At this time, I would like to welcome everyone to the JAKKS Pacific second quarter results for 2008 conference call. (Operator Instructions). Thank you. Ms. Rosenberg, you may begin your conference.

Thank you, operator. Good morning, ladies and gentlemen. This is Genna Rosenberg, Senior Vice President of Communications and Investor Relations for JAKKS Pacific. Thank you for joining our teleconference with management of JAKKS Pacific to review the results for our second quarter and first six months of 2008, ended June 30. On the call today are Jack Friedman, Chairman, and Chief Executive Officer of JAKKS Pacific, Stephen Berman, our President and Chief Operating Officer, and Joel Bennett, Executive Vice President and Chief Financial Officer. Mr. Friedman will first provide an overview of the quarter and our operational results and then Mr. Bennett will provide detailed comments regarding our financial results. Mr. Friedman will then conclude the prepared portion of the call with highlights of our product lines and current business trends, prior to opening up the call for your one-on-one questions. Before we begin, I would like to point out that any comments made about our future performance, events, or circumstances, including the estimates of sales and earnings per share for 2008, as well as any forward-looking statements are subject to the Safe Harbor protection under Federal Security Laws. These statements reflect our best judgment based on current market trends and conditions today and are subject to the certain risks and uncertainties which could cause actual results to differ materially from those projected in our forward-looking statements. For details concerning these and other such risks and uncertainties you should consult our most recent 10-K and 10-Q filings with the SEC as well as company's other reports, subsequently filed with the SEC from time to time. With that, I will turn the call over to Mr. Friedman.

Good morning, ladies and gentlemen. This is Jack Friedman. Thank you for joining us this morning to discuss our results for the second quarter and first six months of 2008. For JAKKS Pacific second quarter 2008, net sales increased 12.2% to $145.3 million, compared to $129.5 million last year's second quarter. And sales for the first six months of 2008 increased 8.9% to $276.2 million, versus $253.6 million for the first six months of 2007. Traditional choice, from our diverse product portfolio, were the largest contributors to the first half of 2008, the time period that is traditionally the lower volume portion of our year. While our nation deals with concerns over rising prices and economic stability, we remain optimistic that our 2008 product portfolio is still with an exciting lineup of new products that we believe will continue to perform within our expectations and lead to another year of record sales for JAKKS. We experienced continued strong sales again in the second quarter in action figures, dolls, plush electronics, and pretend play products and expect continued strength in these areas, as we enter into our busiest shipping period, the third and fourth quarters. We begin to ship some of our new [fall] items in the second quarter, and with small quantities, with the majority of shipments on the new items shipping in the third quarter, as retailers begin to stock the shelves for the holiday season. We are particularly excited about many new items in the lineup including our new real working EyeClops Night Vision goggles, the Girl Gourmet Cupcake Maker, the plug and play wireless motion gaming system called Ulti-Motion, our plug and play Hannah Montana Pop Tour Guitar and our Hannah Montana products. New WWE Pokemon and other action figures, Spa Factory, Activity Toys, a vast portfolio of new pretend play products and several other new JAKKS programs hit retail shelves later this year. Pursuant to the stock purchase program announced this February of this year, we completed the $30 million buyback in the second quarter as reported in our last 10-Q filed with the SEC. Purchasing an aggregate of 1,259,300 shares of common stock at an average price of $23.82 per share, representing approximately 4.4% of JAKKS Pacific outstanding shares. Our financial position remains extremely strong with working capital of approximately $331.2 million, including cash, equivalents and marketable securities of $177.4 million, as of June 30, leaving us with tremendous ability to execute our acquisition strategy. Before I get more into details of our outlook for the future, I would like to turn the call over to Joel Bennett for a review of our financial performance for the first quarter of 2008.

Thank you, Jack, and good morning, everyone. Second quarter 2008 net sales were $145.3 million, compared to $129.5 million in the same period last year, an increase of 12.2%. Net income for the second quarter was $4.2 million, or $0.15 per diluted share, compared to the second quarter of 2007, when we had net income of $5 million or $0.17 per diluted share. Net sales for the first six months of 2008 were $276.2 million, compared to $253.6 million in the same period last year, an increase of 8.9%. Net income for the first six months of 2008 was $5 million or $0.18 per diluted share, compared to the first six months of 2007 when we had net income of $8.3 million or $0.30 per diluted share. Now for our sales by product categories. Worldwide sales of traditional toys which include Action Figures, Vehicles, Electronics, Plush, Role Play, Dolls, Kites, Pool Toys, and outdoor and promotional products, were $127.4 million for the second quarter of 2008 and $239.2 million for the six-month period. This compares to $108.6 million in the second quarter of 2007 and $211.1 million for the first half of last year. Sales in the second quarter are driven by our Action Figures, Dolls, Electronic Toys and pretend play products based on WWE, Hannah Montana, Pokemon, Disney Princesses and other popular licenses. Our craft activity writing products which consist primarily of our Pentech and Flying Colors product line had worldwide sales of $10.6 million for the second quarter of 2008 and $16.7 million for the first six month period. This compares to $11.5 million in the second quarter of 2007 and $20.7 million in the first half of last year. We have several new activities and writing products including our Spa Factory line, Girl Gourmet, Cupcake line and…

Thank you, Joel. We begin to ship many of our key drivers for this fall and the end of the second quarter with our major shipping quarter in full swing now in the third quarter. As is typical, we believe we have a terrific line up for 2008 with several resonating as favorites amongst the buyers and media already. Two new exciting non-licensed initiatives in our activity area are Spa Factory and Girl Gourmet. We believe the time is right for our new Girl Gourmet Cupcake Maker, the product will be featured in QVC Christmas in July this weekend, and retail shelves in August. Our new Spa Factory line that features all the ingredients for an at-home spa parties and again retailer commitments across the board from all the majors to carry this line this fall. We continue to ship our core plug-and-play TV games line, which has a catalyst for growth into several terrific line extensions. Hitting retail in the third quarter, our new tween titles including Hannah Montana and Pop Tour Guitar that features ten original Hannah Montana songs, and lets kids play guitar just like they're using the TV. Our EyeClops bionic eye got a numerous awards in 2007 in the US and the original EyeClops bionic eye is also an international hit, garnering recent new accolades for toy of the year for 2008 in France, Japan and Belgium. New EyeClops products expected to be drivers for us again this year include the portable Bionic Cam, and our new exciting night-vision goggles will both hit retailers' mid-August. These are real working night-vision goggles and the initial reads by journalists who have previewed the line as well as sales and a couple of tests have been extremely promising. Our Ulti-Motion video game line is based on the most…

(Operator Instructions). Your first question comes from the line of Drew Crum of Stifel Nicolaus.

Good morning, everyone, it's Stifel Nicolaus. I'll now start with your revenue guidance for the year that you're reaffirming. It implies less than 2% growth in the second half of the year, just given the pricing environment, the new products you talked about and I think in the last call, you mentioned that you have thought growth would be stronger in the second half. Just wondered if you could address that item. Is there any degradation in a specific with the product line, what kind of changed your outlook? Thanks.

Well, we're reaffirming where we expected to be. The buying patterns of retailers have changed. So in terms of how much growth we had in the first half, we never implied any particular growth rate. We did expect to have a lot of our new key drivers shipping more so, in the back half but, we're just showing our confidence in the new product lines and our existing product lines that we will in fact be able to achieve our previous guidance of $891 million.

Okay. Fair enough. Joel, expectations for legal costs for the year, is it still $12 million?

Part of the reasons for the reduction is we're less certain and things have, ramped up and as far as how much time is spent on each different activity, out of an abundance of caution, we're expecting probably more than that. The other question mark is the timing and extent of insurance reimbursement. So, all of these things have led to our belief that the costs will be a little bit higher than that in the back half or for the year, I should say.

Any update on your gross margin assumption for the year?

While we have seen some increases in input costs, we will be implementing some cost or price increases across our division in the back half.

Okay. Thanks, guys. I will jump back into the queue.

Thank you.

Your next question comes from the line of Tony Gikas of Piper Jaffray.

Few questions. Maybe just to give us a little color on the crafts and activities category, it appears to be down about almost 20% for the first half of the year. What's driving that decline and your expectations for the back half of the year? Also, maybe just a little update on the WWE product line….

Hello? Tony? Anybody? Hello?

(Operator Instructions).

Well, I can answer if we're still on the call, I can respond at least to the craft question. The craft area is typically driven by licenses and there haven't been hot licenses in the category of late. As far as what's going to drive the business and what gives us comfort in the back half, is the launch of some of our new product lines, in particular the Girl Gourmet Cupcake Maker and also the Spa Factory.

Okay. Can you guys hear me now?

Yes.

Yes.

Okay. I don't know what happened, sorry about that. Okay. Then, second part of the question was, how are WWE sales trending right now? How much of a focus is that? Is that meeting your expectations? And then on the JV update, it sounds like you've found an arbitrator. What's the next step in terms of timing? Is this something that could be resolved in the next 90 days? Or does it get stretched out?

This is Jack, Tony. We don't know how long it will take. We are delighted to have finally settled it on an arbitrator. And we have really no idea of how long the process takes. But we're encouraged to finally get to this point on it.

And WWE sales?

WWE sales are fine.

It's still a focus. It's still an important product line.

Still important to us, of course it's a focus. We continue every six weeks to roll out new products.

Okay. And then I guess, what is your expectation from the arbitrator? What's the ultimate goal here? Is your expectation that your split will come down?

No. Not our expectation.

And then, just last question, use of excess cash going forward?

We're continuing to pursue acquisitions aggressively. There is a number of deals with the credit markets, given what they are. It seems to have increased the deal flow. As we had mentioned earlier in the call, we did have a buyback and that's always under consideration, though nothing is on the table. So, we do have a number of different uses that we would expect to execute on, in the near term.

Okay. Thanks, guys.

Thank you.

Your next question comes from the line of Arvind Bhatia of Sterne.

Can you hear me? Hello?

Hi, Arvind.

Hi, sorry. Couple of questions for you guys. One, I think somebody tried to ask the cost question, gross margin question. Wondering if you can help us understand the second half of the year, how you're thinking about these cost pressures? In other words, have you, using your mind, adequately handicap the pressures that you see today? Price increases versus cost pressures, how you have built in the second half. And then, if you can help us think about the second half from the standpoint of how EPS will look like? Should be we expecting more growth in the third quarter versus fourth quarter? Just a general idea. I know you don’t give specific quarterly guidance, but help us understand where you think there will be greater growth in the third or the fourth quarters?

I think the greater growth would likely come in the third quarter, which is the sweet spot of our year. And the higher volume in that quarter is going to give us some leverage on tools and mold amortization which was about 90 basis points higher in Q2 in '08 versus '07. When we launch products, we begin to amortize the related tools and mold. And since t lot of the product ship towards the end of the quarter, we have the amortization without the corresponding level of revenue, which we'll have in the third quarter. So we'll be able to lever on that. In addition, we've been modifying products and packaging to offset in part, some of the input costs. So, we're looking at a lot of different areas in order to minimize the impact of these higher input costs.

So you don't think that third and fourth quarters, it will be a surprise to you in terms of the cost that's your new guidance incorporates the trends that you see today?

I would say we're in a tough economic position right now. We know how to manage our business and we're on top of things, and working the best we can with our retailers and vendors, and we will totally expect to get through it.

I think one of the things that we have achieved thus far and expect to continue to achieve it, if we don't sell in we're certainly not going to make our expectations. If our sales were down, basically it's an indication that the consuming public is still interested in buying products, our sell-through is good. So given those, the key is if we're not selling in, we're certainly not going to make the bottom line.

That's the point I am trying to make it here, your top line obviously looks actually quite healthy, you're meeting expectations on the top line and I think everybody is trying to understand if the cost side is taken care of, then I think the street is going to feel a lot more confident about the estimates for the year. And I guess what you're saying is, you have done the best you can in terms of handicapping the costs at this point. My one more question, if I could, is on the product side. If you were to kind of rank the priorities, the biggest upside potential, the biggest risk factors, etcetera, on the product side for the third quarter, could you help us understand where the focus is going to be?

The EyeClops night-vision goggle, the Hannah Montana plug and play guitar, the Cupcake Maker, we've got a lot of key drivers, probably more than we've had in the last few years, so we're very pleased with the placement and at this point, the industry accolades and had acceptance of these items.

Great. Thanks, guys and good luck.

Thank you.

Your next question comes from the line of Todd Schwartzman of Sidoti & Co. Todd Schwartzman - Sidoti & Co: Could you, maybe quantify the inflation you saw in 2Q in freight, resins, some other raw materials, perhaps and also how that continued in July thus far?

We've seen 18% to 25%, but as far as how much that makes up of a particular item, it's probably 3% to 5% on costs. Maybe based on the relative amount of the raw materials as the part of the overall cost. Todd Schwartzman - Sidoti & Co: And I am sorry, did you address the freight costs specifically?

Most of our goods are shipped collect, so that doesn't affect us. Where it affects us is when we bring inventory in and ship domestically, and we haven't really quantified that. We do have arrangements with toys where we've committed to certain volume, so oil above a certain level, we're somewhat protected. So there is less exposure on that as opposed to on the other input cost, raw materials and chips and such. Todd Schwartzman - Sidoti & Co: And just to refresh, what percent of COGS roughly is resin?

No, can't answer that.

Our product, we've got 3,000 items, it's really hard to come up with an aggregate across the company. Todd Schwartzman - Sidoti & Co: I see, okay.

But along those lines, what we've done is we've committed across the three divisions to the raw material suppliers so we're getting a better price as opposed to having three separate companies, buy smaller quantities. So, we're addressing these increases in a number of different ways, that being one of them. Todd Schwartzman - Sidoti & Co: Thanks. Also, your girl's lineup looks extremely strong for the foreseeable future and also the fact that WWE does go away, does that enter into how you think about acquisitions, what types, specifically of acquisitions you look at going forward?

No, this is Jack speaking, we look at all kinds of acquisitions, some of them add on to a category, some put us in new categories, some could help us internationally, wherever they fall, it isn't as definitive as, well, we need to replace WWE. We have made strides to replace WWE in 2010 by getting TNA and UFC and we think we'll be okay in that area. Todd Schwartzman - Sidoti & Co: Okay. My last question is, regarding the arbitration, what needs to happen for arbitration to commence?

The arbitrator has to accept the position and the judge has to put it in motion and then it's a baseball arbitration. We make our submission, they make their submission, and then the arbitrator will make their decision.

In other words, even though it's been a little while now since the arbitrator has been chosen, he needs to formally accept?

The arbitrator hasn't been chosen until last week. Todd Schwartzman - Sidoti & Co: Okay. So, now, he needs to accept that role?

I believe it has been accepted. And the next step is once the time line is set, each side will make a presentation, including the use of experts and the arbitrator will then decide on a number, either their number or our number, the baseball method, means that they won't pick something in between, it will be one or the other. Todd Schwartzman - Sidoti & Co: Is there any reason why either JAKKS or THQ would want to delay the start of that presentation?

No.

No, it has been almost two years, and I think both sides are very anxious to get the process over with. Todd Schwartzman - Sidoti & Co: Got you, that's all I've got. Thank you very much.

Thank you.

Your next question comes from the line of Ed Woo of Wedbush Morgan and Securities.

Hello, Ed, how are you? Ed?

Is that correct?

Ed, your line is open.

Hello, can you hear me?

Now we can hear you.

Sorry about that. Technical difficulties all around. But under SG&A costs for this quarter, you mentioned that litigation costs was $2 million. Is that correct?

Yes. Ed Woo - Wedbush Morgan Securities: What was driving a lot of the other increases? Was that due to product testing?

Yes, product development which includes testing, was up $2.6 million year-over-year. This is the result of multiple testing by all of the different retailers. One of the things we're trying to do is, do fewer testing that more retailers will accept. But at this point, we test ourselves, they each test, so we're working on that, as a possible area of reducing the costs. Ed Woo - Wedbush Morgan Securities: Great. And then on the last question I have, is Hannah Montana, what are the recent trends on that? And also, do you anticipate any type of concert or any type of events that she's going to have to maybe drive her popularity in the back half?

Yes, we anticipate a concert in the fall and she just released a new album last week.

And she also has new television shows starting in the fall of '08.

Great. Thanks a lot.

Thank you.

Your next question comes from the line of Jeff Blaeser of Morgan Joseph.

Hello, Jeff?

Hello?

Hi, Jeff.

Sorry. Any minimum guarantee payments or closeout sales in the quarter, I know last year it was at a pretty significant amount.

Not of any consequence. It was certainly lower than last year.

Any licenses expiring that could require.

That occurs on a regular basis, but not of any significances in last year.

Other than WWE which?

No. That we would have written off.

Okay. That was my question. And then on the Hannah Montana, Pokemon, and WWE side, do you expect those categories to be up year-over-year at this point?

Probably flattish.

Flattish? Okay. And then on Hannah Montana, the SKU count this year versus last year and any feel for what average price year-over-year would be?

Hannah Montana side, we plan to be slightly up. We didn't have the first half last year.

Right. I understood. Okay. So, flattish across the board in those three categories. Thank you very much.

Thank you.

Your next question comes from the line of Gerrick Johnson of BMO Capital Markets.

Joel, you mentioned earlier, I think it was during the first line of questioning, and you said something to the effect that buying patterns that retailers have changed. I was wondering if you could expand on that, and how so?

They're buying less up front and it's more in re-orders. And so the timing, it's hard for us to project, what sales will be in a particular quarter. That's why we've gone to the annual guidance.

This is Jack. You go through certain periods in our business, and it depends on the economics that are going on. Right now, the buyers would rather have a little less than a little more. When they're feeling bullish, they would rather have a little more than a little less to take care of opportunity. Right now, there is kind of a conservative mode due to the economic stuff that's going on.

Okay, great. That's helpful. And that leads me into my next question. In the press release, you mentioned transportation costs being an issue. So, I would like to touch on the FOB versus domestic issue. Have you seen a change in your mix of FOB fulfillment versus domestic?

No, not really. It's what the retailers, how they want to handle it.

Right.

Not a big issue. Everything is an issue. Everything is as big as JAKKS is getting, every percentage point or basis point has meaning but it's not a huge issue. I was trying to say it before. I think that we're doing a great job of managing our business in these uncertain times, and are staying on top of it, we're maintaining margins, and we believe that we will be able to continue to manage our business properly and profitably.

Right. I think the mix between FOB and domestic is an issue, because it's all about inventory risk. So I was just wondering if you're seeing more domestic fulfillment versus FOB as compared to perhaps last year.

I would say it's similar to what it been in the past.

Okay, great. Thanks a lot.

Thank you.

Your next question comes from the line of Sean McGowan of Needham & Co. Sean McGowan - Needham & Co: Hi, guys. Thank you. I have a few questions. First, Joel, can you give us an estimate of what the full year tax rate is expected to be?

About 31%. Sean McGowan - Needham & Co: Okay. When you broke out the legal expenses, can you give us an idea, how much of that is incremental to last year versus the total cost?

$600,000 for the quarter. Sean McGowan - Needham & Co: Was incremental?

Yes. Sean McGowan - Needham & Co: Okay. I believe this is one of the few quarters where the pets business is down. I think there might have been one other, but it's the first time it's down as much as it is. Can you talk about what's going on in that category?

Part of it is, we're introducing some new product lines. We're working with Toys R Us on the product line that we're doing for them. Part of it is mix. Again, with buying patterns of retailers, I think for the year or six months, we're up. So there is more inventory in the channel from before. It's a constant evaluation and we are continually getting more SKUs into the various retailers. Sean McGowan - Needham & Co: I know that in the first quarters when you really rolled out the bigger section of Toys R Us is that accounting for maybe some of the sales coming earlier in the year? And do you expect the category to be up for the year?

Yes, we expect the category to be up double-digits. Sean McGowan - Needham & Co: Okay.

Again, last year, it did 25 million, 28 million. So now it will be north of 30. So it's good percentage gain, but the dollars are not significant. Sean McGowan - Needham & Co: A couple of others. Can you just remind us, I know I have asked this before but I just need to go over this again, what are the categories of expenses that are in direct selling?

Co-op, ad buys, commissions, and warehousing and fulfillment. Sean McGowan - Needham & Co: Okay. Is warehousing and fulfillment, is that where you would take the cost of getting a product from a factory in China to a domestic warehouse?

No, that would be coming through cost of goods. That would be part of the landed cost of the item. Sean McGowan - Needham & Co: Okay. So, are there transportation or fuel related costs that would explain why that direct selling expense is up as much as it is?

At the end of each quarter, we have a fleck flavor and depending on the timing at the end of the quarter, that's impacting things. We have pallet program. There is lot of different things that drive it. Also part of it is just in accounting, fundamental as capitalizing the warehousing costs, and depending on the level of inventory, that can fluctuate from quarter-to-quarter. So, there is a number of things that drive the other direct. Sean McGowan - Needham & Co: Okay. Then final question, obviously we're expecting pretty robust second half in terms of a number of new products and increases in some existing products. But can you talk about what categories you expect to show declines for the year?

Well, each category is expected to be up year-over-year. But the amount of growth in the front half versus the back half may change. The girl's category with the Cupcake and the Spa Factory, that growth it was down for the first half, but it's going to grow a lot more in the back half because of the full distribution of those items.

We will have a little bit of a slowdown of Pokemon and some of the girl's activity areas, but will also pick up with our new SLIME line, which is in our boys category and in our Cupcake and Spa line. So really they offset each other in each category.

And we have particularly high hopes for our Night-Vision. We shipped it in a couple of test stores, and the sales on it are just excellent so far. Sean McGowan - Needham & Co: Do you expect the strength of Night-Vision to eat away at the core of the Bionic Eye line?

No, because we actually have quite a few new SKUs in the EyeClops line and the original EyeClops is doing well but actually its, its first full year internationally, so it is doing extremely, has been well received internationally. But, no, we think we have such a good penetration on it. And we don't think either of them will erode. They're different items.

Sean, I would say overall, in these uncertain times, and recession, or whatever label you want to put on it, JAKKS is having a good year. I think if we didn't have these economic uncertainties, and things going on, we would be having a great year. That's the best way I can describe how we see our situation. Sean McGowan - Needham & Co: Okay. If I could just ask Stephen to elaborate on something you said earlier. If you're expecting Hannah to be slightly up and you have sales in the first half where you didn't last year, does that imply that you're expecting the second half to be down?

Say the question again, Sean? I'm sorry. Sean McGowan - Needham & Co: I think, Stephen, you said earlier that you're expecting a slight increase in Hannah Montana for the year. And given that you had it in the first half, and you didn't a year ago, does that imply that you are expecting the second half to be down year-on-year?

Yes. Sean McGowan - Needham & Co: Okay.

Slightly. Sean McGowan - Needham & Co: All right. Thank you.

Thank you.

In closing, everybody, we are very excited about our business and product lines for this year. We have a very good handle and control on our costs. And we appreciate everybody today. And thank you very much.

Thank you for participating in today's conference. You may disconnect at this time.