Lowell Singer - The Walt Disney Co. Robert A. Iger - The Walt Disney Co. Christine M. McCarthy - The Walt Disney Co..

Benjamin Daniel Swinburne - Morgan Stanley & Co. LLC Michael Brian Nathanson - MoffettNathanson LLC Jessica Reif Ehrlich - Bank of America Merrill Lynch Alexia S. Quadrani - JPMorgan Securities LLC Douglas Mitchelson - Credit Suisse Securities (USA) LLC Kannan Venkateshwar - Barclays Capital, Inc.

Steven Cahall - RBC Capital Markets LLC Todd Michael Juenger - Sanford C. Bernstein & Co. LLC.

Good day, ladies and gentlemen, and welcome to The Walt Disney Company's Fiscal Full Year and Fourth Quarter 2018 Financial Results Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will be given at that time.

As a reminder, today's conference is being recorded. I would now like to turn the call over to Lowell Singer, Senior Vice President of Investor Relations. Sir, you may begin..

Good afternoon and welcome to The Walt Disney Company's fourth quarter 2018 earnings call. Our press release was issued about 25 minutes ago and is available on our website at www.disney.com/investors. Today's call is also being webcast and a transcript will be available on our website.

Joining me for today's call are Bob Iger, Disney's Chairman and Chief Executive Officer; and Christine McCarthy, Senior Executive Vice President and Chief Financial Officer. Bob will lead off followed by Christine and then we'll be happy to take some of your questions. So with that, let me turn the call over to Bob to get started..

Ragnarok. Over a decade ago, Disney Channel's High School Musical was a real success. And we're building on that success and reimagining the franchise for a new generation with a live-action Disney+ series. Animation will also be an integral part of Disney+.

The service will be the exclusive home of the next season of the popular Star Wars animated series Clone Wars as well as a new series based on Pixar's beloved Monsters, Inc. franchise. The Disney+ platform is also a perfect home for documentary series that will allow us to pull the curtain back and give people a behind-the-scenes perspective.

We've got several docuseries currently in production, including an exclusive unprecedented look at Walt Disney Imagineering, featuring stories we've never really told before and images we've never shared.

Our studios are also creating a robust slate of original films exclusively for Disney+, including Noelle starring Anna Kendrick as Santa's daughter, a live-action version of Lady and the Tramp, and Togo, an adventure starring three-time Oscar nominee, Willem Dafoe.

We're also currently developing a live-action Marvel series about Loki starring Tom Hiddleston, playing the character he's made so famous. And we're working on a second live action Star Wars series, a prequel to Rogue One, starring Diego Luna. As with ESPN+, the launch of Disney+ will just be the starting point.

We plan to continually elevate the experience, and enhance the value to consumers with a constant pipeline of exclusive new content as we move forward.

I visited BAMTech last week and saw an early prototype of the app which will feature elegant navigation, personalization and content, segmented primarily by our core brands namely Disney, Pixar, Marvel, Star Wars and the soon to be added National Geographic.

It will blend library product with original content under these five brand banners and we are confident it will be a compelling consumer proposition. We're planning an investor conference in April to provide more insight into our DTC strategy including a first look at Disney+ along with some of the content we're creating for it.

I'm now going to turn the call over to Christine to talk about our Q4 performance, and then we'll be happy to take your questions.

Christine?.

The Last Jedi also resulted in higher licensing results for the first quarter last year, though the absence of a comparable franchise title this year will weigh on our licensing business in Q1. For the full year, we expect cable programming expenses to be up mid-single digit, driven primarily by contractual rate increases for sports rights at ESPN.

However, we expect Q1 cable programming expenses to be up 9%, driven by the timing shift of the college football semifinals I mentioned earlier. We will continue to invest in both ESPN+ and our yet-to-be launched Disney+ service.

The continued ramp up of ESPN+, which includes investments in sports rights, will have an adverse impact on operating income of about $100 million for the first quarter. We'll have more to say about our overall direct-to-consumer strategy and the aggregate full year financial implications during the Investor Day in April.

And with that, I'll turn the call over to Lowell, and we'd be more than happy to take your questions..

Okay, Christine. Thank you. And, operator, we are ready for the first question..

Thank you. And our first question will come from the line of Ben Swinburne with Morgan Stanley. Your line is open..

Thanks. Bob, I want to ask you about both Disney+ and Hulu, if I could. Hulu has been around for a while. It's had this ownership structure that's obviously had multiple partners in place. So we've never seen Hulu run by a single controlling shareholder.

And I'm just wondering if you could talk about your vision for that product and that business, post the close of the deal. I know you've got this Investor Day coming. But whatever you're comfortable sharing with us today would be helpful, because that's a business that does have some reasonable scale, but does lose money and has multiple products.

And I wonder if you could fit it into your overall worldview.

And then on the Disney+ service, have you guys thought about the theatrical window around pay one? I mean one of the things that seems like an interesting opportunity would be shortening that window and actually bringing films from theatrical release into the Disney+ experience earlier than the usual seven or eight months window.

So I'm wondering if you've thought about that opportunity or at least the overall theatrical strategy for Disney+. Anything you can share there would be great..

Well, first of all regarding Hulu, as you noted, we'll own 60%, which will give us considerable say in how Hulu is run. But there will be two other partners, unless they decide to divest their interest, namely Comcast and AT&T Time Warner.

So anything we do with Hulu will be done with an eye toward being fiscally responsible to the other shareholders, even though they're minority shareholders.

That said, we think that given the success of Hulu so far in terms of subscriber growth and the relative brand strength and other things too like demographics, we think there's an opportunity to increase investment in Hulu notably on the programming side.

And with this acquisition comes not only some great IP, but some excellent talent, particularly on the television side – well, there is talent in both movies and TV.

And we aim to use the television production capabilities of the combined company to fuel Hulu with a lot more original programming, original programming that we feel will enable Hulu to compete even more aggressively in the marketplace. I also think Hulu is attractive in many ways. And one I mentioned, demographics.

If you look at the demographics of the people consuming off-network shows in Hulu, and you look at the demographics of the same shows on the network, you'll see what could be at times 20 years younger audience at Hulu.

And that's clearly attractive to advertisers, which I think has been somewhat underappreciated about Hulu in that it is a very strong play for advertisers, because it can offer targeted ads. And it has great demos. And it's just a great user experience. The quality of the product, meaning the quality of the television programming is quite high.

So overall, I think we've got an opportunity to invest more in Hulu, to grow its subs. I also think there's some pricing elasticity too, but notably on the multi-channel front. And we'll talk about sometime in the near future. And I think there's an opportunity to improve – or I should say increase our pricing there.

And it will focus mostly by the way on what I'll call general entertainment programming. And we'll leave the more family-oriented programming to the Disney+ app. On the theatrical, the question you asked me about the theatrical window, sort of with us, if it ain't broke. I know you may think that there's an opportunity.

But as noted by the results of our studio in fiscal 2018 and of course in the last quarter, we have a studio that is doing extremely well and a formula that is serving us really well in terms of its bottom line. And we're probably going to aim to protect that initial window.

And then the other thing that's quite clear to us is that the home video window, as it's been called, that follows the theatrical window also continues to be quite important to us, both the sale of these films digitally as well as physical goods.

And I think you'll likely see us protect that as well although there's going to be a discussion around whether there's an opportunity to move the product from that window to what I'll call, the pay one window maybe a little bit sooner, but we're not looking right now to encroach on the theatrical window..

Thank you very much..

Okay, Ben, thank you. Operator, next question please..

Our next question comes from the line of Michael Nathanson with MoffettNathanson. Your line is open..

Thanks, Bob. I have two for you. One, first on Hulu and then one for ESPN – sorry, on Sky. So, I'm not complaining that you didn't get Sky.

I think we're all happy with that, but I wonder, by not getting Sky, what did you trade-off, and maybe the speed of timing to get Disney+ into the European markets? So what were the trade-offs that you saw by not getting in Sky? And how did that affect the Disney+ rollout? And then, on ESPN, as you know, over the past three years, we've focused on ESPN and subscriber losses and now you're trending the right way.

What do you think is driving this improvement in subscriber trend? And I think you have half of your affiliate deals come due in the next year or so.

Is any of this improvement coming at this point from the new deals you've done or is that to come as you sign more deals into 2019?.

Well, on the second part of the question about ESPN, it's coming from new deals that we did, but with the digital MVPDs, and so we've seen some nice growth there, including by the way from Hulu. And I think that we're hopeful that the take-up of the digital MVPDs will continue to grow.

Even though I know there's been a lot said about that, what I talked about earlier, I think it's – from a demographic perspective, these services tend to be very attractive for younger viewers. They are also less expensive, which I think is important, even though I think there might be an opportunity for us to take pricing up a bit at Hulu.

And the user experience is great. So, we are bullish about the MVPDs. And with that in mind, we believe that ESPN will benefit nicely from that over the long term.

Another thing by the way that is interesting is that there are some entities out there that have gone into the space, notably, YouTube, that are obviously quite committed to growing their service.

Just look at the World Series and the amount of advertising that was in the World Series for the YouTube service, that suggests to us that we're not the only believer out there, that there are others as well. On the Sky front, you can't cry over spilled milk, so to speak. There's nothing we can do about it.

We made a bid that we thought was an appropriate bid in terms of what we saw as value to our company. We would have loved to have had Sky, both because we believe in the asset and we thought it could have helped us in terms of introducing a direct-to-consumer service in the European market, but again, only at a price that made sense for us.

Without Sky, we are still planning on taking Disney+ out in Europe. We also plan working with Hulu to introduce Hulu in more international markets as well.

It could possibly be that it takes us a little bit longer to penetrate some of these markets, but we believe in the product that we will be launching and we'll make sure that that product is tailored for the various European markets, not just because it needs to satisfy all of the quotas for SVODs in Europe, but also because we think it needs to be locally relevant.

And we're going to be selective in terms of the markets that we choose initially, but we believe we're going to win – we have a real opportunity there, particularly when it comes to the Disney-branded service, which is going to feature Marvel and Pixar and Star Wars and Disney, of course, and the National Geographic.

Those are all very attractive brands in those markets and that's going to make that product extremely unique and in demand..

Okay. Thanks, Bob..

Thanks, Michael. Operator, next question please..

Our next question comes from the line of Jessica Reif Ehrlich with Bank of America Merrill Lynch. Your line is open..

Thank you. I have two different topics. On Fox, can you talk a little bit about the integration on your plans? The film side almost seems easier because your labels are so specific, but TV is very interesting, because Fox is so strong.

What will your goals are or hopes be over the next three years in terms of integration and how you can grow the Fox business with Disney's existing TV business? And then, completely separate topic on Shanghai, can you give us a little color on what's going on? I mean your press release said, attendance is up, but pricing is down.

What's going on there and can you talk a little bit about your investment plans for that park? I know your plans are to grow it, but can you talk a little bit about the next few years?.

Sure. I'll start with Shanghai, Jessica.

Sometime over mid-late fiscal 2018, we saw some softness in the tourism market in China, not just – by the way, not just for us, but across the board, and we basically put in place some discounting, some lower pricing to continue to drive attendance during what we saw as somewhat of a downturn, but we didn't necessarily think it was permanent.

We've subsequently taken a lot of those promotions or those price discounting off and the results actually have been good.

But I think what we're seeing in China is maybe a slight reduction in consumer confidence and that's having an impact on the business somewhat, but we still believe very, very, very bullishly in not only the business that we've built, but the business that we can continue to invest in. We opened up a new land.

Since we opened Shanghai this past year, we opened Toy Story Land and we have plans for continued expansion, both attractions and ultimately hotels, but we haven't made any specific announcements about that yet, but we still feel great about that market for our theme park business.

And then, on the integration front, I think, if you look at our company's results over the last, I would say, let's say, five years, you've seen incredibly impressive results at Parks and Resorts and our Studio, businesses that not only are doing well, but we've continued to grow year, after year, after year.

And if you look at our television business overall, obviously, ESPN has done well, but they've had some of the issues in terms of distribution or subs. The rest of our television businesses' performance has been relatively modest over that period of time.

As we look at this acquisition, not only does it come with great IP, but the television business that we're buying is we think very, very attractive, not just in the United States but across the world.

If you factor in Star in India and the rest of Asia, and you factor in Europe where they have a substantially greater footprint of channels than we do, which by the way may ultimately end up helping us with content and distribution when it comes to the direct-to-consumer business.

What we also get is a great television studio that's been run by Dana Walden and others.

And what we aim to do there is we aim to create in a combined entity a very, very successful television studio that will be aimed at creating product not only for the traditional businesses that we're in, namely the channels and the network, but also for our direct-to-consumer services.

So there's a very, very important strategic play here in terms of what the studio and the people that will be running the studio can do. And then of course we bring – we've made these announcements. We bring Peter Rice in, we bring John Landgraf in.

We're bringing in executives that not only have a lot of experience, but a lot of success under their belts on the television side and the ability to not only strengthen the existing Disney television businesses, but to create a television business that is basically designed to service both I'll call it the present as well as the future of the combined entity..

Thank you..

Thanks Jessica. Operator, next question please..

Our next question comes from the line of Alexia Quadrani with JPMorgan. Your line is open..

Thank you.

Bob, looking at the successful launch of ESPN+ and how it's rolled out ahead of expectations, is there anything like that you learned specifically that you could share with us that perhaps influences your strategy on the Disney+ launch they had? And then just a follow-up on the domestic parks, how should we think about or frame the opening of the Star Wars Lands I think both in Anaheim and Orlando, when we think about drivers to the parks next year or next calendar year I should say? I'm assuming bigger than Pandora.

Is it as big as Cars Land? Any color on that would be great. Thank you..

Well, on the Star Wars Lands, these are the biggest lands that we've ever built and in both cases not only are they big in size and scale, they're huge in ambition in terms of both the experience that we aim to create, meaning the immersive experience as well as the specific experiences people have in the attractions, namely in both cases, two very, very innovative and we believe compelling and exciting e-ticket attractions.

And so we think that they're going to have a major impact and Disneyland clearly is the biggest thing that we've ever done at Disneyland since it opened in 1955. And we think it's going to drive huge increase in demand and we think we're going to have some interesting challenges on our hands to manage that demand, but that's a good problem to have.

And then in Florida, we have four parks.

Star Wars Land there is going into the Studios Park, Hollywood Studios Park where we opened Toy Story Land not that long ago and we've aimed to actually grow the attendance to that park, which has lagged a bit over the last number of years because we haven't invested anything that is this close to size or scale or compelling nature of it.

So we think in both cases that it will have a dramatic impact positively on both businesses. On the first question about ESPN+, I think there are a few things you have to consider. First of all we've learned positive things. It clearly is working in terms of interest from users and subscriptions which continue to grow.

From what we gather from the research we've seen and just generally anecdotal information, it's a product that is considered a good consumer experience, easy to navigate, easy to use and very high quality in terms of the quality of the live streaming. And we've put onto that product a fairly strong inventory of all kinds of different sporting events.

And we've seen consumption that's actually quite interesting for things like MLS during the regular season, which is soccer. We've seen some nice uptake in some of the college football numbers. And we are putting on, by the way, just under 3,000 college basketball games in the next few months, 550 of them alone in the month of November.

And then we put the UFC on, where the big UFC fight, biggest, first big one after the first of the year will be exclusive to the platform. And for the 30-some-odd UFC fight nights thereafter, 20 will be on and exclusive to this product.

So I would say we're kind of just in the early innings, to use a sports analogy, of where we're going to be product-wise. And then we're also in the early innings in terms of where we're going to be from a feature set perspective. And last week I was in New York at BAMTech.

And they gave me a great presentation on personalization and customization and the technology that they've – engine that they're creating to better serve the consumer in that regard.

Because we know there's a huge opportunity there, given people's interests in very specific teams or specific sports or specific leagues or specific geographic territories. So I'd say what we've learned is quite positive, a product that is working. And it gives us reason to have great optimism as we add more content.

And we will add more technology features. And then we haven't really even begun marketing it. Someone pointed out earlier, we talked about – actually it was Christine McCarthy. As we talk about putting more college sports on, the affinity that people have to the colleges that they've gone to is extraordinary.

And we're just beginning a process to start marketing very specifically to alumni from different colleges, who may not be able to find sports from their college on what I'll call the national sports networks. But we're going to serve them well on this platform..

Thank you very much..

Thanks, Alexia. Operator, next question please..

Our next question comes from the line of Doug Mitchelson with Crédit Suisse. Your line is open..

Great. Thanks so much. I'm curious, Bob, what factors will influence when you would take Hulu or a Hulu-like service international, global. And on the BAMTech side, what else needs to be done, if anything, to be ready to launch the Disney service in a year? Obviously you're pleased so far with the execution that you built there.

But I'm just curious if sort of everything's in the can and ready to go? Or where there's a lot of work left to do?.

I can't really say much yet about Hulu in terms of international markets, although we're just looking at basically a set of priorities in terms of how we're going to launch Disney.

And then after the deal closes and after we have the 60% ownership, we'll meet with the Hulu management team and the board and discuss what the opportunities are in terms of both global growth and investing more in content. But that's something that we have to do after the deal closes.

The second question, what needs to be done on the BAMTech side? Really very little in the sense that, I mean, there's a lot that needs to be done, but it's being done. I saw an iteration of the app last week. And I was very impressed with it.

It's not quite in ready for prime time, because it's still being iterated, but it will be elegant, it will be very brand-centric, which will we believe add navigational features that typically don't exist in other platforms, namely that there'll be segments under the brand program, segments under the brands Disney, Pixar, Star Wars, Marvel and then National Geographic.

So we think there'll be an elegance to it, an ease of use. And we're going to super serve the most ardent fans of those five different brands by creating experiences and environments that are more tailored or customized and personalized to those brands. We have obviously a very stable product when it comes to live streaming as I said earlier.

That's been tested already on the sports front. We believe that our ability to both attract and ultimately retain consumers is strong from a technology perspective. And now obviously we have to aid that effort with programming.

And I'd say right now, aside from the development that's being done at BAMTech on the app itself, mostly what's going on at the company on the Disney+ side is ramping up our production and continuing to commit to new product.

We mentioned a few today on the call, a Marvel series specifically and another Star Wars series and a number of movies and docuseries. And there is activity across the board at our company in terms of increased production investment specifically for this app.

And it'll take some time obviously to achieve the kind of scale we're going to need on a steady-state, because it takes time to make these products, particularly given the high production values that they will represent. But besides that, we think we're in great shape. We have a game plan in place to bring the product to market.

And we hope to show you a fair amount about the app, the app itself and some of the programming and some of our strategies, including our pricing strategy when we have the investor meeting that we talked about having sometime in April on the call earlier..

Thanks so much..

Thank you, Doug. Operator, next question please..

Our next question comes from the line of Kannan Venkateshwar with Barclays. Your line is open..

Thank you. So just a couple. First on the approval time line. Bob, I think you guys seem a lot more comfortable with the timeline being more in the first quarter instead of the first half. And obviously you've got approval in the EU earlier this week.

Just wanted to understand what brought the timeline ahead? And secondly on ESPN+, is there an opportunity for the app to be an aggregator for content that you don't own? Is it a possibility for you to essentially create a bundle of content that others own and then have a revenue sharing kind of a model for that app? Thanks..

Our current plan on ESPN+ is to license and produce content that is basically solely owned and controlled by us, obviously on the license front in many cases from third parties, which is usually the case with sports rights. We think it would quickly get very complicated if we aggregated content that was really owned fully by other entities.

And we think we have enough right now and we'll be able to continue to license more.

On the timeline, when we first announced this deal in December of 2017 and then when we closed the deal again, where we made the deal later in the year, we talked about a timeline first that would be 12 to 18 months and then roughly, I think, we talked about 12 months from what was June.

And since then, we gained approval in the United States, the U.S. Justice Department, and then this week with the EU. Those are two very significant markets.

And for an acquisition of this size and this complexity, we assumed that it would take a certain amount of time for the regulatory authorities to consider all the various marketplace issues that they had to consider.

And we are optimistic today, because we've been able to gain approval not only in those two but in multiple other markets and countries around the world. We still have a few important countries to go.

We're well into those processes and based on what we know, we were able to say earlier on the call that we've gotten more optimistic about our ability to close much earlier than the June timeframe that we talked about. And I think it's just best to leave it at that because frankly we don't know specifically when it will be..

Thank you..

Thanks, Kannan. Operator, next question please..

Our next question comes from the line of Steven Cahall with Royal Bank of Canada. Your line is open..

Thanks. Bob, I was wondering if you could update us a bit on what the strategy is for some of the rights that you currently license to some of your partners domestically.

Do you have active negotiations with those partners to try to get those rights back for Disney+? Or is the strategy just to wait for those rights to reach their term? And then secondly on Hulu, you've talked about a tighter integration with things like the Fox Studio and FX.

Should we expect over time that things like FX and Searchlight that Hulu is their exclusive SVOD partner and sort of complete integration there? Thanks very much..

I don't think I'm going to talk much about exclusivity except to say that when we think about FX and Searchlight and some of the other Fox entities as well by the way as ABC is for instance in Freeform, we think we have an opportunity if we create the television studio that we aim to create with all the talent that we have and the access to great creative talent as well.

And we're going to have an engine at the company coming from the different entities at the company that will be able to supply Hulu with a lot of high quality content and more than they currently have. That is the goal.

And again, one of the reasons why we announced the structure that we announced is because we believe that's the best structure for us to execute not just the strategic plans that we have, but to continue to drive growth and results at the traditional businesses.

And then on the first question about, what I'll call third-party rights or existing agreements. There's been some reporting about this that we're in the market seeking to amend the terms of some of those agreements. I think it would be best if I simply confirm that we are in some discussions about this, but I'm going to leave it at that.

I don't have many details I can give you..

Thank you..

Thanks Steven. Operator, we have time for one more question..

Thank you. And our last question will come from the line of Todd Juenger with Sanford Bernstein. Your line is open..

Hi, thanks a lot for squeezing me in. Always a lot of pressure of being the last one in the queue. I actually had a couple of questions I'd really love to ask, what about the linear TV businesses and how they relate to all this. So the first one is on the Disney Channels Kids side I guess here in the States.

There was a note in the press release saying that there's actually a positive source of profit growth year-over-year from factors including decreased marketing spending, decreased programming spending, increased sales content, so I think it might have been to Hulu among others.

Is that something we should expect to see as a trend as you think about the role of those linear kids networks with the pending launch of Disney+? And just more broadly, how do you think about the role in the future of those linear kids networks? I'll try to make the second part – the second part of the question, make it quicker was just – when you think about the broadcast network ABC.

I guess fair to say it has the least amount of sports content among the big four broadcast networks. Obviously that's related to the fact that you own ESPN. Do you think it's important to have ABC maybe participate more strongly in sports generally as you think about the future of the broadcast network business? Thanks..

We made a decision some years back that because the ESPN brand and ESPN business was so significant and so important to us that that should be our priority when we license sports to put it on ESPN.

We also felt that we needed to service ESPN with the kind of programming necessary to drive subscriptions both in terms of the price as well as the number of subscribers. And it was the right thing to do. ESPN will also be called upon to use some of its licensing capabilities to serve as ESPN+.

So while I think that there was some sacrifice associated with it, we think it was the right thing to do for the company. Going forward, we haven't made any decisions as to whether we would put more sports onto ABC or back onto ABC. I imagine we'll be opportunistic about it, if the opportunities exist, we will consider it.

But right now ESPN, ESPN+ are the priorities.

In terms of the Disney Channel comment and the linear networks, we're in linear television in a number of different fronts and we're going to be in more of it once this deal closes both here and the United States and around the world when you consider FX and National Geographic and you add Freeform and ABC and Disney Channel, of course ESPN.

We don't intend to get out of those businesses nor do we intend to what I'll call deprioritize them or sacrifice them as we move into those other states.

But we're also realists and we see what's going on in the marketplace and we see the growth of new platforms, of program consumption versus channel consumption, of disaggregation and of the potential for disintermediation which basically means the ability for us to take both our channels and our programming direct-to-consumer.

We intend to do what is best for the company over the long run if that means continuing to support the linear channels because we believe in their value to the company from a bottom-line perspective we'll do that.

And if we see the opportunity grows more and more to not only invest in, but to move programming over to the direct-to-consumer platforms we'll do that. We can't right now in any way estimate if that will happen or when it will happen.

But we're going to be nimble as I think we've already evidenced by just the fact that we're going into the direct-to-consumer space as aggressively as we're going into it. We're looking at the marketplace.

We're seeing disruption and we're reacting to it hopefully on a timely basis, so we can take advantage of the trends that we're all seeing today in television..

Thanks as always for your comments, Bob..

Thank you, Todd..

And 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 certain statements on this call including financial estimates and statements as to the expected timing, completion and effects of the proposed transactions 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.

Thanks again for joining us today everyone. Have a good afternoon..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program. You may all disconnect. Everyone have a great day..