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

Doug Mitchelson - Deutsche Bank Jessica Reif-Cohen - Banc of America Merrill Lynch Spencer Wang - Credit Suisse Scott Davis - J.P. Morgan Michael Morris - UBS Jason Bazinet - Citigroup Michael Nathanson - Sanford C. Bernstein Benjamin Swinburne - Morgan Stanley David Miller - Caris & Company Tuna Amobi - Standard Import Group Doug Creutz - Cowen & Company

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

Thank, Brittany. Good afternoon, everyone and welcome to the Walt Disney Company's fourth quarter 2009 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 is also being webcast and that webcast will be available on our website, as will a replay and transcript of today’s remarks. Joining me in Burbank for today’s call are Bob Iger, Disney’s President and Chief Executive Officer; and for his 46th and as it turns out final earnings call as Chief Financial Officer, Tom Staggs. As I am sure you saw, Bob made an important executive announcement this morning. He is going to begin with some comments about that announcement, and then Bob and Tom will speak about earnings and then we will of course be happy to take your questions. So with that, let me turn the call over to Bob and we will get started. Robert A. Iger: Thank you, Lowell and good afternoon. As you know, we announced earlier today that on January 1st, Tom Staggs will assume the role of Chairman, Walt Disney Parks and Resorts, while Jay Rizzulo, who currently holds that position, will become Senior Executive Vice President and Disney’s Chief Financial Officer. Jay and Tom are dynamic, experienced and versatile executives who have each been at Disney for around 20 years. They know and understand the company and its brands intimately and are very effective leaders whose background are for the new roles. Since I have been CEO, they have been a critical part of the team helping implement the strategy that has led to our success. They are also ready for some exciting new challenges that will benefit both them and our company. Tom, I think you would all agree, is one of the best CFOs around and over the last decade, he has worked closely with me, guiding the company strategically and has played a big part in everything from the Pixar and Marvel acquisitions to reconfiguring our management incentive system to helping ensure our team does the best possible job for its shareholders. Throughout, he has done a great job of making sure our capital is put to the wisest possible use for long-term growth, as well as managing costs across the company. He has also played a key role in managing the Disney brand and leading a very successful implementation of our company-wide healthy food and environmental policies. Jay has had a great success, he has great business skills and instincts and substantial creative experience as well. Under his leadership, the Disney park experience is reaching more people than ever before while enhancing its well-deserved reputation for quality. Even while overseeing major expansions at Anaheim and Hong Kong, Jay has done a fantastic job over the last seven years of taking our parks and resorts business beyond the theme park gates, as we have built up our cruise line, vacation club, and family tour businesses. He has also successfully position our parks during the economic downturn through some really innovative marketing and smart management. Jay has also led our Shanghai park development efforts and we are very proud of the work he and his team have done. From my perspective, it’s incredibly valuable to a corporation like Disney to have executives gain experience in various parts of the organization. It gives them a new set of challenges, new perspectives, and a great opportunity for continued growth. Over the longer term, the practice of motivating and developing executives by providing new or expanded opportunities will help us attract and retain talented people and will serve the company well. Given that he has been CFO for over a decade, I know you will miss Tom, as many of you can attest, Tom has done a great job providing information and perspective that has served both investors and the company well and I know that Jay will continue in the tradition Tom has established, serving us all equally well. I am really excited about continuing to collaborate with Jay and Tom in their new roles and feel these steps strengthen a management team that is already the best in the business. Now I would like to turn to our earnings -- over the last 18 months, I have spoken to you about how we have sought to maintain our strategic focus while reshaping the company to both withstand the weak economy and to tackle the many challenges facing our businesses. We believe we have delivered on those objectives, putting Disney in a strong competitive position while enhancing the company’s ability to deliver long-term value to shareholders. For the quarter, our earnings improved over a year ago largely due to the performance of our media networks. While there are some signs of recovery, the environment remains challenging and we are managing accordingly. Tom will speak in detail about our financial performance but I wanted to highlight a few of the steps we have taken to advance our fundamental strategic goals of building on our position as a leader in the creation of high quality branded content, of using technology to make that content more compelling and to reach more consumers in more ways, and at making Disney an even more prominent provider of entertainment globally. As you know, last week the Chinese Government gave its approval for a Disney theme park in Shanghai and we are absolutely delighted this significant milestone has been reached and look forward to finalizing a deal with our partners in Shanghai to build a world-class resort where the People of China will be able to enjoy first hand an amazing mix of characters, stories, and experiences. With 1.3 billion people, increasing affluence, and one of the world’s most unique and dynamic cultures, China is an important and promising country for us and we will not only become more so in the years to come but we feel truly privileged to have this opportunity. We are also working toward closing the Marvel deal. Since we announced the acquisition at the end of August, it’s become even clearer to us just how well-know and appealing Marvel characters are around the world and we are looking forward to increasing the visibility and value of Marvel’s characters and stories across our businesses, platforms, and global markets. As our numbers indicate, our studio had an extremely disappointing year in 2009. This is primarily due to the performance of our live action slate, but we also see challenges to the motion picture industry business model and we are taking steps to address them. Our choice of Rich Ross as the new head of the studio is designed to both redirect and improve its creative endeavors, as well as to immediately and properly address the secular changes we are seeing. This requires aggressive focus on the cost of producing, marketing, and distributing our films. It also requires challenging the status quo of a business that is already witnessing real change in how consumers use their time and spend their money as entertainment sources proliferate and access to them becomes significantly easier. The studio restructuring announced yesterday is in keeping with this approach. Additionally, the spread of faster Internet connectivity will increase global piracy threats and it is imperative the industry address these threats with vigor, cohesiveness, and a real sense the peril is both real and immediate. By adding Marvel to our slate of Disney and Pixar films, we will in the coming year be making movies under three of the best known labels in family entertainment. These brands resonate with consumers globally and give us a competitive advantage in a world of nearly limitless choice. We will also continue to focus our investment on franchise properties like Princess and the Frog, Cars 2, Toy Story 3, and Pirates 4. When our franchise films are successful, they create a wave across the company that can lift up all of our Disney branded businesses. While it remains a challenging time, it’s also a very exciting one -- our parks and resorts business is expanding with the addition of attractions that bring together great creativity and fantastic new technologies at Disney's California Adventure, at Hong Kong Disneyland, and at the Magic Kingdom at Walt Disney World. Work is well underway on our new family resort in Hawaii and on two magnificent new cruise ships whose design we unveiled a couple of weeks ago in New York. At ABC, we are off to a solid start in the fall season with several of the most watched shows, including new hits like Modern Family, Flash Forward, and V, and favourites like Grey’s Anatomy and Desperate Housewives. ABC Family is a real success story as well, attracting a growing audience through terrific original programming, while Disney Channel has been posting its highest ever domestic ratings. The launch of the boy focused Disney XD has been successful in the U.S. and several key global markets while overall Disney Channel continues to show impressive international subscriber growth. Earlier this year, ESPN also made a major move internationally with its purchase of Premiere League Rights in the U.K. and has deepened its relationship with its most avid fans by setting up local sports portals in key cities, including Chicago, Dallas, and Boston, with New York and Los Angeles to come soon. In the fourth quarter, ESPN posted its biggest ever audience numbers, helped in particular by college and pro football. Now 30 years old, ESPN remains an incredible innovator, both technologically and in the quality and scope of its content, bringing more great sports to more fans around the world in more ways than ever before. ABC, ESPN, and Disney Channel remain three of the most creative and valuable brands in entertainment and all three of them are finding ways to reach new audiences in new ways and new places. While it’s been a very challenging period, the focus of our strategy has remained consistent -- invest in great content and experiences, nurture an environment where creativity can flourish and innovate aggressively to maintain relevance and meet the needs of our consumers. By keeping this focus and executing skilfully, we believe Disney's value can only increase over the long-term and now I will turn things over to Tom. Tom. Thomas O. Staggs: Thanks, Bob and good afternoon, everyone. Before we turn to your questions, I will take a few minutes to highlight the key drivers for Q4 and touch on some of the factors that are likely to influence our results in fiscal 2010. At media, cable networks operating income was up in the quarter, driven by ESPN. ESPN benefited from the recognition of $128 million more in net deferred affiliate revenue in this fourth quarter compared to the prior Q4. ESPN’s operating income was also boosted by an extra week of subscriber revenue and higher subscriber rates compared to the prior year, partially offset by higher programming costs associated with new deals with the SEC, U.S. Tennis Open, and the English Premiere League Football. ESPN ad sales came in flat to the prior year for the quarter. However, adjusting for the effect of the 53rd week, as well as the relative timing of major sports events, we estimate that ad sales would have been down by almost 3%. Despite the tough environment and the increased investment in programming, our combined cable networks delivered growth this fiscal year, which is evidence of their strong business models and position in the marketplace. At broadcasting, results improved on a higher sales of ABC produced shows, including Grey’s Anatomy. At ABC, favorable timing of pilot costs and the extra week in the quarter offset the impact of lower ratings. Q4 ad revenue at our TV stations excluding the extra week of sales came in just over 15% below the prior year, although the local ad market has shown some signs of improvement. We are seeing a number of encouraging signs elsewhere in the ad market as well. So far in Q1, network scatter pricing is running more than 20% above up-front pricing levels. More over, option pick-ups for our Q2 are the highest we have seen in the last 10 years. We have also seen some improvement in ad sales trends at ESPN. Q1 comparisons at our TV stations are made tougher due to last year’s political ad revenue. Bob mentioned we are disappointed with results at the studio, where operating performance was lower driven by film cost write-downs. Music sales were also off somewhat compared to last year’s Q4, which included strong releases from The Jonas Brothers and Miley Cyrus. Looking forward, the studio has a strong slate of upcoming films for 2010 -- key releases include our animated film The Princess and the Frog, coming to theaters nationwide on December 11th; Alice in Wonderland on March 5th, and Prince of Persia, Toy Story 3, and Sorcerer’s Apprentice, all three of which are slated for release this summer. At our consumer product segment operating results reflected the difficult retail environment’s impact on our licensing, stores, and publishing businesses, as well as the strength of Hannah Montana and High School Musical properties in Q4 of the prior year. Lower sales of merchandise across most categories drove a 20% decline in earned revenues at licensing for the quarter, in part because the impact of the downturn was not fully evident in our licensing business until the beginning of calendar 2009. Turning to parks and resorts, whose results have recently taken on even greater significance in my mind, attendance at our domestic parks was up 10% in Q4, driven by the extra week in this year’s fourth quarter and continued solid response to our promotional offers. Excluding the impact of the extra week, combined attendance was up 3% with a 15% increase at Disneyland offsetting a 3% decline at Walt Disney World. Walt Disney World’s occupancy came in at 84%, 5 percentage points below the prior year, while Disneyland’s occupancy was 4 percentage points lower than last year also at 84%. Not surprisingly, our promotional packages led to greater room and admissions discounting, which contributed to softer guest spending. Per capita guest spending at our domestic parks decreased by 10% and per room spending at our domestic resorts was off by 7%. Looking ahead, Q1 domestic bookings at our resorts are running roughly 5% behind this time last year. But as we saw in the last few quarters, bookings are tending to take place closer to actual travel dates. It’s difficult to predict how long the downturn will impact consumer spending and travel. We will continue to gauge the market and respond with promotions we feel are appropriate, including our recently announced offers which extend through March at Walt Disney World and through April at Disneyland. These promotions have been well-received and there has been a pick-up in the bookings pace since we announced them. Our parks management has done a fine job of managing costs throughout this past year and those efforts continue as we enter 2010. At the same time, we remain committed to delivering the premium guest experience people expect form our parks and resorts. As we enter 2010, we are pleased with some of the trends we are seeing but we also expect that the economic environment is likely to continue to pose challenges. We expect our pension and post retirement medical expenses to increase by approximately $270 million this year, driven in part by lower discount rates. Approximately half of this amount will impact our parks and resorts segment. The relative strength of our cash flow in 2009 provides evidence of our ongoing focus on closely managing our spending, especially during the current downturn. At the same time, we remain committed to allocating capital toward growth opportunities that maximize value for our shareholders. Our first priority is to invest in existing businesses or new growth opportunities that can generate attractive returns. These include selectively increasing our investment in sports programming and in other television, film, and videogame content. In addition, we will increase capital expenditures in 2010 for key initiatives at parks and resorts, including the expansion of California Adventure at Disneyland Resort, the construction of our new ships at Disney Cruise Lines, as well as new attractions at Walt Disney World and at our parks in Paris and Hong Kong. We are also willing to pursue acquisitions to the extent we are convinced that they enable us to sustain or build competitive advantage and deliver strong returns. The pending acquisition of Marvel illustrates well the type of opportunity that we believe can utilize our existing strengths to drive future growth from high quality branded content. Additionally, we expect to continue returning capital to our shareholders through dividends and share repurchase. We purchased only a modest number of our shares during Q4, given constraints imposed by the pending Marvel acquisition. However, we continue to believe our shares remain attractive at current levels and expect to continue our repurchase activity. Our strong balance sheet and diversified revenue base position us well to successfully navigate through the current economic conditions. More than ever, we are focused on managing with financial discipline while we continue to invest in Disney's brands by creating high quality content and experiences that can be leveraged across our businesses to maximize shareholder value over time. I would also like to thank all of your for your time and interest, not just today but over the last 11 or so years. I will miss my current position but I am excited by the prospect of my new role. Having worked with Jay for 20 years, I also know that he will do a fantastic job as CFO. As importantly, Jay and I both have the benefit of extraordinarily strong teams within our respective organizations and that gives us great confidence and comfort in our new assignments. And 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) Our first question comes from the line of Doug Mitchelson with Deutsche Bank. Doug Mitchelson - Deutsche Bank : Thanks so much. Well, Tom, it looks like you should start your Chinese and Mandarin lessons right away. I guess -- sort of not a question but from the outside looking in, I would say this positions both you and Jay as potential CEO candidates down the road when Bob decides to hang it up in 10 or 20 years, so I am just curious what advice you gave or would give you Jay, and what advice he might have given to you as you guys trade jobs. Thomas O. Staggs: Well, I am certainly going to speculate on what the future holds and I know that for the moment, Jay and I are both focused on the roles that we are assuming. As I mentioned in my comments, Jay and I have worked together for 20 years and know each other well and I think that gives us both great confidence in the future for both organizations. I would just also reiterate that because they are such strong organizations in place, that makes this transition that much easier. And so I think that we are both looking forward to it and I don’t -- I think that neither one of us is going far. We’ll both be there to give each other advice as we go and I think that will serve us both well. Doug Mitchelson - Deutsche Bank : If I could just ask a follow-up, in the movie write-downs for the quarter, was this for only films already released or does this include Rich having a chance to review the prospects for the pipeline? Thomas O. Staggs: The write-downs that you saw in Q4 are principally for films that have been released to date. There are some film costs for projects that were in the works that we had previously decided to not pursue. However, it does not reflect decisions that Rich has made since the time he took over. That was actually after the balance sheet date.

Our next question comes from the line of Jessica Reif-Cohen with Banc of America Merrill Lynch. Jessica Reif-Cohen - Banc of America Merrill Lynch: Bob, when you think about fiscal year 2010, I was wondering if you could just give us some thoughts about where you think the bigger drivers will be? Will it be revenue and if so, where? And can you discuss the outlook for costs, is there any room for further improvement? And secondly, how different will the Shanghai theme park be and can you tell us what your share of costs will be and what the expected structure will be? Thanks. Robert A. Iger: On the second part of the question, since we have announced that the approval that we got from Beijing will enable us to proceed to conclude a long form agreement or a formal agreement with Shanghai. We have decided with Shanghai not to release any more details about the nature of the park or the nature of the relationship until we conclude the final agreement. We are in a design and development phase though and are giving considerable thought to what the park will look like and we will work closely with our partners in Shanghai in that regard, particularly once the agreement is finalized. In terms of levers both on the cost side and on the revenue side for 2010, Tom cited some. Certainly on the movie side we are really excited about The Princess and the Frog and Alice in Wonderland, Toy Story 3, Prince of Persia, and so you can expect that the titles that we have coming into the marketplace for 2010 should outperform some of the title we have in 2009 but the DVD release of a number of those titles won't come until the next fiscal year, so we won't benefit full from that. We are going to watch obviously very carefully results in our parks, although if you look back to prior economic downturns, we tended to lag recovery a big. That tends to do in part with just the way vacations are planned. We are hopeful that we will see a strengthening economy and therefore a strengthening business but as Tom also mentioned, we don’t have great visibility there. I’d say the biggest area in terms of revenue, potential revenue improvement for fiscal 2010 will come on the advertising front, where Tom mentioned that sales are generally good at our media networks for the quarter that we are currently in. Again, we are not making any predictions formally about the rest of the year. We are taking more of a cautious approach and with that in mind, because visibility is still somewhat limited, although signs are encouraging, we are continuing to proceed in terms of our vigilance on the cost perspective as though this is going to be a challenging economy and environment for basically the duration of the year. I had the chance to speak with a few of our theme park executives this morning and they talked pretty aggressively about continuing to look at costs and I think that is a prudent thing to do. And as I said, we will see exactly how the year progresses. I also want to remind you that there are some sports rights issues from the comparison perspective that we will deal with in fiscal 2010, the purchase of English Premiere League, for instance, will have an impact on ESPN and as you know, we are investing in a fair amount of initiatives that are designed to create long-term growth and the cost of some of those initiatives will also kick in in 2010. A lot of that comes on the parks and resorts front with our cruise ships and the expansions that we have mentioned and some of it is in some other businesses as well, although the dominant expense increase comes on the parks and resorts front, particularly in an area like cruise, for instance, where there will be increased spending as the year progresses but since the boat won't be launched until fiscal 2011, we won't see the benefit of that and the revenue coming in until fiscal 11. So we are looking at a year that at least at the beginning is showing some potential signs of improvement but I want to emphasize that visibility is somewhat limited and we are going to continue to address the cost side, particularly with the economy being somewhat uncertain.

Our next question comes from the line of Spencer Wang with Credit Suisse. Spencer Wang - Credit Suisse : I just wanted to ask one question on the park margins and cost structure -- it looks like costs were down about 4% or so for the full year and I recognize that some part of the cost structure is variable but just given the pension costs that, Tom, that you mentioned, if revenues at parks are kind of flat to maybe up a little bit in 2010, how should we think about the cost growth in that context? Thanks. Thomas O. Staggs: We have discussed a little bit the nature of the actions on costs that the parks have taken in the year and really the bulk of it was designed to be the kind of thing, the kind of cost cuts that were structural and that could be sustained. And so I think that bodes well for us. Now, getting something like half of this increase in the pension and post retirement medical costs, that clearly is going to have an impact on margins versus where they would otherwise be. I would also say that this is a group that consistently looks for efficiency and productivity measures but at the same time, some of the actions that we have taken over the last year are in the way of cost deferral and so as time goes on, some of those will find their back into the cost base, including to a certain extent, in 2010. A good part of the employee base did not take raises in 2009, et cetera. There were certain park hours that were trimmed back that we will have to take a look at in the context of the overall demand. So there is a chunk of it that is variable and it will come back in. There is a portion of the cost savings that are permanent but there is also a portion that I expect will resume some upward pressure on growth just as time goes by in the natural course of things.

Our next question comes from the line of Scott Davis with J.P. Morgan. Scott Davis - J.P. Morgan: My question is you mentioned that you expect further ad improvement at ESPN and I know you don’t want to give guidance but maybe you could just give us some things to think about because I’m looking at it and saying well, ratings look like they are just doing really well, scatter pricing is improving, auto is picking up and I think NASCAR has been a bit of a drag. So I am just trying to figure out the trajectory of how all those dynamics play themselves out -- I mean, recognizing there would be difficult comps in the last year with the loss of the extra week. Is there anything else I should be thinking about? Robert A. Iger: The numbers for ESPN from a ratings perspective, as you mentioned, Scott and as Tom and I both addressed, are fantastic. They had -- they’ve just had a great quarter and the numbers continue to be strong. And that is obviously impacting them from a sales perspective, aided by a marketplace that is definitely showing some signs of recovery. But not only won't we give guidance, ESPN would be the first to admit that while they are experiencing a strong market now, there is still no guarantee that will continue and we would prefer not to predict that it will. They are seeing strength across multiple sectors. You mentioned automotive, men’s grooming is up, insurance is strong, there’s good business from the movie studios, retail also very strong. Those are all good signs. The other thing that is interesting is that ESPN's strength in ratings and the marketplace in general in terms of avails, particularly in primetime, is getting ESPN to compete for dollars beyond sports dollars and that’s a pretty unique position for a sports cable network to be in, and a position that ESPN has not found itself in very often in the past. And so it is clear that the investment that ESPN has made in its programming and the strengthening of its brand is having an interesting impact not just on the ratings but on the way ESPN is perceived from a marketplace perspective. The other thing I want to add that is also encouraging, and I realize I am going to caveat all of this by saying again no guidance and don’t necessarily take this to the bank for the whole year, but ESPN is showing some really encouraging growth on the digital front. Both their dot.com performance, their mobile performance, also their ESPN 360 is all improving and they are turning that into advertising revenue as well. A small example, but there are 4 million downloads of the score center app on the iPhone and of those 4 million downloads, 2 million of those users are using score center regularly and it is advertiser supported and so it started to generate some real revenues, small when you compare it to the total but some pretty encouraging signs in terms of digital advertising growth there as well. Thomas O. Staggs: The only thing I would add is when you think about it, what ESPN has been doing is continuing to build out its position, so Bob mentioned ESPN 360 where subscribers have more than doubled in the past year. Similarly, ESPN new subscribers have more than doubled in the past year and so these other businesses that they have been quietly building I think bode well for ESPN's future and for their overall position. So we are encouraged by the near-term signs that we are seeing, as Bob said, but we are also feeling good about how they are positioning and investing for the long-term. Scott Davis - J.P. Morgan: And the one thing I mentioned that you guys didn’t comment on or take the bait on is NASCAR, so I’m assuming that that’s been a drag that is going to go away by the end of November -- is that a fair characterization? Robert A. Iger: Well, you are right -- they had some softness in their advertising and in their ratings for NASCAR and I guess when the season ends, they will obviously turn to doing what they can working with NASCAR to strengthen both the ratings and advertising for next season.

Our next question comes from the line of Michael Morris with UBS. Michael Morris - UBS: So retransmission consent and getting paid for the broadcast networks and stations is a topic that has been around for a while but it is certainly heating up lately. I’m wondering if you can give us an update on your thoughts -- you have fewer stations, of course, but still a pretty sizable footprint. Is seeking compensation for your network content through retransmission something that you are looking to explore and is it something you would rather do at the network level or at the station level? And then just one other thing -- Bob, you talked about with a little more emphasis I feel like on this call the need for vigilance around protecting IP as broadband penetration increases. Is that something that you are kind of stepping up and can you speak to any significance to comments on this call versus prior calls? Thanks. Robert A. Iger: Well, on the piracy front, it’s definitely something that we are more interested in and more worried about and as we watch with great interest growth and penetration of high speed broadband connectivity not just in the United States but in markets across the globe, it’s clear that while that creates some real opportunity for us in terms of robust means of distributing our content to consumers on new platforms, it also I believe raises the threat in terms of piracy and in certain markets, South Korea is a great example, where broadband connectivity at really high speed is ubiquitous, the piracy issue is far greater. And I think that while this industry has talked a lot about piracy as an issue and has done certain things, needs very much to galvanize around this issue as probably not only its biggest threat but one of its most critical and important strategies going into the future. And we are at the table with others in the industry looking for solutions, attempting to create a cohesive approach and really trying to attack this on a multiple or multi-layer -- in a multi-layer way. And I think it’s -- the most important thing usually in dealing with a threat is to recognize its existence and so our articulation of this issue is in part designed to do just that. On the retransmission front, look, we have 10 great stations and a very successful network and have long believed that the value that those stations and network creates not only for consumers but for multi-channel providers is significant, and we are intent on getting paid marketplace prices or fair market value, I should say, for those stations and that network. We’ve had a good relationship with multi-channel providers over the years that have created great value for us and paid us well, just as while they have been paying us well, we’ve been continuing to increase value for them by investing in our programming and our brands -- ESPN is probably the best example of that but Disney Channel, ABC Family, we could name a bunch. We obviously are watching very carefully the dynamic in the marketplace about retransmission consent and fully expect to participate in the trend, however it goes, and continue to work as closely as we possibly can with multi-channel providers to not only derive value and preserve and protect shareholder value for us but to make sure that the business, the business model of multi-channel service continues to create real value -- very, very important for us.

Our next question comes from the line of Jason Bazinet with Citigroup. Jason Bazinet - Citigroup: I just have a question on the ESPN deferral for Mr. Staggs -- maybe I have this wrong, I always thought the number is sort of chewed up between what you deferred and what you recognize for the year, and I had a deferral last year of -- or a recognition in Q4 of last year of 396 and was sort of expecting something less than that in this quarter that you reported. Can you just elaborate on that a bit? Thomas O. Staggs: Sure, the number that we said, the 128, is the net differential in the deferred revenues that were recognized in this quarter versus the number or the amount of deferred revenues in the prior year quarter. So as I recall, we were -- as you mentioned, 396 or something like that in the fourth quarter last year, so we recognized net deferred revenues of $128 million more than that in this year. And that is driven by primarily the normal increase in subscriber rates. Now, it was also driven this year by a difference in the timing of the recognition -- in other words, there was a key threshold that we met in Q3 of last year that we met in Q4 of this year, so that made the differentials in Q4 that much larger. But the differential for the year by and large is only going to reflect the change in rates. There’s a very small anomaly this year that has to do with the 53rd week because the calendars for accounting for us don’t sync up exactly what the calendars for the contracts, and so there is a small amount of revenues that were in the 53rd week that were deferred that will in fact be recognized in 2010. But that is less than $10 million. Jason Bazinet - Citigroup: Okay, and do you mind if I just ask one follow-up? Can you just elaborate a bit just on the operating income losses at the interactive segment? In other words, I would sort of think that that -- that most of the revenues that were generated there were sort of paid for in some other part of the ecosystem and therefore it sort of generate smaller losses or gains. Thomas O. Staggs: Well, there’s -- Jason Bazinet - Citigroup: -- of the [graphic display] market that we are in? Thomas O. Staggs: Well, no, there’s two things to think about in this regard in the interactive media group. Right now we are making an investment in videogames and that takes place there, and we’ve talked about the fact that we are investing there, we are currently in a loss situation. It’s something that we would like to see over the next few years reverse itself as we build out to scale in that business, so that’s going on there. On the other side, you’ve got the online business and the multiplayer games business and in that, I think that arguably there is some of that activity which is marketing other parts of the business in Disney in general, so surely that -- a portion of the loss there is in the efforts to better market our properties broadly. But if you look at the online business, we have continued to see growth in advertising revenue there, especially in the video side of the equation, and we’ve also seen nice growth in the MMOG business driven by Club Penguin, where the subscribers have grown quite nicely. So that’s really how you break down the business and what is driving that.

Our next question comes from the line of Michael Nathanson with Sanford Bernstein. Michael Nathanson - Sanford C. Bernstein: I have a couple -- let me start with Tom first, and congratulations to you, too. Tom, in the past few calls, you have talked about weakness in the licensing business and I just wonder how that market is looking right now and is perhaps your content cycle helping that market? And then what has been the reaction of your licensing partners to the Marvel deal and how are those conversations going? Thomas O. Staggs: The licensing business, I would say this -- I mentioned in the prepared remarks that we didn’t really see the full effect of the downturn until we got to the beginning of calendar 2009. And so that is still going on in the backdrop, so on a relative basis we still see some year-over-year softness there. Also, even though I think we’ve seen some encouraging news on the advertising that Bob cited, et cetera, this holiday period of course, much of it was determined by the extent to which people were ready to place orders over the last few months and so that is going to impact us to a certain extent. Now, the question is what will come in terms of re-orders or the pace of that, et cetera. And so that remains to be seen. But the content cycle I would say we discussed a little bit of softness due to tough comparisons to Hannah Montana and High School Musical. Now as we look forward, I like the trend in the content cycle, I like the refresh that is going on there, Toy Story being first and foremost but also some of these other properties that we have high hopes for and it would be interesting to see whether we continue to grow Fairies, which we like to do. We have The Princess and the Frog, which is another Princess to add to that lineup, which as I think you know is an important set of franchises for us. Cars coming a little bit later on, another year down the road and Cars of course has been one of our most important franchises and the prospect of a sequel to that film really bodes well, so we like the way the content cycle is going from here. Marvel clearly is an augmentation of that overall and I don’t know that we have any specific reaction from licensees at this point but I think that as Bob said earlier, as we’ve gotten closer to it we think the prospects for Marvel are at least as good as we thought at the time that we entered into the transaction. Robert A. Iger: You’re right -- we haven’t gotten much direct reaction other than to hear from certain licensees just how much interest there is out there both in the U.S. and in international markets about Marvel properties and there is real excitement about the films that they have coming up, or that are being made by others, including Iron Man 2 and another sequel to Spider-man and some of the other properties that they have in the marketplace. We think it is going to be a great opportunity for us down the road and we are excited about it. Michael Nathanson - Sanford C. Bernstein: Bob, can I just ask a question -- let me follow-up on something different -- in the past week you are starting to see some real discounting at retail for new Blu-Ray and DVD discs and as someone and as your company who invests in premium content and premium brands, I wonder how do you respond, how do you view the heavy discounting going on at retail for DVDs? And does Disney have anything in their deals that precludes that kind of discounting that could possibly hurt some of the franchises that you have invested in? Robert A. Iger: Well first of all, no, the pricing is determined by retailers, not by us. We sell them our goods and they determine how to price. And as we have seen in the past, typically when they discount, they discount -- on new titles, anyway, they create traffic and there are some good titles in the marketplace to use to do that. However, there is discounting beyond new releases, particularly on library product and I think that is a sign of what we have been talking about, which is both downturn in the economy and also a real secular change in the business. One of the interesting things, by the way, is in talking with our home video guys, in prior economic downturns, library typically held up better than new release products and this time around they are finding that library is down as well, which suggests to us that some of the secular change that we are seeing might be evidencing itself in how library is being sold. It’s pretty interesting -- it’s a pretty interesting trend and we continue to believe that there is just greater competition from people’s time and money in the marketplace, just more things for people to do. We don’t see people building libraries as much as they did when DVD came along after VHS. A lot of those libraries have already been built and it causes us to really reconsider not only what we are investing in our films but how we market and how we distribute them. All the changes we made in the studio are indicative of concerns we have about the marketplace that go beyond just the economy. They are not temporary.

Our next question comes from the line of Benjamin Swinburne with Morgan Stanley. Benjamin Swinburne - Morgan Stanley: Two questions -- one on cable margins, which came in better than expected, or at least on my end, this quarter. I think there was a [Jetex] rebrand and also the U.K. launch -- can you just help us -- I don’t know, Tom, if you can quantify how much those two buckets were in the quarter and whether those two continue on into 1Q. And then on the film side, I wanted to ask about Christmas Carol and then Pirates 4 -- what is your reaction to Christmas Carol box office numbers so far? How do you think about 3D in that movie and future holiday periods, and what is the timing on Pirates 4? Robert A. Iger: I’ll take the question about Pirates 4 and Christmas Carol. First of all, on Pirates 4, we are close to naming a director. Johnny Depp is very much on board and we expect to be commencing shooting with Pirates 4 sometime in the Spring, and so that is all good news. On Christmas Carol, we believe we have a good film. We would be remiss if we said we were elated with the results this past weekend. We actually would have liked it to have done better but it is early in the season. We were very encouraged by the numbers yesterday. It did $5.3 million in the United States. It was Veteran’s Day but it’s an interesting sign. There are many examples of Christmas films coming out in the early November period that have played extremely well for longer periods of time as you near the Christmas holiday and we hope that this film follows that pattern. Also, the cinema score or the result from people who saw this film in 3D was quite positive and in fact much more positive than people who saw it in 2D -- not that the people who saw it in 2D didn’t like it, but the people who saw it in 3D liked it even more. And we are fortunate that even though there is some competition come in the marketplace, we think we will have a pretty good hold on 3D screens, at least until Avatar comes out in I guess mid-December. So this was a costly film and obviously that has to be taken into account and it got off to a slightly slower start the first weekend than we would have liked, but we are continuing to spend in the marketplace to support this and as I mentioned, we are pretty encouraged by what we saw yesterday. Benjamin Swinburne - Morgan Stanley: If I can just quickly follow-up, are there any plans with Christmas Carol on the home video front that you might go to market differently? I mean, some questions around sort of 2D -- obviously you don’t have 3D in the homes. I don’t know if you think about the marketing there or how you go to market or what your retail position is or using digital downloads -- is there anything different with this film, given the unique nature of it? Robert A. Iger: The only thing that is different about this is that we are going to go to the market much later and wait until Christmas next year instead of putting it out for President’s Weekend or Easter. I was going to say Passover but that would have been a bad joke. We like 3D in the home, by the way, but I think it is going to take a while for that technology to penetrate but the demonstrations we have seen are pretty compelling but it is way too early to predict or indicate just how far that will go and how valuable it will be. We do believe that when made right and for the right film, 3D offers the moviegoer a better experience which is reflected in the pricing and reflected in the reaction we are getting from moviegoers. And when you see a film like this in 3D, it is a very good way to appreciate the technology because I think it is quite compelling. Thomas O. Staggs: With regard to cable margins, if you look at -- let’s look at the year as a whole, for a second, and then we can talk about the quarter. The year as a whole, we saw a nice growth at ABC Family. ESPN, despite the difficult ad environment, was able to maintain margins roughly and in fact they did maintain margins, but we did have this crossover from [Jetex] to XD and in some instances, Disney Channel and there were some costs associated with that. And so what you are left with is really the key driver of growth here was ESPN. But in the quarter itself, the lion’s share of the costs for the changeover had been earlier in the year, so we had some of that left and we are pretty much through that part of the equation and so that helped the quarter. I thought ESPN had an impressive performance and now clearly the deferral from -- of revenues, affiliate revenues helped us in that regard but given the fact that they also absorbed some start-up losses in England from the new service, ESPN over there, I thought that they turned in a strong performance and that overall is probably one of the biggest things that might have lead to a beat versus what you had expected, although having not looked at your model, I can't tell you for sure. And here again, the Disney Channel worldwide in the quarter also saw some margin expansion, in part because of the 53rd week but overall, good performance.

Our next question comes from the line of David Miller with Caris & Company. David Miller - Caris & Company: Tom, two questions for you -- first of all, what was attendance at Disneyland and Disney World including the extra week? I apologize if you said it and I missed it. And then also, obviously over the last 20 years or so, lateral movement of senior executives at Disney is nothing new. I am wondering why you chose to go the way of the Parks and what opportunity you see to sort of make your mark at the parks that maybe Jay Rizzulo has not made. Thanks. Thomas O. Staggs: Well, I’ll tell you, I am getting the chance to go over to the Parks at time when they have a very exciting period in front of them, in large measure because of the leadership Jay has shown over the last seven years there, and so my goal is to go in there, get down the learning curve as quickly as I can and hopefully continue a lot of the great work that Jay has put in place. So that is what I am focused on right now. By the way, to your first question, Disneyland was up 23% including the 53rd week and Walt Disney World was up 5% including the 53rd week. Robert A. Iger: I want to make sure you understand -- I didn’t give Tom a multiple choice in terms of where he was going to go, and I made both Tom and Jay offers that I felt they couldn’t refuse. I also had the benefit with Tom and Jay of two executives that I thought would thrive in their new changed positions and they were also both very right from a timing perspective to market his move, having been in their current positions for quite a long period of time. And so I have great confidence in both of them obviously and their ability to accept and thrive in their new roles. But again, they weren’t multiple choices -- these were kind of perfect for both of them and having benefited myself from being given new opportunities over the years, in some cases going to places and businesses I had not been in, I think I can particularly appreciate what a real opportunity this is for both of them and long-term what a great opportunity it is for the company not only to provide these two executives with new and different challenges and responsibilities, but to continue to do that for other executives, as we just did with Rich Ross, who had spent a career in television and as we did with -- 20 years back when we gave someone who had been in cable broadcasting responsibility and we recently moved an executive around Latin America to run Europe, et cetera and so on. And this is a unique move in many respects because of its significance, given the importance of these jobs but it’s not necessarily the first time we’ve done this, as you cited, and it won't be the last time that we do it.

Our next question comes from the line of Tuna Amobi with Standard Import Group. Tuna Amobi - Standard Import Group: I’ve got a few questions as well -- I guess the first one, it seems like you got a pretty good bump, attendance bump from the promotions and with regard to your decision to extend it, I think you said March and April next year for the two domestic parks, can you talk about a thought process with that and why you kind of decided to -- it seems like the Easter holiday weekend falls in between those two dates for the -- extension dates for those two parks so I was kind of -- I wanted to get a sense about the thought process there and why you decided to end them on different dates. And secondly, I think Bob, in your prepared remarks, you talked about the sports right and I don’t recall -- I didn’t hear you mention the Olympics South American rights, which it seemed like you just picked up for 2010 Vancouver and 2012 London Olympics. Can you talk about that in terms of the costs that you might expect to incur in 2010 and beyond associated with those rights? And does that kind of [inaudible] kind of a wider Olympic bid? And lastly, just a quick question on your [key chest] initiative and how that kind of dovetails into your studio marketing changes that you just announced. Any color there would be helpful. Thank you very much. Robert A. Iger: Wow, Tuna -- I’m sorry. I have to go to school to learn all that. Tuna Amobi - Standard Import Group: Hopefully they are quick. Robert A. Iger: First of all, Olympics -- ESPN has continued to look opportunistically at picking up rights for sporting events that they could distribute to markets outside the United States. They have done a good job of that. They distribute a lot of U.S. based sports to international markets -- recently the World Series is a good example of that. They had an opportunity to buy the rights to these upcoming Olympic Games in London to distribute on their Latin American channel. It’s a very, very modest investment and I won't get into specifics but it’s not material by any stretch of the imagination. The discounting at the parks in terms of process, first of all I believe that the Easter holiday falls outside of the window to extend the discounting. The parks spent a fair amount of time watching the marketplace very carefully and waiting before they essentially implemented or extended a discount and also spent a fair amount of time figuring out exactly what the discount should be. And they ultimately concluded that the marketplace warranted maintaining the promotional offer because obviously the marketplace wasn’t responding as much as it would have liked when we didn’t have a discount in place. The point Tom made about bookings trends, booking trends have actually picked up significantly since we announced the discount and they had been somewhat sluggish before we did. This has been the case in the past as well. We look at this very carefully. I would like to emphasize that in the past, when we have had discounts we have not had a problem weaning consumers of the discount and as economic conditions improved in the past, we’ve managed to maintain volume while reducing or removing the discount. I also want to point out that the discount that we have in the marketplace today is slightly less of a discount than the discount we had in the marketplace the last few quarters by a little bit, both on the room and ticket side but also on the dining side, where it’s been changed somewhat. And by the way, the marketplace has reacted very well to it. There is also a strategic value to discounting and maintaining volume as we see it, in that the park experience that we provide is unique and special. Guest experience and the research that we do suggests that people who come, love it. That improves return visitation, as well as extends word of mouth and that is a very valuable part of our marketing process. And so when the marketplace basically warrants discounting, we believe that it is a good thing for us to do, even though it results in slightly less revenue. Maintaining volume is very important. On key chest, I won't get into too much detail there but what we are really trying to do here is serve the consumer with technology that we are helping to develop by basically giving consumer an ability to buy something once and then watch it on multiple platforms and devices and not face a lack of interoperability, not face barriers of basically managing IP that they have bought in a way that makes it much less attractive to buy. It’s really -- it’s a complicated technology but the premise is as simple as that. It’s really taking a look at the big picture from a consumer perspective and the consumer faces a somewhat daunting task when they make a decision to buy something digitally because often what they buy is not portable to other platforms. Tuna Amobi - Standard Import Group: Would that be your answer to the TV everywhere, would you say? Robert A. Iger: Well, there’s a yes and no to that. Look, TV everywhere is maybe an example of what we have talked about often, and that is digital technology providing us with more opportunities to reach consumers and consumers more opportunities to consume our product. And to the extent that TV everywhere serves consumers better, we are in favor of it. However, when you serve consumers better, when you provide more convenience or more utility, you should be able to charge for that and charge an appropriate amount. And some of what we have heard about TV everywhere suggests that interest in charging the consumer for greater access is not necessarily a priority and we believe it should be. We also believe that we should still have the ability if we go to a world where there is authentication and TV everywhere for the multi-channel subscriber, we should not be precluded from offering our product directly to consumers who may not be subscribers to multi-channel services, because we believe that would -- and even though there aren’t many of them, that wouldn’t necessarily be good for consumers and while we realize we are trying to serve many masters, the master that is most important to serve for us is the consumer.

Tuna, thanks. Operator, we have time for one more question.

Our final question comes from the line of Doug Creutz with Cowen & Company. Doug Creutz - Cowen & Company: I was wondering if you could talk about your distribution deal with DreamWorks and what we could see from them in the coming fiscal year. Thanks. Robert A. Iger: Probably very little in the coming fiscal year because they are really just gearing up in terms of not only their development but their production. Thomas O. Staggs: Vis-à-vis our deal. Robert A. Iger: Exactly, so I think it is possible we will have one film in 2010, although that is not a guarantee, and they will start to hit in 2011. We still feel really good about this relationship. We are certainly encouraged by what we see in their development pipeline and certainly have great faith in their executives and we thought this was a great way to use our distribution infrastructure to increase our revenue and to grow our company without a significant capital investment.

Thank you, Doug. Thanks again, everyone, for joining us today. Note that a reconciliation of non-GAAP measures that were referred to on this call to equivalent GAAP measures can be found on our investor relations website. Let me also remind you that certain statements on this call may constitute forward-looking statements under the Securities laws. We make these statements on the basis of our views and assumptions regarding future events and business performance at the time we make them and we do not undertake any obligation to update these statements. Forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from the results expressed or implied in light of a variety of factors, including factors contained in our annual report on Form 10-K and in our other filings with the Securities and Exchange Commission. This concludes today’s fourth quarter conference call. Thanks, everyone, for joining us and have a good afternoon. Bye.