. The sub trends outside the U.S. have been strong, big opportunities we just said. And including the unconsolidated JVs, international subs increased by double digits in 2013. So does that give you the color that you were looking for? I do want to emphasize that we expect improvement, but we're not looking for a dramatic step-up domestically, but we think it will be up in terms of revenue growth along with the sub growth.

Benjamin Swinburne - Morgan Stanley, Research Division

Got it. And if I could just follow up with a quick Warner Bros. question. You guys have talked about the licensing business, your SVOD revenues in the past. I want to say $350 million-or-so a year, maybe a little more. How did that shake out in '13? And given your Netflix output deal, which is pretty unique at Warner Bros., what's the outlook look like for '14 and for the backlog? Or any expectations directionally on how that business is trending?

Jeffrey L. Bewkes

All right. So as a starting point, we generated around $375 million in '13. That was up slightly from '12. We think it's at the top of our competitive set, and I do want to point out, that does not include the revenue -- SVOD revenue for the CW Network, which is pretty significant. So we do remain in active negotiations with all the major players. We think we can grow on -- above that in '14, pretty healthy plans we have for that. And a fair amount of that is probably going to come from international territories. Everyone, I think, should keep it in perspective. This is a -- it's a good, growing, but small portion of our revenue. It's only around 10% of our TV syndication revenue last year. That would be equal to about 3% of total film and TV revenue. And maybe more important, what's very clear is that there is a consumer demand for this content in an on-demand environment. So all particularly true for past seasons of serialized shows, which had been less effective as we all know in syndication on linear schedule. So we think that we're going to be able to monetize effectively and have increases in this category going forward.


The next question comes from Mr. Doug Mitchelson from Deutsche Bank.

Douglas D. Mitchelson - Deutsche Bank AG, Research Division

I wanted to focus on affiliate fees as well. A couple of questions for Jeff. First, Jeff, did you see a noticeable impact from bundling HBO on a video-light tier. I know it's early days. I think Comcast had a broadband/broadcast HBO sort of video-light offer. And to the extent it is helping, should we expect a meaningful expansion in the number of distributors that might launch that type of offer?

Jeffrey L. Bewkes

All right, on the Comcast Internet offer, it's a relatively new offer, it's pretty targeted, but we're very supportive of it. We've been saying for a while that it makes sense to work with distributors to increase penetration of HBO on a mutually beneficial way. Broadband-only is a good thing for people to try. It could be an effective way to reach the 8 million to 10 million homes that have broadband without multichannel. We don't think, and we'll see, that it's going to have a material effect on the demand for the basic package. People that want that full TV/video package with broadband and all that are probably going to continue to do that. But to the extent that either some of them move this other way, that's fine with us.

Douglas D. Mitchelson - Deutsche Bank AG, Research Division

The -- and I guess the second area is, in the past, you talked about sort of an over-the-top virtual MVPD, that you didn't see a viable business model and you didn't want to license your networks unless you did see a viable business model. And there's been more progress this year. I think Intel was reportedly close to some deals before they sold, and DISH is close to doing something pretty interesting with Disney on this front, and Sony is talking about launching something over-the-top this year. Has your view about the viability of a virtual MVPD business model changed at all? And do you think there could be activity even in the Time Warner front in 2014?

Jeffrey L. Bewkes

Well, we were -- yes. I mean, it hasn't changed much. There's been more talk than action. Specifically, if you look at Sony, Verizon, and we talk to all of them all the time. Fine, we'll evaluate each of those as they come. We are absolutely open to opportunistically grow our business. We're not philosophically opposed to it. If there's an offering, a virtual one, that serves consumers and that they want, and if it is something that we think is sustainable economically for us and not something where you get a little money there and you cannibalize bigger money somewhere else, then yes, that would be something we would consider or maybe do. We just haven't seen anybody come forward with a viable powerful consumer offering yet.


The next question comes from Jessica Reif Cohen from Bank of America.

Jessica Reif Cohen - BofA Merrill Lynch, Research Division

I have 2 topics. The first is capital allocation. I'm not sure how the timing of the $5 billion, when you would utilize that. And I guess, as part of capital allocation, I know Howard touched on M&A. But -- and I guess, Jeff, what's your view on -- are you strategically complete? And if not, what parts of the business do you think you're missing? I mean, you've gotten so much smaller over the last few years, would you like to get bigger?

Jeffrey L. Bewkes

[indiscernible] The first one, what's the first one?

Michael Kopelman

It's capital, the pace of the buyback.

Jeffrey L. Bewkes

The pace of the buyback...

Howard M. Averill

Yes, so Jessica, thank you. The pace of the buyback is going to really be driven by a couple of different factors. It's going to be driven based on the cash flow generation, which as I pointed out in my earlier remarks, we think it's going to be strong next year. And it's also going to be dependent upon what comes along in terms of M&A and how much we spend in terms of M&A activity. We just raised the leverage target, as we just announced, and we're not going to give specific guidance on the buyback itself, but all of those things together are going to be factors that drive it. And I would say, sitting here today, you should expect to see probably the same, pretty much pace as we had last year.

Jeffrey L. Bewkes

On M&A, we pretty much have said what our philosophy is. We've tried to be disciplined, spent close to $0.5 billion on acquisitions in '13, a little under $700 million in 2012, and about $400 million in 2011. So we've done things where we think that they both have returns and strengthen our position competitively, strategically. We do have as both, I think -- well, Howard said it, we do have sufficient scale in all the things we're doing now, so we don't have to do anything. That -- but since we do have scale, we're a pretty effective buyer if something comes up where we could combine it with what we're doing and increase the profitability or sustainability of whatever we buy. We basically look through the filters of execution, strategic fit, competitive augmentation and the risk of whether we know how to manage the thing and whether it's really going to work out. We've been mostly focused on the deals we have done on international opportunities, particularly in the network side, local television production and games. Those that have tended to be smaller in nature, but that's -- we don't have an inability to consider the larger things if they fit the criteria that I was talking about.

Jessica Reif Cohen - BofA Merrill Lynch, Research Division

Okay. And then the second -- can I just ask one more that's on -- with a second subject? If that's okay? I just want to ask one more question. So you said that Warner Bros. will produce 60 shows this year, and obviously, there are others producing -- sorry?

Jeffrey L. Bewkes


Jessica Reif Cohen - BofA Merrill Lynch, Research Division

Oh, sorry, sorry. So roughly 60, while others are producing and there are clearly new startups. So the question is, given the increase in original TV production supply, are you concerned at all about either how the market will absorb all these shows, how the market will digest all of this output?

Jeffrey L. Bewkes

Well, thank you for that question. The reason we're at 61 shows is the market is coming to our door and asking us to make the shows and sell it to them. So we've had a very vigorous demand and increase in basically what we've been doing on all 4 broadcast networks. On pretty much all the different cable, basic cable networks, all of them are doing more shows. So on your 60, we have 32 shows on broadcast. That's the most -- we have, of those, the most returning shows we've had in over 30 years. We are -- W -- Warner Bros. TV is the leading supplier of prime time programming to broadcasters again this year. So as the TV networks, the broadcast ones, solidify their economics with retrans and so forth, it has worked -- I mean, they'd certainly want to produce shows that they themselves make, but they also want a healthy supply of quality shows to strengthen their networks. And as the, basically, second supplier to all of them, it's been a good position for us. The cable network business, whether -- not just TNT, TBS, but FX, USA, A&E, AMC, a pretty good set of demands coming from them, too. So it is -- at this point, TV production and the revenue support for those shows that you can make, if you're the producer, overseas from international licensing and from SVOD is going up, so it's a very strong business with very good returns.


And it looks like our next question comes from Alexia Quadrani from JPMorgan.

Alexia S. Quadrani - JP Morgan Chase & Co, Research Division

Just a follow-up on all your commentary on HBO, and then a quick one on Turner. On HBO, how much do you think the pricing strategy of other premium channels or SVOD providers like Netflix influence your ability to sort of push for higher rates, if at all? And then on Turner, just any more color, Howard, maybe you can give us on the advertising revenue in the quarter. I know you cited a dip in the industry demand and then, of course, the CNN challenge is a tough comp. But the ratings at TBS, do they -- I guess how much did they influence the number? And you seem more optimistic about the outlook. Is that also -- does that assume some further improvement at TBS?

Jeffrey L. Bewkes

All right. So on HBO, first, obviously, it's been sitting in a package with pay TV like Starz, Showtime, basic cable for many years. So that's always been competitive and it hasn't -- there's no change in the pricing environment for HBO in that regard. If you ask about, as you did, the new subscription entries, whether it's Netflix, Amazon, Hulu Plus, et cetera, most of those subs are complementary, and doing something, where in fact, the highest -- if you look at -- I think Netflix viewing, for one, is higher in HBO homes. HBO viewing is higher in Netflix homes. So those are add-ons. Those are homes that want both the demand for -- not just pay TV but basic TV. So far, whether it's cord-cutting or cord-shaving, not apparently affected by the additional online offerings, which are good and offer more library than current. So all that's fitting together pretty well. And, no, we don't see any discernible effect on subs or pricing in HBO from SVOD.

Howard M. Averill

And Alexia, it's Howard. So as we did say in the call, advertising was up 1%, and that included mid single-digit growth in domestic entertainment including kids and young adults. It was domestic news that was down. It was down in the mid-teens, and that's due to the political comp. As far as ratings, there was a ratings impact from TNT and to a lesser extent, TBS. It contributed a bit against our expected growth. And as we mentioned, there was a slow patch in scatter, kind of in November. If you just look ahead to the first quarter, though, we are seeing scatter pricing for the entertainment's up in the high-single to low-double-digits over the upfront. And we're seeing strength across a pretty broad array of categories, so food, packages goods, fast food, auto, and demand for sports continues to look really strong. And additionally, we mentioned that we're going to be airing the Elite Eight games in the first quarter. We didn't have that last year. And we're also going -- it could be a 200, 300, 400 [ph] basis-point impact in the quarter. And at CNN, the comparisons do get easier in the first quarter, but we are still seeing relatively soft demand. Overall, the one place where we're going to see some improvement is international due to easier news comps. And in terms of the Olympics, we do see some impact including on sports, but we think it's going to be pretty modest. I think if you take it all the way, though, what we're going to end up with and we're counting -- expecting kind of an acceleration in that growth to the mid- to high-single-digits, as I mentioned.

Michael Kopelman

Thank you. Thank you, everybody. Thank you, everybody, for joining us this morning. And if you have any follow-up questions, we're here to answer them. Have a great day.


Thank you, ladies and gentlemen. This concludes today's conference. Thank you for your participation, and you may now disconnect.

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