Lowell Singer - Senior Vice President, Investor Relations Robert A. Iger - President, Chief Executive Officer, Director Thomas O. Staggs - Chief Financial Officer, Senior Executive Vice President

Benjamin Swinburne - Morgan Stanley Doug Mitchelson - Deutsche Bank Spencer Wang - Credit Suisse Michael Nathanson - Sanford C. Bernstein Michael Morris - UBS Imran Khan - J.P. Morgan Mark Wienkes - Goldman Sachs Jason Helfstein - Oppenheimer Jessica Reif-Cohen - Merrill Lynch Jason Bazinet - Citigroup Anthony DiClemente - Barclays Capital

Good day, ladies and gentlemen, and welcome to the fourth quarter Walt Disney earnings conference call. (Operator Instructions) I would now like to turn the presentation over to your host for today’s call, Mr. Lowell Singer, Senior Vice President of Investor Relations for the Walt Disney Company. Please proceed.

Okay, thanks and good afternoon, everyone. We want to welcome you to the Walt Disney Company’s fourth quarter 2008 earnings call. Our press release was issued a few minutes ago. It’s now available on our website at www.disney.com/investors. Today’s call will also be webcast and that will be available on our website, as will a replay and a transcript of today’s remarks. Joining me here in Burbank are Bob Iger, Disney’s President and Chief Executive Officer, and Tom Staggs, Senior Executive Vice President and Chief Financial Officer. Bob and Tom will lead off with some comments and then we will of course be happy to take your questions. I will then come back to read the Safe Harbor provision. So with that, let me turn the call over to Bob. Robert A. Iger: Thank you very much, Lowell and good afternoon. While we are announcing our fourth quarter and year-end earnings today, there is no question that current business conditions and our response to them are of great interest and relevance and we will spend most of our time discussing them. We are pleased with our fiscal 2008 results. Despite a steadily weakening economy, we delivered a very solid performance for the year, posting record revenue, operating income, and earnings per share. Our strong assets and brands, our creativity, our strategy, and the strength of our management team enabled us to remain relatively resilient throughout the year and we are pleased with the results. However, in recent weeks as the economy deteriorated, our pace of business has been impacted and I will briefly describe the conditions we are experiencing and talk about the steps we are taking to mitigate them. It is important to note that it is difficult for us to predict the length or depth of the global economic downturn and consequently the impact on our businesses. Let me describe the business conditions we are experiencing. On the advertising front, we have seen significant softening in the local ad market, as well as a slowing of the pace of national advertising. On the local level, our exposure is quite limited, with only 10 television stations. But even though we lead in most markets and have benefited from political spending, advertising revenue at our stations is off considerably from this time last year. The decline is being led by domestic automotive manufacturers but weakness in other key sectors is also taking its toll. On the national level, ad pacings at ABC and to a lesser extent ESPN are off from last year as spending in the auto, electronics, financial, and other categories has slowed. I would also note that overall broadcast television ratings are down so far this season and ABC is no exception. The writers’ strike is partially to blame. At the same time, industry-wide cable and broadcast television viewership is up versus last year, as both the financial crisis and the election have captured viewer attention, with cable news being the primary beneficiary. ABC leads in the important C3 category, and we like our overall position in the marketplace, given our attractive demographics. But our goal is to strengthen our schedule with the addition of numerous mid-season programs. At ESPN, the brand and its programming are incredibly strong and there may be opportunities to add to its strength in this environment. At our parks and resorts, attendance has held up reasonably well and thus far this quarter, it is down only 1% versus last year at our domestic parks. However, bookings during the last month have fallen off considerably. Part of this change is likely a reflection of consumers taking a wait-and-see approach to the economy, or waiting to see if the market produces discounts. Bookings at Walt Disney World during the upcoming two-week holiday period are down only 1%. At parks and resorts, our brand and the experiences we offer have never been stronger. But consumer confidence is the lowest we have seen in over three decades and even the best product out there is feeling the effect. We are also tracking the economy’s impact on retail and while we have great in-demand merchandise in the marketplace, we believe consumer spending will be down. That could impact us possibly during the holiday season but almost certainly during calendar 2009. I realize this is a sobering outlook but we are extremely confident in our ability to contend with current conditions successfully and to rebound strongly when they improve. During the last several weeks, our senior management team has stepped up to the task of identifying and implementing steps to reduce expenses and to create more efficient operations. Many of these steps are designed to mitigate current conditions but some we expect to have long-lasting benefits and significant savings will be delivered. At parks and resorts, our experience during previous downturns, especially the challenging period after 9-11, taught us to be very good at managing variable expenses based on variable demand. We will do this while preserving the quality of the guest experience, something we consider sacred. Reductions in operating costs will necessarily respond to a reduction in attendance and occupancies. We are also putting in place new marketing initiatives and accompanying pricing incentives designed to stimulate bookings and attendance during the first half of 2009. Details of this promotional offer will be announced tonight by the parks. Our yield management program is designed to deliver results in both good times and bad and should serve us well in this environment. The pricing strategies we implemented a few years ago to increase length of stay while delivering value to the consumer will also help, as will our new what will you celebrate campaign, which has already produced almost 1 million registrants for a program that kicks in on the first of the year. Our company’s executive team has been tested by and managed their businesses through very challenging times in the past and not only are they responding well to today’s conditions but their experience will enable us to operate effectively in this marketplace. On the investment front, we are going forward with a number of announced initiatives, like our two new cruise ships and our increased investment in videogames. We are taking a very pragmatic approach to new investments across the company and will press ahead only in those areas we believe offer the greatest opportunity for long-term growth and returns. Our strategic focus these past few years has been on high quality branded product that successfully spans multiple technology platforms across geographical and cultural boundaries. That is where we are investing the most capital and we continue to deliver solid results. Our strategy for creating and building franchises is working well, illustrated most recently by the success of High School Musical and Fairies. We remain excited about the prospect of and will continue to invest in key franchises, from Cars to Princesses and from Pirates to Toy Story, Mickey Mouse, Pooh, Hannah Montana, and The Jonas Brothers. Our brand strength, competitive position, and business strategy will serve us very well in this environment, as they did in 2008, and I am confident that just as those elements delivered resiliency during this past year, they will position us well to recover as market conditions improve. We remain committed to creating quality product and long-term shareholder value no matter what the environment. Most of all, we remain optimistic about the future of Disney -- this is a strong company with great assets, great brands, great people, great creativity, and a significant global reach, all of which will help us surmount the challenges we face today and allow us to prosper in the years to come. And now I will turn it over to Tom Staggs. Tom. Thomas O. Staggs: Thanks, Bob and good afternoon, everyone. Despite a challenging environment, our 2008 performance translated into a double-digit increase in earnings per share, not including gains on the sale of the [inaudible] Weekly last year. Our broad-based success in 2008 provides further evidence of the competitive strength of our company and our strategy. But as Bob indicated, during Q4 and thus far in Q1, the environment has deteriorated further, which is reflected somewhat in our Q4 results. Rather than recap the year as a whole, I will highlight a few of the key drivers for last quarter and then address the trends we are seeing so far in fiscal 2009. At media networks, ESPN once again delivered strong growth as higher affiliate revenue more than offset lower advertising revenue. ESPN also benefited from the recognition of $37 million more in deferred affiliate revenue compared to the prior year quarter. ESPN’s ad sales declined in part due to softness in the auto and consumer electronics categories. Olympic ad spending may also have contributed to the decline. Our Q4 results reflected improved performance from lifetime and higher affiliate revenue from Disney Channel and ABC Family. At broadcasting, the impact of lower ratings at the ABC network was partially offset by higher CPMs. Expenses increased in the quarter as higher pilot costs shifted from Q3 to Q4 this year, due to the WGA strike. We also incurred higher production costs from political news coverage. Operating results of the Internet group were somewhat better than in the prior Q4 as savings from the shut-down of the Disney mobile phone service were partially offset by investments for our international mobile and online operations and our Disney.com website. Our TV stations continue to outperform the competition in ratings, with eight of our 10 stations ranking number one in their respective markets. However, weakness in the local ad market resulted in a revenue decline at the stations of nearly 12%, driven primarily by lower automotive ad spending, which has traditionally been the station’s largest category. At parks and resorts, higher guest spending in our domestic parks and Disneyland Resort Paris were the primary drivers of revenue growth in Q4. Operating income, however, was impacted by higher expenses at Walt Disney World and a two-and-a-half week dry-docking of the Disney Magic Cruise Ship that is part of the ship’s routine maintenance schedule. In the fourth quarter, combined attendance at our domestic parks came in slightly above last year’s Q4, despite the softening economy, with a modest increase at Walt Disney World offsetting a slight decline at Disneyland. For the fiscal year as a whole, we delivered record domestic theme park attendance and Disneyland Resort Paris set a new attendance record as well. In Q4, higher average ticket pricing at our domestic parks helped drive a 4% increase in guest spending. Walt Disney World occupancy was 89%, off just one percentage point versus the prior year, while Disneyland’s occupancy came in four percentage points lower than last year at a still solid 87%. At the same time, we saw continued strength in per room spending at our domestic resorts, with an increase of 5% for the quarter. Disneyland Resort Paris has performed well all year and reported higher revenue and operating income in Q4, reflecting higher ticket pricing and strong per room spending. Results also benefited from favourable currency rates. Turning to studio entertainment, operating income was lower in the fourth quarter, primarily due to the performance of Swing Vote and Miracle at St. Anna and higher marketing spending for Q1 theatrical releases, which include Beverly Hills Chihuahua. At consumer products, the scope and strength of Disney’s franchises continued to bolster our performance in merchandise licensing. Robust demand for High School Musical and Hannah Montana products helped to drive double-digit increases in earned royalties for the fourth quarter. Our broad base of successful franchises and our solid positioning with mass retailers, like Walmart, Target, Testco, and Carfour, should help mitigate the impact of a retail downturn and position our merchandise licensing business well for the long-term. As anticipated, the Disney Stores North America contributed to revenue growth in the quarter but also drove a reduction in operating margins. As detailed in the press release, we took a reserve that impacted EPS by $0.03 per share in Q4 relating to a receivable we hold from Lehman Brothers that arose through foreign exchange hedge transactions with them. While we are now fully reserved for this receivable, we continue to pursue payment. With that, let me expand a bit on what we are seeing in the current environment. As Bob noted, attendance thus far in the quarter has held up reasonably well but the pace of bookings for our domestic resorts has slowed meaningfully since about the time of the Lehman bankruptcy. Our current room reservations on the books for the first two quarters of our fiscal year are a little under 10% below the prior year, with Q1 bookings down somewhat less than what we are seeing so far for Q2. We also believe that the booking window could contract from the 12 to 13 weeks we have experienced in recent quarters, which makes it more difficult to interpret these trends. Bob also discussed the softness in the ad market -- at the network, our scatter pricing has been running low double-digit percentages ahead of up-front pricing but the pace of scatter sales for Q1 are down appreciably. Option pick-ups for Q2 are currently only modestly behind last year. Ad pacings are down versus last year at ESPN, though slightly ahead of where we came out for Q4. Pacings at ABC Family are up nicely so far in Q1. It’s worth noting that advertising represents less than 30% of our cable networks’ revenues and for the company as a whole, advertising is just under 20% of our revenue. Studio entertainment faces a tough Q1 comparison this year, given the success of last year’s DVD releases, especially Pirates 3. Key theatrical releases in fiscal 2009 include the recently released High School Musical 3, our animated release Bolt, coming to theatres on November 21st, Bedtime Stories being released on December 25th, and Disney Pixar’s Up and G-Force, both slated for release this coming summer. In 2009, we expect to increase our investment in a number of strategic initiatives that include film and TV programming, including local content production in key emerging markets and in digital media. We will continue to invest in developing our videogame publishing business. We incurred roughly $170 million in videogame development costs in 2008 and we currently expect to increase our videogame investment by $75 million to $100 million in 2009. Our videogame release for this fiscal year include titles based on Hannah Montana, High School Musical, and Bolt. In addition, we expect to invest in key initiatives we have identified at parks and resorts, including the renovation and expansion of Disney California Adventure at Disneyland Resort, new vacation club properties, as well as the construction of the two new ships at Disney Cruise Lines, which Bob mentioned. Over the past several years, we have returned substantial capital to shareholders via our dividends and share buy-backs. We have done so while at the same time strengthening our balance sheet and enhancing our liquidity. As a result, we are in a very strong capital position. In the current environment, that strength is more important than ever and better capitalized companies will likely be better able to take advantage of opportunities to improve their market share and competitive position. With this in mind, and given the recent turmoil in the debt markets, we are not expending capital on share repurchases for the time being. However, given the substantial gap between our share price and our estimate of intrinsic value, to the extent we are once again inclined to pay out capital shareholders over and above our regular dividend, we would be back in the market for our stock. Disney has a strong balance sheet, a diversified revenue base, and substantial long-term earnings growth and cash flow potential. Even more importantly, the company’s brand strength and business models confer competitive advantage that we expect will sustain us through this economic cycle and create substantial value for our shareholders far into the future. With that, I will turn the call back to Lowell for Q&A.

Okay, thanks, Tom. Operator, we are ready for the first question.

(Operator Instructions) Thank you. Your first question comes from the line of Benjamin Swinburne of Morgan Stanley. Benjamin Swinburne - Morgan Stanley: Thanks. Good afternoon. Maybe we could focus in on the cable network side at ESPN and give us a little bit of a sense of the category exposures we had in -- obviously there’s a lot of news flow on the auto sector, potential consolidation. And maybe you could expand that to the station group as well. Just give us a sense for how much you think the overall ad business at Disney is exposed to autos, how that has been trending national versus local, and how that might be impacting ESPN in particular. Thomas O. Staggs: Autos is one of the -- is the largest category at the stations, as I mentioned in the prepared remarks. It’s also quite a large category for ESPN, although much less so at the network, and there we’ve seen a fair amount of softness. Bob mentioned in his remarks that electronics has come down. That’s somewhat -- it’s not as big at the stations, although it’s an important category for ESPN and can be an important category for ABC as well. And these categories are down to varying degrees. The ones that we mentioned are all down sort of double-digit percentages year over year, and so that’s where we are seeing the most acute softness. Benjamin Swinburne - Morgan Stanley: Any early look at sort of capital expenditures in fiscal -- in the next fiscal year versus this year? Thomas O. Staggs: Well, we’re taking a look at it. The fact that we’ve got California Adventure and some of the payments, schedule payments for the cruise line, I suspect that we will see capital expenditures increase somewhat for the year. The pace of spending is something we are taking a hard look at, given the environment, and so we are not making any specific projections now. But I think that you will see some increase in capital for ’09 versus ’08. ’08 came in pretty close to 2007. Robert A. Iger: But we’ll end up spending less than we would have spent, but since it’s a number that we haven’t really disclosed, it probably doesn’t mean all that much to you. Benjamin Swinburne - Morgan Stanley: Thanks a lot.

Ben, thanks for the questions. Operator, next question, please.

Your next question comes from the line of Doug Mitchelson of Deutsche Bank. Doug Mitchelson - Deutsche Bank: Thanks very much. Your predecessor, Bob, once told me that it’s easier to manage in hard times than it is in good times, because people expect the cost cuts to be coming. When you look across your businesses, I guess in particular for broadcast and cable, how much flexibility do you have in your cost structure? I mean, are you going to focus on trying to manage margins to flat or how do you manage your production costs at those businesses? Robert A. Iger: Well first of all, I find that it’s more fun to manage in good times than in tough -- whether it’s easier or not is another story. I mentioned in my remarks, Doug, and you know a lot of the people who work here, this is a team that has managed through not only good times, particularly these last three years, but really tough times, particularly in the 2001 period. So not only have we gone through this before but we have gotten better at it, particularly at parks and resorts. And first, across the company, there are a number of steps that are being taken to mitigate the downturn. There’s some consolidation that will occur. Clearly we are finding efficiencies in businesses that as you look harder for them, you deliver more of them. We will reduce some operating expenses, some production expenses. We talked about cancellation or delay or scaling back of certain investments when it comes to CapEx. At parks and resorts, because so much of what they spend is variable based on variable demand, as I mentioned, a lot of the savings that they are focused on delivering are due to that -- essentially they reduce some of their offerings because there will be less demand for them. An example would simply be the frequency of some of our entertainment, which doesn’t change the quality of the experience at all, because you would simply have fewer people that are available, but it does give us an opportunity again to reduce expense with fewer people in attendance at our parks. We’ve also discovered that as the business has both diversified and spread globally, there are opportunities to standardize some of our processes that we didn’t necessarily have when we were either smaller business and we were less diverse. And we are spending a fair amount of time or the parks and resorts team is spending a fair amount of time looking at that. That should deliver some interesting efficiencies. And a lot of attention is being paid to -- well, both on the revenue management side, that we have pretty sophisticated in place that work well for us in very robust times but will continue to work well for us now, and we have some very, very solid marketing offerings in the marketplace -- the what will you celebrate, which enables people to visit the parks for free on the day of their birthday, but encourages people to celebrate other events at our parks, the timing couldn’t be better for that. About seven in 10 people who vacationed in the last year said they vacationed to celebrate something, so this plays very well into that. And tonight the parks are announcing what I think will be a very, very attractive offering to the consumer because of the consumer’s demand for value these days, and that is a four-plus-three package. Again, the details are going to be announced later on today but this gives people the ability to basically pay for four days and four nights in our parks and our hotels, but stay for seven. And in addition to that, there is an offering that if you book fairly soon, you will get a $200 gift card you can spend on food and merchandise. And this will be available in the marketplace right away but for a limited time, and available for people to take advantage of during the first half calendar 2009. The consumer today clearly is being very, very careful about what they spend, how much they spend, rather, and what they spend it on and I think the price-to-value relationship has probably never been more critical. And I think that plays very well for a company like ours because brand becomes really important and the price-to-value that a brand like Disney can offer, whether you are offering a travel package, selling a DVD, selling a movie, or selling consumer products, I think sets us up very well in what clearly is a very, very challenging time. Thomas O. Staggs: Doug, the only thing I would add is that if you think about our cable businesses, we are obviously skewed heavily towards affiliate fees, as I mentioned, as opposed to advertising, and so there I think that while we’ve got in ESPN’s case a fair degree of semi-fixed costs in sports rights, the margin impact would be more modest than say what you might see at an all-ad supported network, where again programming is reasonably well locked in, although we are looking at opportunities to save costs where we can. I think you should assume that in a business like the parks, to the extent that revenues were down, you would see that in the margin as well because of the high fixed cost nature of the parks as a whole. Doug Mitchelson - Deutsche Bank: Thank you.

Thanks, Doug. Operator, next question, please.

Your next question comes from the line of Spencer Wang of Credit Suisse. Spencer Wang - Credit Suisse: I have a question on the theme parks -- Bob, you talked about how some of the costs are variable in nature, and you can right-size some of the costs. I was wondering, in the last recession I believe park margins decreased roughly about 500 basis points year-on-year, so I was wondering if you could give us a sense of given the current environment, would the margin impact be perhaps more mitigated this time around? And then I guess the second part of the question, maybe for Tom, is in comparable times when the booking window is narrowed, can you talk about how the booking number down 10% you are talking about, maybe how it is translated in terms of ultimate or actual attendance growth or decline? Thank you. Robert A. Iger: As I said in my remarks, attendance so far this quarter is down very marginally domestically, 1%, and bookings for the Christmas season, the two-week holiday period, are down around 1% as well. That’s very, very small. And so at the moment, because of attendance and because of our near-term bookings -- I mean, bookings through what I’ll call calendar 2008 are what they are, I don’t think you will see that much need for us to vary our expenses because our attendance is likely not to vary as much. In terms of what happens beyond January 1, we can’t predict right now. Tom talked about our bookings but we just don’t know whether what we are seeing is simply a shortening of the bookings window. And so I can’t say right now whether our ability to manage through a downturn will be better this time, in terms of resulting in better margins. But I can say that our experience in 2001 will be quite helpful during this period of time, which at least gives us the ability to not suffer the margin reduction to the extent that we suffered in 2001 but again, I’m not making an absolute prediction on that. Thomas O. Staggs: No two economic environments are exactly alike, and so that makes it more difficult to say precisely how things will work out. There’s a couple of things going for us in this instance -- the health of our vacation club business, the health of our cruise line business, the high degree of value-priced rooms that we have, the pricing strategy that the parks put in place a few years ago -- I think all of those things bode well for us and Bob of course mentioned that that team and the rest of the company’s ability to respond appropriately. But as Bob said, for periods that are going to be busy periods, like the two-week holiday period, we won’t vary the offerings because we are not going to sacrifice guest experience at all. Now, on the shoulder periods and that sort of thing between Thanksgiving and Christmas, the shoulder periods thereafter, we’ll have to take a hard look and see where we stand and then proceed accordingly. With regard to the booking windows coming in some, and what 10% for the first few quarters would translate to, it’s really too early to make that prediction, to be blunt. Because without knowing exactly how much of that is a contraction of the booking window and how much of it might be people that are deferring vacations, and that’s what we found in the past people do, they defer the vacation and so we get them to the park later on. It’s difficult to say at this point, so we are really not making a prediction. Robert A. Iger: Spencer, as you know, we were fairly resilient through 2008 and I think most people were surprised that we held up as well as we did through what was a pretty challenging year and a year that got even more challenging as it progressed. And I think a lot of the resilience that we showed was due to the things that Tom pointed out, a more diverse business, a stronger brand, by the way, which I think had a really positive impact on our theme parks, the pricing strategies, the revenue yield management, and accessibility. We’ve talked a lot about our room mix where in prior recessions, we didn’t have nearly as many value-priced rooms, which I think sets us up at least in a tougher environment to be more attractive or more accessible when people are looking for value. But again, we’re seeing a marketplace today that clearly is tougher than it was throughout our fiscal 2008, and our ability to predict is very limited. Spencer Wang - Credit Suisse: Great. Thank you very much.

Thanks, Spencer. Operator, next question, please.

Your next question comes from Michael Nathanson of Sanford Bernstein. Michael Nathanson - Sanford C. Bernstein: Thanks. I have two but going from the last two, if I can dig a little deeper, let’s just assume that the current trends, the next two quarters pace of business stands, and I wonder -- can you take out variable costs fast enough to hold margins, if that is indeed the rate that materializes? That’s the first question. Thomas O. Staggs: Well, I’m not going to make predictions about what happens in the quarter but as I said, the parks have a high fixed cost base and they have a part of the cost that is variable. The team knows how to deal with that but to the extent that there is a meaningful downturn in revenues, I think you are going to see an impact in the margin line. Michael Nathanson - Sanford C. Bernstein: Okay, and the second one would be given your focus in film is more family, I wonder, are you seeing anything different on demand for DVDs, current or catalog, this quarter? Anything changed on that on the demand side for DVDs? Robert A. Iger: We actually have had a pretty good year from a DVD perspective, I mean, per title. There’s some ins and outs because we had stronger titles a year ago but we have not really seen softness in our DVDs. We think part of the reason for that is it’s a title driven business and the titles that we’ve had in the marketplace are strong and attractive and there’s brand value as well. By the way, we haven’t announced this but we will now -- we came out in the marketplace roughly a week ago with a Tinkerbell DVD, which is direct-to-video, the first of what will be four Fairies titles, and we sold 2 million units in the United States in seven days. So while there might be some pressure on the business in general, we like how we are positioned in the business and this is obviously a result of the studio’s focus on Disney titles as well. We’ll know a lot more as the year progresses but we are in the marketplace differently in many respects than our competitors. We have fewer titles in general and most of them bear the Disney the brand, and in a market where consumers are looking for price-to-value relationship, we’re delivering it. Michael Nathanson - Sanford C. Bernstein: Thanks.

Thanks, Michael. Operator, next question, please.

Your next question comes from the line of Michael Morris of UBS. Michael Morris - UBS: Thank you. With regard to the foreign exchange, can you give us a little insight in terms of what your exposure is there, both I guess which currencies you may be more exposed to, how it could impact you, an update on hedging and when that could impact you? And then also, you answer this I think on pretty much every call but what percentage of parks visitation is from foreign visitors? And with the weakness that you are seeing in the bookings right now, can you tell if any of that is coming from your foreign customers? Thank you. Thomas O. Staggs: First with regard to foreign exchange, I’ve discussed in the past that we tend to enter our fiscal years pretty well hedged and close to 100% hedged from foreign currency exposure based on our projection at that point in time, and therefore we tend not to get a tremendous amount of volatility in our earnings as a result of foreign exchange fluctuations during the year, and 2009 is such an instance. I mean, the impact of foreign exchange rates in 2008 on the bottom line was about $0.03 a share, probably, all in, in that ballpark. So that’s one side of the equation. The other, which relates to your question, is I think that we’ve mentioned in the past that one of the strongest categories, the strongest category from a percentage standpoint, in attendance at our domestic parks last year was international visitors and so that’s something that we’ll keep our eye on. To your question, it’s a little early for us to make any judgments about that for the year as a whole. Foreign visitors are still a strong category for the attendance for the quarter to date but I wouldn’t -- I don’t yet draw any great inference from that, so it would remain to be seen what happens to the dollar and also what happens with that category. I think that we have found that the appeal of the Disney vacation experience for international visitors has -- is very, very strong. The intent to visit domestically, the intent to visit internationally is still strong. When there’s a downturn, that intent tends to build up some as people can defer over that period of time. But if you look at Walt Disney World attendance for 2008, it was about 20% from international guests and that’s up a bit from the prior year, not quite on a percentage basis up to historical peaks but still strong. Michael Morris - UBS: Thank you.

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

Your next question comes from Imran Khan. Imran Khan - J.P. Morgan: Thank you for taking my questions. The question is about your future asset mix -- Bob, as you look at the company over the next three to five years, how important is the television business to you for -- you know, what kind of synergistic value do you see? And also in the past you talked about the videogame -- how do you see the value of owning a big studio in Disney? Thank you. Robert A. Iger: Well, commenting about the asset mix in terms of potential divestitures or acquisitions is not something I want to do. We get asked a lot about our television business, particularly our TV station business. We have 10 stations, as you know. They are stellar performers in their markets. Interesting, I just looked at the ratings for election night and in a lot of the big markets that we operate in, our stations equaled or exceeded the ratings of some of our biggest competitors combined. And I think that’s a testament to the management strength of that business, as well as to the asset value that they’ve created, particularly the local news brand. These are businesses for us that deliver high capital returns and while they have been a low growth, I guess in the past year because of the fall-off in advertising, no growth, we still believe in them because of the way that we run them and the free cash flow that they throw off for this company. On the videogame side, again I’m not going to comment about potential acquisitions. I’ll comment on the business -- we still see this as a growth business. We’re investing accordingly. We’ve always said, whether it relates to videogames or any of our other businesses, that we will be opportunistic in terms of acquisitions, looking for things that fit our strategy well and that will deliver long-term growth and returns to our shareholders. We have also a strong balance sheet and that gives us the opportunity to be opportunistic or to take advantage of opportunities when they arise. Imran Khan - J.P. Morgan: Thank you.

Okay, Imran, thanks. Operator, next question, please.

Your next question comes from the line of Mark Wienkes of Goldman Sachs. Mark Wienkes - Goldman Sachs: Thank you. I’m just wondering, you mentioned the 12 or 13-week window into bookings, but what’s the typical percentage of business on the books at this point in time for the forward half, the first half of the forward year? Thomas O. Staggs: That’s actually not something that we tend to discuss, partly because it varies from quarter to quarter and it’s a tough thing to read into and I’m not sure it’s indicative of where things are going, so we don’t give sort of percentage booked information as we go along. There are a number of things that go into that; for instance, the degree to which it’s a quarter that’s heavy in the travel trade versus convention business, et cetera, and how quickly those folks book but the 12 to 13-week window works pretty well for domestic and international tourist-based business. Mark Wienkes - Goldman Sachs: Right. But the current pacing number that you quoted, you I guess wouldn’t have given it out if it wasn’t somewhat relevant, at least. Thomas O. Staggs: Well as I said, the rooms on the books, the pace vis-à-vis last year if you look at Q1 and Q2 combined, is down slightly more than 10% than where the number of rooms on the books were at this time last year, so slightly less than 10%. Mark Wienkes - Goldman Sachs: Understood, and then not to get overly detailed on the promotion that you mentioned, but the four and three or whatever the appropriate title of it is, is it fair to say the tradeoff here is low incremental margins per attendee and the goal is to fill the parks to help cover the fixed costs? Or how do you think about the profitability of that promotion? Thomas O. Staggs: Well, no, I think that a good way to think about it is that what we do is we extend length of stay, we provide certainly a greater promotional value to the guests, and the -- what you would end up with at the end of the day, all other things equal, is a slightly lower average daily rate at the hotels with people -- while we increase volume to people. This by the way, it’s not the biggest promotion we’ve ever done. In fact, it’s not the biggest percentage discount that we’ve ever seen. It’s actually reasonably consistent with what we have seen in the past, as recently as 2003. It’s been effective in that regard and I have every reason to believe that it would be effective again here. Robert A. Iger: Also, you have a marketplace that based on our research tells us that people want to take vacations during 2009 but they are going to be much more value-focused, and this gives -- which I think is one of the reasons why we have seen our bookings fall off some what -- this gives us an opportunity to provide a catalyst to both early bookings and possibly better attendance or stronger attendance as the 2009 calendar year unfolds. It’s a stimulant, in many ways, and while there is some cost to us, we believe long-term the benefits will outweigh that. Mark Wienkes - Goldman Sachs: All right. Okay, that make sense. Thank you.

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

Your next question comes from the line of Jason Helfstein of Oppenheimer. Jason Helfstein - Oppenheimer: Besides deferred revenue, were there any one-time items that impacted cable network revenue in the quarter? And then can you just comment with respect to the pilot and the development costs -- obviously that was significant and had a tremendous impact on the lost broadcasting. Do you expect any of that to trickle into the next quarter or did that mostly get finished at this quarter? Thanks. Thomas O. Staggs: With regard to -- we mentioned in the press release, we referred to the sale of a European cable asset, so we recognized a gain on that in the quarter. It was roughly $20 million in the quarter. Of course last year, we recognized a settlement with a European distributor that improved the results last year, that was a benefit that was slightly greater, so those sort of offset each other in the current year comparisons. With regard to pilot costs, they were higher. Pilot costs, pilot abandonments in Q4 for activity that usually takes place in Q3, most of that, virtually all of that took place then. As we look at 2009, I think there’s a couple of things to bear in mind. One is because we had a strike shortened season last year, there will be more original episodes of programming on the air this year, 2009, that is. That pushes costs up somewhat. We’ve also got a number of shows which have continued to show great success and reached fourth and fifth years on the air, Grey’s Anatomy, et cetera, and costs for those shows tend to go up some over time but we’ve structured our contract so that it’s not -- it doesn’t impact the profitability dramatically but we will see increasing costs from that perspective. But the pilot piece was pretty much through in Q4. Jason Helfstein - Oppenheimer: Thank you.

Thanks, Jason. Operator, next question, please.

Your next question comes from Jessica Reif-Cohen of Merrill Lynch. Please proceed. Jessica Reif-Cohen - Merrill Lynch: Thank you. I would like to follow-up on comments that both Tom and Bob made -- Tom, I was wondering if you could elaborate on your comments about the -- you said the health of the cruise ship line and timeshare -- it sounded like things were really good there, so if you could talk about bookings and sales. And then Bob, you said something right at the beginning of the call regarding ESPN, that there were opportunities for investment and I was hoping you would elaborate -- are you talking about international opportunities? And I guess the final thing is on affiliate fee growth for ESPN -- you are in the middle of many of those original contracts that were resigned. Can you just talk about what the growth rate is for affiliate fees now? Thomas O. Staggs: Let me talk for a second on cruise and DVC and again, we’ll try to talk about what we’ve been seeing lately and not so much trying to make predictions but when it comes to cruise, for example, after 9-11 we saw that business hold up quite well, the same could be said for DVC. And the -- now we only have currently two cruise ships to fill. We occupy a very comfortable niche in that business. We are not making predictions that we won’t see any impact but at the same time, we think we are very well-positioned in the cruise business with a really strong product and should fair relatively well. With regard to DVC, DVC wasn’t a big driver in last quarter but that’s in large part because we recognized revenue on a percent completion basis. The sales of DVC units were actually quite strong but because we were selling properties that were on an average basis less complete on a percentage basis, less of the revenue from those sales were recognized, and so that strength didn’t show up in the quarter. Where that goes from there, we’re not making predictions but that for us has been a business that has continued to show signs of good health throughout 2008 and last quarter. Robert A. Iger: Regarding ESPN, on the program strengthening side, or the reference to the comment that I made, first of all it’s in the best interest of anyone selling programming out there to publicize the fact that ESPN might be interested. But my comment was meant to say that in a tough economy, the strong -- from a brand perspective and a business perspective, and the business model at ESPN is obviously quite sound, have a tendency to improve their competitive advantage. And I think it’s possible that the competition for programming that ESPN has faced could decrease somewhat in this tougher environment. That’s what I mean. In terms of your question about where we are with affiliate fees, as you know, those fees were going to moderate over time to the mid-single-digits. I think you can figure out based on the timeline where we might be in that moderation scale but we are not going to get specific about our program -- our subscriber increases. Jessica Reif-Cohen - Merrill Lynch: Thank you.

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

Your next question comes from the line of Jason Bazinet of Citi. Jason Bazinet - Citigroup: Thanks so much. Now that we are sort of in the midst of this economic downdraft, I am sort of more curious about the potential turnaround and given the investments that you have made over the past three years, I’m thinking California Adventure, the videogame investments and the two new cruise ships, can you just remind us sort of in broad terms how you sort of imagine those coming online and helping the top line? Thanks. Thomas O. Staggs: Well, we haven’t given guidance or projections on what they would exactly do to the top line. The California Adventure, we are beginning the process of that construction. We actually -- the first piece of it has come online in Midway Mania, the Toy Story attraction that’s there at California Adventure, but there is more to do and through 2010, 2011, 2012, and I think that having an evolving entertainment offering there should actually do a couple of things. One, I think it can drive the overall top line of the Disneyland resort. Number two, I think it could provide for the potential increase in length of stay as California Adventure becomes a bigger, more important piece of the vacation experience down there at Disneyland. With regard to the cruise business, we have said in the past that we enjoy sort of a mid-teens return on invested capital in cruise and that we anticipated having a similar sort of return for the business after the two new cruise ships come online. That doesn’t happen for a few years but the increase in the top line will be commensurate with that, so we are looking forward to that down the road. Robert A. Iger: I was at Disneyland and California Adventure on Sunday, in the middle of this tough economy on a day that started with rain in Southern California and there were 50,000 people at Disneyland and California Adventure combined for the day, which is -- I know that doesn’t help because you don’t have much perspective but that’s a pretty strong showing. And one of the things that was clear is that at California Adventure, where we’ve got good attractions, a new one, Toy Story Mania, for instance, there’s real appeal and real demand. We have an opportunity there because of the size of that property to infuse it with stronger attractions and I believe end up with a park that is substantially more successful than the one that we have today. And as Tom referenced it, because Disneyland itself is so built out, the primary way to really grow that resort is by improving California Adventure and growing that out. And when you consider that what we are putting in there is so attractive, Cars Land will be the anchor, a very, very successful franchise for the company, then we believe not only will we grow the top line but our real focus is to grow the bottom line and to grow our returns on invested capital. Where we have committed to spending capital in 2009 and beyond, in each case the goal is to do just that, is to improve not just the top line but return on invested capital in the bottom line. Another example of that would be the Disney Vacation Club where we’ve added two very, very attractive properties to that mix -- the contemporary resort tower, which has a different name, and I can’t remember at the moment -- [Multiple Speakers] -- and Animal Kingdom, and an Animal Kingdom build-out and both properties are considered quite attractive to the marketplace, which is one of the reasons why we are getting the sales that we are getting. Again, another example of using capital to drive the bottom line. Jason Bazinet - Citigroup: Thank you.

Okay, Jason, thanks. Operator, we have time for one more question.

Okay, your last question comes from the line of Anthony DiClemente of Barclays Capital. Anthony DiClemente - Barclays Capital: Thank you. Focusing on the U.S. consumer on the demand side, if you look at October, Visa, MasterCard, AMEX, they all talked about how spending on credit cards contracted during the month and as a result, what they have decided to do here in November is lower maximum credit limits across the board, even for high-end consumers. So it would just seem like the average consumer just doesn’t have the liquidity regardless of pricing on perhaps bookings at the theme parks. Now, in the last recession you managed through, you didn’t really have that liquidity issue but you did have terrorist fears, which you don’t have now, at least, thank God, not to as high of a degree as you had last time. So I just clearly no two downturns are the same but Bob and Tom, I just hope based on your experience, can you help us compare on the demand side from the standpoint of Joe the plumber, so to speak, how those two different calamities compare? Thank you. Robert A. Iger: Wow, a political reference, Joe the plumber -- a distant memory [at this point]. I think you’ve said it, you said it well, Anthony, when you said that no two downturns or no two recessions or no two economies are the same. Not only is the environment different but we are very different as a company too, as Tom pointed out well earlier. We are more affordable today, so you could argue if this -- if there are capital constraints, well, we are more accessible and more affordable. We have more value-priced rooms. That’s certainly the case versus ’91 and it is the case versus 2001 as well. So I don’t think we can in any way really determine exactly how the downturn that we are currently experiencing will impact us except to give you the perspective that we gave you today, which is what we are seeing today. We are very purposeful in giving you as much detail as we could about the marketplace that we are seeing, but the reason for that is because we really feel that we can’t really give you anything more than that right now, and I think that’s a consistent theme that you are hearing across multiple sectors from multiple companies. It’s just too tough to tell. The thing that I feel the best about right now is the strength of the Disney brand, the mix of our assets, the creative momentum that we’ve had, and the experience of our team that has been through if not the same kind of downturn, certainly a significant downturn before and we are better prepared to manage through this today than we were in 2001. Thomas O. Staggs: You know, and it may sound odd but the fact is that given what Bob just said, we are in a position both with financial strength and business strength to be able to focus on the long-term and to focus on continuing to deliver value over time, and so while we will operate in this environment, from the standpoint of either the intrinsic value of the company or the long-term prospects of the company, we still feel very, very good about where we stand, and so the downturn will unfold however it will unfold but at the end of the day, I think we’ve got a very good shot of seeing ourselves on the other side in an even stronger position than where we go in. Anthony DiClemente - Barclays Capital: Great. Thank you very much.

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

Thank you for your participation in today’s conference. This concludes the presentation. You may now disconnect. Good day.