Welcome to the Vail Resorts fiscal 2010 first quarter results conference call. During today’s presentation all parties will be in a listen only mode. Following the presentation the conference will be open to questions. (Operator Instructions) This conference is being recorded today, Tuesday, December 8, 2009. This conference is being recorded today, Tuesday December 8, 2009. I would now like to turn the conference over to Rob Katz, CEO of Vail Resorts.

Welcome to the Vail Resorts fiscal 2010 first quarter earnings conference call and simultaneous webcast both open to the public and press at large. I’m Rob Katz, Chief Executive Officer of Vail Resorts. Joining me on the call this morning is Jeff Jones, our Chief Financial Officer. Before I turn to a discussion of our results, let me remind you that we are using the term reported EBITDA to report earnings for each of our operating segments namely mountain, lodging and resort which is the combination of the mountain and lodging segment and real estate. The company defines reported EBITDA as segment net revenue less segment operating expenses plus or minus segment equity investment income or loss and for the real estate segment plus gain on sale of real property. The company also uses the term net debt which is defined as long term debt plus long term debt due in one year less cash and cash equivalents. Complete reconciliations of reported EBITDA and other non-GAAP financial measures can be found in this morning’s earnings release and on the www.VailResorts.com website in the investor relations section. I also need to mention that the comments made during this conference call other than statements of historical fact are forward-looking statements made pursuant to the Safe Harbor provisions in the Private Litigation Reform Act of 1995. Certain risks and uncertainties can cause actual results to differ materially from those contained in the forward-looking statements. Investors are directed to the risks and uncertainties described in the documents filed by the company with the Securities & Exchange Commission including the company’s Form 10K for the fiscal year ended July 31, 2009 and Form 10Q for the first quarter of fiscal 2010. In addition, the Safe Harbor language in today’s press release also applies to our…

Earlier this morning we released our earnings for our first quarter fiscal 2010 ended October 31, 2009 and filed our Form 10Q for the quarter which you can find available now at our www.VailResorts.com website. Now, turning to the highlights of our results, the first quarter is historically a loss quarter for our resort business and predominately an expense based quarter since the mountain resorts are only open for summer mountain activities and the lodging business is at a seasonal low point. Overall, we were pleased with our resort results for the first quarter fiscal 2010. As Rob mentioned, the company’s results reflect the impact of the cost savings initiatives implemented subsequent to the first quarter of fiscal 2009 including wage reductions which will continue to provide comparative benefit on a larger scale in the second and third quarters as our seasonal work force comes on board fully and our procurement initiatives are more fully realized during the seasonally high ski season period. The mountain segment summer business activities improved with the [inaudible] and other on mountain activities at Breckenridge open again this summer after being closed in the prior year quarter due to real estate construction activities and with improved summer event business at Keystone this year after being impacted in the prior year due to the new gondola construction. These improvements together with increases in retail rental contribution margins, private club fees and dues revenues and the lower marketing spend that Rob described earlier allowed our mountain segment reported EBTIDA results to be up over 6% despite a lower real estate brokerage income which appears as mountain equity investment income due to lower project and residential sales. Turning to our lodging segment, besides the $1 million negative impact from adding a seasonal loss first quarter for CME in…

Now, turning to our real estate development projects under construction; One Ski Hill Place in Breckenridge and the Ritz Carlton Residences Vail. Construction continues in earnest on these two projects and we expect to incur between $150 million and $170 million in cash expenditures subsequent to October 31, 2009 to complete these projects which is consistent with our prior total estimates of costs for these projects having real estate investments of approximately $285 million in previous periods to date. Both projects are currently tracking on schedule with One Ski Hill Place projected to be completed in the late spring of 2010 and the Ritz Carlton Residences Vail expected to be completed in the fall of 2010 in our first quarter of fiscal 2011. As we enter the winter selling period for these projects we remain comfortable that these projects are priced at the right level with One Ski Hill Place units priced at an average of approximately $1,250 per square foot for both current list price and units under contract while the Ritz condominium units are priced at an average of approximately $1,600 per square foot for current list price of unsold units with the overall selling price including units sold to date as well as the fractional units being sold to Marriott of approximately $1,400 per square foot. The projected cost basis for these projects is approximately $955 for One Ski Hill Place and $1,140 for the Ritz Residences Vail. In addition, we are enhancing our sales and marketing efforts in an effort to drive perspective buyers to both of our real estate projects during the ski season leveraging our exclusive and distinct access to the overall mountain resort experience. Skiing down to the bottom of Peak Eight in Breckenridge one can already see that One Ski Hill Place…

(Operator Instructions) Your first question comes from Felicia Hendrix – Barclays Capital. Felicia Hendrix – Barclays Capital: A few questions for you, I know it’s snowing now but with the lack of the early season snow and people obviously waiting for last minute hotel deals, your booking stats definitely make sense to me but what I’m wondering is what are you doing to stimulate business at the lodging properties that you operate? Then, more importantly, what are you seeing from the third party lodging operators at your resorts?

We are really running the business as we started to do last year with almost a message calendar so we are literally week-by-week looking at our booking results, looking at what other people are doing and then coming up with new packages and promotions to provide to our guests. We’re not necessarily changing them every week but we’re literally I think the days of kind of coming up with a plan for the season and just kind of hoping that people come are long gone. We are actively out there marketing and I think it’s based on a lot of that that gives us comfort quite frankly that even though our lodging numbers are down right now that that is not something that we believe is going to continue for the year whatsoever. What I’d also say is a lot of our competitors, I think we were very early last year to jump on doing a better job on packaging and promotions. A lot of the other lodges, some of the independent and even the chains I think were a little bit slower to start providing more value to guests last year. We’re seeing them do that much earlier this season and we feel like that’s actually going to be a huge benefit for the season especially as you start to compare to last year. Obviously, all of that is still going to be subject to how the economy moves and where consumer sentiment goes. But again, we’d obviously like to see our advanced bookings be better but given some of the sub trends we’re seeing in a number of areas we actually feel pretty good. Felicia Hendrix – Barclays Capital: Then just on ticket pricing, just given the commentary you provided in the release about the mix of season pass sales, I’m just wondering if the average ticket price implied by sales so far is tracking your expectations?

I guess what I would say is this, I think our original expectations probably didn’t include as significant an increase in the summit pass as we actually saw. I think we’ve been very pleasantly surprised at the recent activity of that product now to the destination market much like the EPIC pass the year before but that product is at a lower price so from a mix perspective, our average pass price went down but the pricing for each product was completely consistent with what we set out at the beginning. We also have heavenly which is also I think doing quite well this year and they’re snow fall which we believe will continue to instigate new sales there again, that pass product is also at a lower price point. So again, I think you’re seeing a mix issue, all of the product prices are exactly where we set them at the beginning of the selling period. Felicia Hendrix – Barclays Capital: You guys sold some land in the quarter, are there other opportunities to do that again?

I think land sales at this point are one off opportunity. I think we’re always looking for ways that we feel like we can maximize the value of our real estate in this time period so I think there are additional opportunities but I think they’re going to kind of be one off and more selected rather than any kind of pattern. Felicia Hendrix – Barclays Capital: Then finally last question, just wondering you seemed confident especially in your One Ski Hill Place product, I was just wondering what lends to that confidence to keeping pricing where they are now?

I think a couple of things, one I think there’s no question that once Ski Hill Place is the best and will remain the best location in all of Breckenridge. I think it’s also a product, much like the Arrabelle that when you ski down to the bottom of the lift at this very central point in the overall resort there’s clearly a gorgeous building that is now up and you can actually see, we’re taking people through it. I think people can really see the very close connection of that project to the mountain; that’s number one. Number two, we did have sales in that project over the last year even in this literally awful real estate environment. I think we still were able to show people what the future of that project will be like and I think we’re really reacting to the confidence that we see in the buyers to that project and that’s what gives us confidence in the project going forward.

Your next question comes from David Katz – Oppenheimer & Company. David Katz – Oppenheimer & Company: Jeff, can you help us break out what the capital spending was between, and it looks like if I sort of go back to what your real estate comments were last time versus Rob’s this time it looks like you spent about $40 million on real estate in the quarter?

Yes, that’s right. David Katz – Oppenheimer & Company: Are you able to apportion that between the two projects?

David, that’s not something we’re talking about individually we’re just talking about the group. I’d tell you construction has been moving along exactly on schedule for both of those projects so it includes spending on both as we had anticipated. David Katz – Oppenheimer & Company: And your maintenance for the year has been $32 to $37, did you give us a sort of total aggregate cap ex spend in the quarter and what that was spent on? How much of that was maintenance and all that or are we just apportioning that $32 to $37 equally throughout the year is our best guess?

Yes, I think that’s fair. I think the overall – remember, our cap ex guidance is on a calendar basis and the reason for that is a lot of the spending happens in the summer which will overlap our fiscal year end so I think you could assume that more spending will happen within the summer months or in the fourth and first fiscal quarter than they would in the winter months just based on the construction schedule to do a lot of that cap ex. David Katz – Oppenheimer & Company: Then I noticed a couple of things on your cash flow statement where it looked like there was sort of in and out about $29 or $30 million where you had proceeds from borrowing of $29.5 and then payments of $29.6, do you recall what that was?

Yes, as we noted in the comments earlier, we did borrow on the revolver within the first quarter and the cash flow statement, any time you borrow the borrowing shows up on one line and the repayment, even if you repay it the very next day shows up on the other line. So, that’s an accumulation of borrowings that we would have had during the quarter as well as on SSV’s revolver as they were prepping and buying inventory as the year went on. That’s what happens on the cash flow statement is that you show that we did have borrowings within the quarter, they were all paid off by the end of the quarter but that’s why it shows up that way on the cash flow statement. David Katz – Oppenheimer & Company: Then some of the commentary when you talk about lodging bookings going forward, it seems to be I, I think, if I’m reading it correctly more focused on sort of room nights and counting that up. Have you talked at all about what kind of price level you’re booking those room nights at? The reason I ask the question is on a RevPAR basis for your lodging segment I wound up coming out relatively close to where you were but I turned out to be from a rate and occupancy perspective I was kind of off in different directions than where you ultimately wound up.

I think that the advanced booking information that we’re giving is an attempt to try and give a pulse of the overall resort because we’re actually for most of these statistics combing the central reservations bookings which includes a third party lodges and condos with our own bookings. I should point out that to the extent somebody books directly at a property it’s not captured in any of the statistics that we give because that’s not something that’s obviously made available to us. We’re not focused as much on that state on rate because that’s obviously something that we use to manage our lodging business but in terms of giving the guidance that we’re giving today it’s really about trying to give people a sense of where people are in terms of bookings to come to the resort as a whole for their vacation. I think what I would tell you in terms of rate guidance is I think we’re being very opportunistic meaning that I think there are places where we are obviously being very aggressive on rate. In certain places, I think Jeff mentioned that Summit County was obviously a little bit behind, especially Keystone and I think we’re being very aggressive on rate at Keystone where if you looked at a number of our lodges in Vail that are quite frankly doing quite well and are up for many periods and in certain situations actually coming close to being sold out over the Christmas period, we’re obviously starting to get more aggressive on rates. It’s more of a fine tune, it’s hard to broad brush all of these resorts and all of these properties with rate guidance.

Your next question comes from Hayley Wolff – Rochdale Securities. Hayley Wolff – Rochdale Securities: A couple of questions, first can you maybe give some more granularity on the booking progression as you’ve gone through November and in to December? I’m assuming that you’ve seen some kind of pick up. Then, maybe a little bit of color on what’s transpiring during the holiday weeks like president’s birthday, Martin Luther King and if those areas are filling in nicely?

I think I’d probably position it this way, I think if you looked at our results on a month-by-month basis, I think what you would see is the further out you go the worse the bookings look. I think the reason for that, and so what’s coloring this down overall trend that we reported today is that even though last year was a very, very difficult year from an economic perspective there were many people who had already booked for president’s week, March and even April months and months in advance because that is what they always did. I think this year we’re not seeing that what we’re seeing is a much closer in booking and therefore even though March was challenging, they already had bookings that might have been six to nine months in advance. Today, no one is booking six to nine months in advance. So, I think that’s what is weighing down the overall number and I think the further out you go the worse it is. I think what we’re seeing is that these close in booking times are performing quite well as we’re moving forward. What I would say on the holiday period is last year the only caveat I would make is I think we feel good about the holiday period and I’d also say that last year from a skier visit perspective if you go back and look at our stats, the holiday period was relatively strong. It really started to decline for us after the holiday period. With that said again I think that we feel like everything we’re seeing right now is that the booking window has gotten shorter and everything is matching up with that trend. Hayley Wolff – Rochdale Securities: Do you think you’re seeing a shift from some of the traditional Summit County guests to maybe Vail because pricing has gone down?

I think it’s hard to say. I think one of the things, and again this is a trend that we’re seeing out there is that the upper part of the market, the luxury part of the market appears to be coming back a little bit before maybe the rest of the market. Again, that’s a broad trend, I think you’re seeing that on some of the stories that are coming out around Wall Street, I think you’re seeing it in other parts of travel. I think that’s one of the most unique things about the recession last year was how hard it impacted the luxury part of the market which typically stays a little more resilient and I think what we’re seeing this year is that part of the market is coming back a little quicker as the Dow has come up and people feel better about their savings and their investments, I think they’re more willing to travel. I think we’re going to see the shorter booking window and the most concern quite frankly at the lower end of our market. Hayley Wolff – Rochdale Securities: Is that manifesting itself in ski school bookings over the holiday, privates and such?

Yes, I think we are seeing some of that. I think we’re seeing that with bookings at some of our higher end restaurants and I think mostly you’re seeing it in bookings in the Eagle County Airport. In other words, I think one of the interesting dynamics that we feel like maybe going on is that you’re seeing Eagle County Airport up 4% but bookings not necessarily tracking the same way. I think again, this is more anecdotally many people are making sure they have their flight but then holding on to get the best lodging. They feel like either they’ll get a better lodging opportunity, they don’t have to commit as early so you look at a stat like Eagle County Airport being up 4% which again mostly serves our resorts and Beaver Creek, that’s a fairly positive sign. Hayley Wolff – Rochdale Securities: One last question, with the expanded season pass program and that you’ve gone outside of Colorado, how do we think about ETP for the season?

What I would say is I think last year we certainly saw some shift there in terms of overall ETP because it was one of the first years obviously we had introduced the EPIC season pass. I don’t think we are expecting to see any kind of major shift in that this year because the primary impact from EPIC I think we felt last year, I mean no question EPIC was up this year again but again it’s more incremental than it was last year. I think the increase in the Summit pass this year will start to affect that but again not to the same extents that we saw before so I think we should see some more normalized trends this year. With that said, we’re focused on value and at this point are certainly not expecting to raise any of our lift ticket prices this year to our guests.

The other thing I’d say Hayley is overall ETP is going to get impacted as you continue to build on this pass base by just the number of visits that the pass holders make during the year. As you know they have more flexibility sometimes to do that, with the pass they can be more impacted by snowfall, especially early and late in the season and that can affect overall ETP and that’s why I use CS to disclose our stats on ETP in the second and third quarter in the MD&A we tend to also talk about what ETP was excluding season pass for that very reason. Hayley Wolff – Rochdale Securities: I was just wondering as you extend the pass program to a larger population, especially this year if we need to be worried about ETP trends but it sounds like that’s all managed?

Again, I would say that in this environment I think locking in – I think we’re seeing this, I think everyone in travel is seeing this incredibly short booking window. The fact that we can lock in 34% of our lift ticket revenue before the season begins obviously months, and months, and months before people are even expecting to take a vacation is a counter trend to this shorter booking period. Now, whether these people have already made their reservations, whether it’s an airline reservation, whether it’s a lodging reservation to use their pass, that may not be clear yet but we know they are very likely to come and they are very likely to spend. Therefore, it really provides that momentum that I don’t think you really see in other parts of travel. It’s just very rare to see in travel having 34% of your lift ticket revenue, or your visits, or however you want to look at it somehow booked anywhere from six to nine months in advance. I think we feel like we’re not as focused on ETP on that, we’re focused on getting people in to the resorts and the fact that it’s up double digits is a huge thing for us.

Your next question comes from Will Marks – JMP Securities. Will Marks – JMP Securities: A question on the season pass sales, the percentage growth figures got worse and worse as we moved through the selling period and I guess between the end of September and December 6th went from 15% up in revenues to 9% up yet there was an easier comp and I knew that the EPIC pass is fairly new but maybe you can explain that?

I think what I’d say is on the one hand you can look at the fact that the increase in our season pass sales isn’t going down as some kind of negative trend. We look at it as a hugely positive trend. The reason is that one of our goals is not only to increase the program but to get people to purchase their pass further and further in advance of the season. Again, we feel like that provides much more stability and starts locking people in and creating loyalty as customers. So, to the extent that we moved a lot of people who bought last fall to buying this spring or we moved a lot of people who last year bought in November or October to buy this year closer to labor day so before that September earnings call we had, we consider that a huge win. I’m not sure it’s realistic to have any part of our business up 30%, 25% in this environment. We think double digits is terrific and quite frankly next year we hope we see this exact same trend which is our biggest pass increase is in the spring and then it continues to go down because again that means we’re moving people to purchasing earlier and earlier in the cycle. Will Marks – JMP Securities: On the hotel bookings, a different subject there, you gave the 13% figure and that’s to I guess all properties, right not just your own?

Yes. Will Marks – JMP Securities: The 7% figure doesn’t really compare to that because it’s just for the second quarter while the 13% seems to be for the whole season? Do you have that 7% figure for the whole season or is it meaningful?

We don’t. We don’t believe there’s a significant difference in that trend. Ultimately we have to – obviously we have better tracking, especially year-over-year tracking as compared to ultimate bookings on our own properties rather than bookings that may have happened with third parties and what their ultimate bookings were. So, I guess as we start to get more granular we feel more comfortable just talking about something that we have greater confidence in which is our own stuff. But, we don’t believe that the trend would be very different, certainly a lot of the evidence that we look at in pieces would show that exact same thing that if you looked at overall bookings, including central reservations, the toughest part of that cycle is the further out you go the worse those booking comps are. Will Marks – JMP Securities: On the -7% figure, can you give some idea of does the low end of guidance assume negative numbers from bookings this year?

I think what I would say is this, the guidance does not include a decline in skier days. So, I think our guidance does not assume that we are – putting aside bookings and how ultimately people get to the resort, when they show up, how many people are in each room, putting all that aside because some of that is maybe relevant for a lodging business but not relevant for the overall resorts. What’s relevant for the overall resorts obviously is how many people go up on the mountain and how much they spend and from that we are not anticipating a decline in those numbers for guidance. Will Marks – JMP Securities: Even at the low end?

We’re not anticipating a decline in lift ticket revenue in total in our guidance. Will Marks – JMP Securities: I think just one other question, on Keystone I guess we can assume that you’re not going to move forward with your real estate project this year?

No, we’re not anticipating doing that.

Your next question comes from Mimi Noel – Sidoti & Company. Mimi Noel – Sidoti & Company: Most of my questions have been answered but Rob, one for you, I think I saw you give a presentation somewhat recently regarding how you’re spending your advertising dollars. I think you said historically you spent close to $80 million but at a certain point this fall you hadn’t spent any of it yet.

Just to clear it up, I didn’t say we spent $80 million. I said we reduced our print advertising budget as a long lead print by about 80%. Mimi Noel – Sidoti & Company: Now, can you tell me if that’s been redeployed, if you’re planning on redeploying it or if there’s a potential you’re just going to hold back entirely?

No, our plan is to redeploy those funds and I think the point I was trying to make was that if you looked last year and year’s prior to that the vast majority of our marketing funds were expended in terms of ads and when consumers would actually see our advertising would be done before Christmas. I think this year what we’re saying is no, yes we have shifted a big chunk of those funds out of long lead print and in to more real time it could be news print, could be radio, could be online, could be direct mail, I mean there’s all kinds of things that we could look at but trying to get in front of a consumer when they’re making their decision to book rather than talking to them months in advance. Mimi Noel – Sidoti & Company: Is there potential savings in using digital media versus the traditional print?

I think there could be but I think that at the moment we are not anticipating a savings by reducing our marketing. That is not currently in our forecast. Mimi Noel – Sidoti & Company: Do you have any idea in generating a better return from the digital media at this point?

I would say yes, very often digital media does provide a better return but what I would say is that we’re expecting a better return by being in front of our guests when they are making their decision. Mimi Noel – Sidoti & Company: If not digital then what are the other avenues if you could share?

That could be news, that could be direct mail, it could be promotions. There are lots of ways to allocate those funds and I guess our focus right now is on making sure that we’re in that conversation closer in to when somebody is considering coming.

Your next question comes from [Erin Cudel – Hubb Capital]. [Erin Cudel – Hubb Capital]: Two questions, the first is just on and I apologize I missed a few minutes of the call so I apologize if you addressed this but you didn’t buy back any stock during the quarter? Can you give your thoughts on that as you’re thinking about capital structure, debt, share buybacks for the rest of the fiscal year?

We don’t really comment specifically on the decisions we make around our buyback program other than what I would say is we’re constantly looking at the market, our stock price, allocation of capital. Obviously it’s still a pretty robust program if you look back over time and it’s still in place. [Erin Cudel – Hubb Capital]: Then secondly, and different people before have kind of addressed this but more generally on kind of the issue of pricing power for a number of years you were able to raise your ticket prices fairly consistently. You’ve obviously shifted your strategy given then environment with the value meals and different options for ski school and then obviously just the overall pricing, if you look out maybe not just this year but over a longer period of time is your base assumption that your kind of dealing with a different type of consumer environment and you’re kind of making due with a little bit less in terms of pricing or is this kind of your adapting to the current environment and whether your raise prices two years from now you’re not really so worried about that?

Yes, I would definitely say it’s the latter from the standpoint of we are reacting to the current environment and I think we’re not making any estimation as to where the environment goes from here. With that said, if I looked out over the long term, we believe that the business model and growth model that we’ve outlined over many years is still totally intact though maybe going through a bit of a hiccup this year. I think one of the things that is interesting though is if you looked at our ticket pricing, our past pricing, things like that and compared yes it may be that we’re not able to get the increases that we may have had in previous years but if you compare that with what’s going on in the rest of travel in terms of hotel and casinos and cruises what I think you’d see is incredible price stability for again, not in lodging but in our ski mountain products, incredible price stability compared to I think other places in travel. We still feel very, very confident though obviously the whole sector has kind of shifted down a bit. Once the sector comes back up we think we’re still going to be in a very good position there.\

Your next question comes from Hayley Wolff – Rochdale Securities. Hayley Wolff – Rochdale Securities: Just two more questions, can you give any color on international bookings so far?

I think at this point what I would say is I don’t think we’re ready – I guess what I would say is this, I think you’re seeing two different trends on the international side. I think one trend which is positive is currency but the other trend that is negative is I think you’re seeing a lot of our stronger markets also going through an economic shift. I think one of the things that we’re pleased about is that as we outlined about our season pass sales is that we are really growing that product and having it now in many, many countries around the world. So I think that gives us a toe hold to really start building on our international business particularly as the economy rebounds. But, at this point I don’t think we’re seeing anything of note to report on international bookings one way or the other. I think we’ll probably have more to talk about on that on our earnings calls later in the season. Hayley Wolff – Rochdale Securities: The US Forrest Service recently denied any kind of expansion a Crested Butte, can you kind of talk about how you think about that A from competitive positioning but B from future growth prospects?

I’m not going to comment at all about the process at Crested Butte. I don’t think that’s for us to weigh in on here. I’ll just leave it at that. It’s not something that I’m prepared to comment on.

Your next question comes from Will Marks – JMP Securities. Will Marks – JMP Securities: I think you may have mentioned it but I missed it, daily pricing, have you announced your daily pricing?

No, we haven’t yet. Will Marks – JMP Securities: You probably won’t comment further even if I ask, right?

Probably not. Will Marks – JMP Securities: Let me ask about Utah and the Canyons, is there public data on when a particular loan is due there?

That’s another one I’m not going to comment on at all. I think obviously we talked a little bit about that a while back. I guess the only comment we’d make in general is we are very interested in securing opportunities for strategic growth at the same time I think one of our strengths over this last couple of years was our discipline over the prior five years in terms of how we grew the company and where we made certain investments. We’re very interested in making strategic or creating strategic opportunities, at the same time we’re not moving away at all from our discipline. Those are the two things we’re going to use as we look at different things going forward.

At this time there are no further questions. I’d like to turn the call back over to Rob Katz for any closing remarks.

This concludes our fiscal 2010 first quarter earnings call. Thanks to everyone who joined us on the conference call today. Please feel free to contact myself or Jeff directly should you have any further questions. Thanks for your time this morning.

Ladies and gentlemen this concludes the Vail Resorts fiscal 2010 first quarter results conference call. If you’d like to listen to a replay of today’s conference please dial 303-590-3030 or 1-800-406-7325 with the access code of 4186856. Thank you for your participation. You may now disconnect.