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Subject: Disney's 2013 Annual Meeting Date: 3/10/2013 4:16 AM
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I'm sorry it has taken me so many days to post this but it's been kind of busy here in the FuskieDomicileā„¢. The following is my transcript from the annual meeting. I make no promises as to accuracy, but I did try. There may also be spelling and formatting errors, for which I apologize. Please note that this was an audio broadcast. The videos shown were not viewable unless you were at the meeting, and are therefore not covered. I'd love to go next year if someone wants to pay my way. :-)

The meeting was broken into two pieces, a promotional report, shareholder business, and then Q&A. Read all the way through because there were some great questions asked. My favorite was from Corey. If you want financial information, I direct you back to the recent quarterly earnings report. But if you want to get a feel for the direction of the company, I think you'll get that here. Note that unless identified otherwise, Bob Iger is the one speaking.

A link to the audio of the meeting is at the bottom of this post.

Bob Iger: Good morning Phoenix!

Wasn't that video just fantastic? It really is a great time to be part of The Walt Disney Company, a great time to be The Walt Disney Company. In case you missed it, yesterday, our stock price hit an all time high. Timing is everything, right? And the market cap of our company hit a record $102b. Not to be too greedy, we opened today up a little bit, and last time I checked, we were up another 6 cents. Not a bad way to start the day.

Now, that video you just saw just goes to show how much Disney means to people all over the world. We create special moments and wonderful memories that lasts a lifetime. That's the real magic of Disney, and last year, we made more magic than ever.

How many of you have been to Carsland?

Carsland is like stepping out of the movie and into Radiator Springs in real life. And our guests absolutely love it. The opening of Carsland capped an amazing tranformation at Disney's California Adventure, which is now a fantastic destination in its own right, and a real worthy neighbor to Disneyland.

We also launched our fourth ship, the incomporable Disney Fantasy, which set a new standard for luxury cruising. Guests voted the Fantasy the Best Overall Large Ship and the Best Service in the world. That's for all cruise ships and is quite a distinction.

And, as you may have heard, Marvel's The Avengers was not only the biggest movie of the year, it's the 3rd highest grossing movie of all time.

I have a lot of other good things to say, so you can hold your applause.

We also released 3 animated features last year: Brave, Frankenweenie and Wreck-It Ralph, and every one of them received Golden Globe and Oscar nominations for Best Picture, and Brave took home both awards, which makes it the 7th movie to win the Oscar for Pixar.

We actually swept the animation Oscars, we also won an Oscar for a short film from Disney Animation, called Paperman. So, we've had an extraordinary creative resurgance in animation business and across our company, which is what we wanted when we made our acquistion of Pixar back in 2006.

And meanwhile, ESPN is still the market leader and #1 undisputed sports brand, ABC's Good Morning America is now the country's #1 morning show, and the Disney Channel finished last year as the #1 channel among kids 2-11, and that's the first time they've ever done that.

And so all this success across all of our businesses led to another great financial performance for The Walt Disney Company. In fiscal 2012, we increased revenue by 3% to a record $42b, which led to a record $5.7b in net income, and that was up over 18% over last year. And our earnings per share was up over 24%, setting a new record of $3.13.

And for the 57th year in a row, Disney shareholders received a dividend, and it was up 25% from the year earlier. So our record financial results drove total shareholder return of over 76%, more than double than that of the S&P 500. Over the last 5 years, total shareholder return was over 62.2%, and that was almost 12x the S&P return of 5.4%.

Our strong performance is the result of a world class management team, which is running our businesses, and the tremendous work of our cast members and employees all around the world. And I hope you're as proud of our people and our results as we are.

Now, we're also excited about what's a head, there were some teasers in that video you saw earlier, but I have to start with our acquisition of LucasFilm.

It's a huge honor for us to have George Lucas entrust his extraordinary legacy with Disney. George has always been a great innovator and a great visionary, but first and foremost, George is a great storyteller. And Star Wars, with it's 17,000 characters and 20,000 years of mythology is an incredible story. And we're taking that story into the future with Star Wars Episode VII, which will be directed by JJ Abrams, with whom we've had a very long and successful relationship that includes creating the global phenomenon on ABC known as LOST.

We are obviously excited to have JJ on board and to have Star Wars at Disney and hope you are too. Take a look at this video.

Pretty exciting. Star Wars Episode VII will be released in 2015, and we're also looking at some stand-alone movies featuring the great Star Wars characters. LucasFilm joins Disney, Pixar, Mavel, ESPN and ABC in our unprecedented collection of amazing brands. We have so much to look forward to in all of our businesses.

Starting, BTW, with Parks & Resorts. Our expansion of Fantasyland at Walt Disney World combines exceptional creativity and extraordinary storytelling that takes iconic characters to a great new location at a whole new level. The response from our guests, because some of this has been already opened, has been overwhelmingly postive, and we've got more attractions coming this year in 2013, and then in 2014.

Walt Disney said that Disneyland will never be completed, it will continue to grow as long as there is imagination left in the world, and we feel the same way about all of our parks across the world. We continue to invent new ways to thrill and entertain families at all of our parks, and we are constantly asking how we can make it more fun, a better experience.

We've invested a lot of thought and resources in this effort, and the most recent result is MyMagic+. Using the latest RFID technology embedded in a convenient wrist band, MyMagic+ is going to let guests enjoy more of what we have to offer, starting with planning the details of their visit from home, including securing Fastpasses to their favorite attractions, and making reservations for special dining experiences across our properties.

At the resort, Magic Bands will serve as room keys and park tickets, and you can even link them to your credit card and make purchases with a simple swipe of your wrist any place that you are purchasing something. And for the guests who choose to share additional information with us about what they like, we can create an even more personalized experience, which I think everybody's going to love.

I was at Disney World just last month and had a chance to try out MyMagic+, and I can tell you the Magic Bands take the parks to a whole new level in terms of experience, access and convenience is definitely greater, and I think they are going to be extremely popular for us.

Another exciting project is Shanghai Disneyland, where we are creating a one-of-a-kind destination that is authentically Disney and distinctly Chinese. We broke ground just 2 years ago, and we recently got a look at a 3D model showing what the park is going to look like, and I can't show you the whole thing right now, but I know there is a lot of anticipation and excitement about Shanghai Disney Resort, so I did bring you one surprise - you are going to be the very first to see just how spectacular Shanghai Disneyland will be. Just take a look at this picture.

http://disneyparks.disney.go.com/blog/2013/03/first-look-sha...

Looks like Shanghai Disneyland will a Storytellers statue like the one from Disney's California Adventure

http://twitpic.com/c96dwb

What that depicts, obviously, is our castle. What we said when we broke ground is that we would build the largest and tallest castle that we've ever built, and I think you get some sense from that. That's actually a 3D model that our Imagineers created, adding some lighting to it. You can tell that we've paid special attention to creating a great Disney park, but a Chinese experience as well. I can't tell you much more about it because we haven't released all the details, but I can tell you this is personally very special to me, because I've spent 15yrs with some of the most talented people in the world to take what was once an ambitious idea into what we believe is going to be one of the most fantastic Disney experiences yet, and clearly an important part of this company's future.

We look forward to opening the gates of this great park at the end of 2015, and welcoming the first of what we believe will be millions and millions and millions of guests who are going to enjoy Shanghai Disneyland for generations to come.

I'm an instant gratification guy. I see a picture like that and I immediately want to enjoy the park!

Right now, BTW, we have thousands of workers on the site. It doesn't quite look like that yet. It's going to open in 2015, but it's starting to grow from the ground and it's very hard to contain our excitement when we visit the site, but we are a couple years away.

Turning to our Studio, we've got a lot to look forward to this year, starting with the fantastical adventure Oz The Great And Powerful. This film is a stunningly beautiful movie with a great, engaging story and a stellar cast. You can see it for yourselves because it's opening up this Friday.

Now, later this spring, Robert Downey Jr. returns as Tony Stark in Iron Man 3, and I know that's a long time for you Marvel fans to wait, but I brought a brand new trailer of Iron Man 3.

We just have to amp it up with a little more energy and a little more action, right?

Iron Man 3 opens on May 3rd, so you don't have to wait too long.

We also just completed Thor: The Dark World, which will be in theaters later this year, and we're just getting ready to start filming Captain America: The Winter Soldier, which is the sequel to Captain America. Now we have the next Avenger's blockbuster, which is coming in 2015. So Marvel fans can relax, we have plenty of Marvel movies ahead.

In June, we're going to release another great Pixar movie, Monster's University. That's a prequel to the smash hit, Monster's Inc. And way before we met Mike & Sulley, they met at Monster's University. So I brought you a very first look at Monster's University with a never-before-seen of how Mike & Sulley first met. Take a look at the start of a beautiful friendship.

OK, I brought one more trailer. In July, the creative team behind the incredibly successful Pirates of the Carribbean franchise brings us another great movie, with Johnny Depp at the center of the action, this time as Tonto in The Lone Ranger. Let's take a quick look.

About 3 years ago when we were talking about doing that movie, Johnny Depp showed up in the lot in Burbank in that costume. A guy walking around the office with a bird on his head. Just a normal day at Disney, right?

In addition to the movies I just mentioned, we've also got Frozen, another great movie from Disney Animation, a musical fantasy, the warmest story set in the coldest location you'll ever see. And then at the end of the year, a story called Saving Mr. Banks, which is the story behind the making of Mary Poppins, starring Tom Hanks as Walt Disney, himself.

Now in our digital media business, we're reinventing the way video games tell their stories with a whole knew gaming platform. We're calling this Disney Infnity. We've created a whole new universe where players have the freedom to create stories and adventures with some of Disney and Pixar's most beloved characters for the first time ever. We've been thrilled by the reaction of everyone whose seen it so far, from core gamers to retailers, and we look forward to releasing this innovative gaming platform later in the year.

Turning to our Media Group, EPSN continues to serve sports fans across the country, and of course, right here in Phoenix, AZ, like noone else can, as this video will show.

Those ESPN guys have a tough time putting together hilight reels.

ESPN is bringing more sports coverage to more people in more ways than ever before, and our revolutionary Watch ESPN service now allows fans in more than 50m U.S. homes to watch ESPN on the go. And with over 30,000 hours of live events, news, and original programming across all of its networks and digital platforms each year, it's no surprise that more than 113m sports fans interact with ESPN every week.

Now these days, whether sports fans are watching the NFL games, Wimbleldon, NBA, Indy 500, MLB, college sports or sports news on television, online or on a mobile device, most of them are watching ESPN.

At ABC News, we're very glad to welcome Robin Roberts back to Good Morning America, just a couple of weeks ago.

Robin's courage and grace have touched millions of people who marveled at her strength and were inspired to become bone marrow doners. We're all thrilled by her recovery and absolutely thrilled by her triumphant return to Good Morning America.

ABC News and our ABC owned stations also did an absolutely stellar job across the board, from our 2012 coverage of the election to the devestation of natural disasters, these teams told the stories that mattered the most in ways that revealed
the power and importants and humanity behind all of them.

And in prime time, the ABC network continues to deliver some of the best shows on Prime Time TV, including 3 of the seasons top shows, Grey's Anatomy, Once Upon A Time and Modern Family, which is TV's #1 comedy. And successful shows on ABC not only drive viewers to our network here in the USA, but they're sold into over 200 markets around the world, which delivers even greater returns on our investments in that programming.

And then on to Cable, ABC Family continues to serve the Millenial audience, with characters and storiees that are relevant to their lives. In 2012, ABC Family was Cable's #1 network in prime time among young women, and that was the first time in that network's history and delivered it's strongest performance ever across key digital platforms as well.

And over the last several years, I mentioned this earlier, the Disney Channel has become a true driver of our brand around the world, taking Disney directly into the homes and daily lives of millions of people. We launched our first free-to-air channel in Russia just over a year ago, and we're already reaching 90% of the entire Russian audience. By some estimates, 1 in 3 children in Russia tune in to watch the Disney Channel every day, which makes the Russian Disney Channel the #1 free-to-air channel among kids, and creates a tremendous opportunity for our company to connect with this large audience.

We now have 108 Disney Channels in 34 languages reaching 426 million homes in 166 different markets. And when you add the extended reach of our international partners, Disney and Marvel branded kid's television is now available in over one billion homes across the world.

And here in the United States, as I mentioned, Disney Channel continues its winning streak, the #1 network of kids and teens, and Disney Junior's network of Doc McStuffins and Jake & the Neverland Pirates and Mickey Mouse Clubhouse were this year's top 3 cable shows for kids 2-5. And Sofia The First: Onced Upon A Princess was the highest rated telecast among these young viewers and is now a new, very popular series as well.

As we continue to expand our presence in both China and Russia, we also just made a large investment in India with the acquisition of UTV with 250m customers. So we are now India's leading film studio and TV producer and one of the country's premier broadcasters, which also creates a very strong foundation for The Walt Disney Company in this rapidly changing and emerging market. And I think it's going to be very important for us in the future.

Now, as we expand our presence around the world, we remain committed to being a good corporate citizen, from reducing our environmental impact and ensuring respectful workplaces, to promoting the well being of kids and families. We just releaseed our 2013 Citizenship Performance Summary, outlining our progress toward the targets we set a year ago. It's on our web site, and I invite you to take a look at the many ways The Walt Disney Company is working toward positive change.

Disney was the first media company to take action to help parents promote healthier choices for their families with our landmark nutrition guidelines, that was back in 2006, and we recently took another huge step forward as the first to set standards for food advertising on television programming targeted to kids. And we're proud to lead the industry on this very important issue.

We're also proud of the legacy of those who served our country, and at our last shareholder's meeting, we announced an effort to support US Veterans and military families, including launching a public service campaign called Heroes Work Here to raise awareness of the tremendous value veterans can bring to any company.

We also made a committment at that time to hire 1000 veterans by 2015, and that's a goal, I'm pleased to say, we've already surpaseed.

So, we decided to increase our hiring goal to create hiring opportunities for another 1000 veterans in the next 2 years as we continue to raise awareness through our ongoing Heroes Work Here campaign, staring some of the amazing veterans who now work here at The Walt Disney Company. So here's our newest public service message, showing that we are very proud to have heroes work at Disney.

Thank you.

For the better part of a century, The Walt Disney Company has entertained and delighted families with extraordinary experiences that expand the limits of imagination and set a new standard of excellence in entertainment. Disney is one of the best known companies in the world, but as CEO, I have always wanted to be one of the most admired companies as well, earning the respect of our consumers, our employees and our shareholders for what we achieve and, most importantly, how we achieve it. As one of the goals I had for our company when I stepped into this job just over 7 years ago, today I'm happy to report that Fortune Magazine has recognized The Walt Disney Company as one of the 10 most admired companies in the world.

Thank you.

This is a reflection of our unwavering committement to excellence, and the result of everything we've done in several years to deliver significant value to our shareholders. It is a true priviledge to lead this company. We have an extraordinary legacy of achievement, and such tremendous potential in the future.

Over the last 7 years, we've focused on 3 strategic priorities to ensure that we realize that potential. They are creating exceptionally high quality content for families, making that content more engaging and accessible through the innovative use of technology, and growing our brands in businesses and in markets around the world.

We've made great strides in all these areas across all our businesses from the creative resurgence we are seeing in animation, to the way we are leveraging technology to deliver our content and enhance the guest experience, particularly at our parks, to our ever expanding footprint in established and emerging markets. And as happy as we are about what we have achieved, I have to say, we are even more excited about the future. And as we move forward, I sincerely appreciate your continued support.

Thank you.

I'm also immensly grateful to have the guidance of an absolutely steller Board of Directors, a group of exceptional leaders from a wide array of industries, who bring their individual perspective, experience and independence to Disney's Board. They've proven to be one of the strongest, most effective Boards in the country, and as CEO, I rely on their insight and wisdom as we continue to shape an extraordinary future for this amazing company.

And so I would like to introduce you to all of them now, starting with our Lead Director, or Orin Smith, who was formerly President & CEO of Starbucks. Orin?

As Lead Director, Orin provides independent leadership for the Board of Directors, as well as invaluable counsel to me and our senior team. Susan Arnold is retired from Procter & Gamble, where she was the company's Vice Chairman, as well as President of its global business units. John Chen is a Senior Investment Advisor at the private investment firm Silver Lake after he retired as CEO & Chairman of Sybase Inc.

Judy Estrin is CEO of Jlabs, a company that is focused on innovation in business, governmen and non-profit organizations. Fred Langhammer is Chairman of Global Affairs at Estee Lauder. Alwin Lewis, President and CEO of Potbelly Sandwich Works, and there's one just 3 blocks away. A commercial for Potbelly, just right down the road.

Monica Lozano is CEO of ImpreMedia, LLC. Bob Matschullat is a private equity investor and former CEO and Vice Chairmana and CFO of The Seagram Company. And Sheryl Sandberg is COO of Facebook.

So ladies and gentlemen, our Board of Directors.

http://thewaltdisneycompany.com/about-disney/leadership/boar...

===================================================================================

Now the fun part of the meeting. We move on to the formal part of the meeting and let me cover a few adminstrative matters.

Boring portions skipped

We have six items on the agenda today. The election of 10 Directors, 3 company proposals, and if presented, 2 proposals from shareholders. I will introduce each of the first four matters. Shareholder representatives will present the Shareholder Proposals. And then there will be an opportunity for for those present to address the matters presented.

Once we've completed our consideration of these items, the polls will close and we'll hear a preliminary report from the Inspector of Elections. We will then adjourne the business business portion of the meeting, which will be followed by a general Q&A period.

The Inspector of Elections reports there are 1,799,523,890 shares of common stock outstanding, each of which is entitled to one vote. There are at least 1,538,715,883 shares of common stock represented by proxy at the meeting, representing 85% of the total number of shares entitled to vote.

Based on the report we've just heard, I rule that a quorum is observed and this meeting may proceed with the business before us.

The first proposal is the election of 10 members of the Board of Directors. Each Director holds office for a term of one year. And those nominated for this meeting are the 10 Directors, including me, introduced earlier. As you all know, the Board has recommended the election of all the nominees.

The next proposal is ratification of the appointment of PWC LLP as the company's independent registered accountants for the current fiscal year, as recommended by the audit committee of the Board of Directors. Services provided to the company by PWC include examination of the company's financial statement, and review of its reports and other filings with the SEC. Wayne Jackson, a representative of PWC, is here today to respond to any questions. The Board has recommended a vote FOR the ratification of the appointment of PWC as the company's indepdent registered accountants for fiscal 2013.

The next proposal is approval of the terms of the 2012 Executive Performance Plan. In order to preserve the deductibility of compensation awarded under the plan for tax purposes, the terms of the plan must be approved every 5 years, and therefore, we are seeking shareholder approval of the plan at this time. The Board of Directors approved changes to the limits of the size of awards under the plan to provide greater flexibility to appoint additional company executives, such as a Chief Operating Officer or President. The changes do not increase the limits on individual rewards.

The next proposal is the advisory vote on executive compensation. We are seeking advisory shareholder approval on compensation of our named executive officers. We believe the design of our compensation program and the compensation awarded under it creates appropriate relationship between performance and compensation, and the Board has recommended a vote FOR this proposal. Although the vote is non-binding, the Board of Directors and the Compensation Committee will review the voting results in connection with their ongoing evaluation of the company's compensation program.

The next proposal is a shareholder proposal from Legal and General Management on behalf of its client, Hermes Equity Ownership Services. The full text of the proposal is set forth in the proxy statement, and I understand that Cornish Hitchcock, a representative of the shareholder, is here to present today. And if he is here, I would like to invite him to do so at this time. And I would ask that he limit the presentation to 5m at most.

Cornish.

As you mentioned, I am here on behalf of Hermes Equity Ownership Services, which is part of the BT Pension Scheme, the largest pension scheme in the United Kingdom. I'll be brief, as you mentioned, the proposal and our supporting statement are set forth in the proxy, and I would just like to make a few comments.

The proposal is fairly simple in concept. It says that long term shareholders with a significant stake in the company should be able to nominate one or two candidates for the Board of Directors, and have those candidates appear in the company's proxy, and on the company proxy card.

The idea is to give shareholders the ability to inject some new blood, new faces, onto the Board of Directors, short of the current alternative, which is running a proxy fight, a contest with multiple proxy cards, and the cost of which can be fairly high. It shouldn't have to be that way. If we all know from experience that sometimes bringing in a new person or persons can be refreshing. If they say why do we do things that way, or here are some things you may not have considered, and it's a way of a Board getting fresh insights that they might not otherwise from shareholders who do have a long term stake in the company.

I'd like to respond briefly to several points made in opposition. First of all, you say this might lead to a loss of collegiality on the Board. This has happened elsewhere and that hasn't happened. Another argument you make is that this will just open up the nomination process to so-called special interests, which you identify as labor unions and pension funds. I would note simply that if an independent candidate is going to be elected, he or she will need to get a majority of the shares that are voted. It is unlikely that that kind of special interest candidate would be able to obtain a majority. The other thing is that if such a person was elected, they would have a fiduciary obligation to act on behalf of all shareholders. So I would submit that this argument is something of a straw man.

I would note as well that similar companies with similar proposals did achieve a majority last year, and indeed, one of your neighbors in California, Hewlett-Packard, is putting the same concept up for a vote of its shareholders this year, with a management recommendation to vote YES. So I move for adoption of the proposal and appreciate its consideration.

Thank you, Mr. Chairman.

Thank you very much, Mr. Hitchcock. The Board of Directors has recommended a vote AGAINST this proposal for the reasons it set forth in our proxy statement.

The next proposal is a Shareholder Proposal from the Connecticut Retirement Plans And Trust Funds. The full text of the proposal is set forth in the proxy statement, and I understand that Suzanne Hopgood, a representative of the sharholder, is here to present this proposal, and if she is here, I would like to invite her to do so at this time. I would again ask that she limit the presentation to 5 minutes at most.

Suzanne?

Mr. Chairman, members of the Board, and fellow shareholders, thank you for your time today. My name is Suzanne Hopgood and I'm here representing Treasurer Denise Elnapier, the principal fiduciary of the $26b Connecticut Retirement Plans & Trust Funds, herein referred to as the Connecticut Pension Fund. I hereby move Proposal #6, on behalf of the Connecticut Retirement Plans & Trust Funds. The proposal creates a greater threshold for combining the Chair and CEO positions, and limits that combination to six months.

First, I would like to stress how important The Walt Disney Company is to the Connecticut Pension Fund as an equity investment. The treasurer relies on companies like The Walt Disney Company to fulfill her obligation to the Connecticut Pension Fund Benificiaries and believes that an indepdent Chair is a key risk mitigation measure that can protect and enhance shareholder value in the long term.

A 2012 study of U.S. large cap companies found that companies that separate the Chair and CEO positions outperformed companies combining those two roles over the long term, with a 28% higher 5 year shareholder return. The Connecticut Pension Fund is a long term shareholder. The same study found that CEOs who also hold the role of Chair earn 50% more than their counterparts who are serving soley as CEO.

In 2004, The Connecticut Pension Fund reached agreement with The Walt Disney Company to separate the Chair and CEO positions, and the Board implemented those guidelines in 2005. The Connecticut Pension Fund believed it could rely upon Disney's committment, and were pleaed to see the separation of Chairman and CEO serving as an effective structure from 2004 to 2011, with very strong financial performance during that period, and we thank you for that performance.

Then, in 2011, the Board backtracked on that 2004 committment when it provided a contract to CEO Robert Iger to serve as CEO through 2015 and as Chair through 2016. The timing of the Board's decsion in the Fall of 2011 precluded shareholders from voicing effective dissent, strongly suggesting that shareholder input was intentionally avoided. By that action, the Board has weakened shareholder confidence and trust in its ability to provide effective oversight of management, responsive to shareholder concerns and transparency.

Proposal #6 before you aims to ensure the best possible leadership structure for Disney with a truly independent chairman and so doing so, restore Board accountability to shareholders. Given the onerous terms of the combined Chair and CEO contract, including Mr. Iger's huge severance package estimated to be $100m, the Connecticut Pension Fund does not expect, nor does the proposal require, the Board to separate roles until Mr. Iger's departure in 2016.

And, Mr. Chairman, because our proposal for a separate Chair and CEO cannot take effect until 2016, we ask as Board Chair that you take responsibility for strengthening the role of Lead Director in accordance with the Best Practice guidelines presented to your General Counsel and your Chief Financial Officer in order to provide a better balance and make the Lead Director's role a responsibile position.

The role of the Chair is always to mitigate risk and creating a better Board leadership structure will go a long way toward improving a problematic process and structure until there is once again an independent Chair in 2016. The CEO is the highest ranking member of Management, and the Connecticut Pension Fund believes that a large, highly integrated organization like Disney simply does not work effectively when the CEO manages the Board responsible for overseeing him and evaluating his performance.

Smattering of applause

We share a common interest in Disney's performance gains and want it to continue well into the future. A prerequisite for such sustainable performance is recognizing the importance of having appropriate Board oversight and returning to the model that was so successful at Disney. The Connecticut Pension Fund proposal has gained the support of both proxy advisory firms ISS and Glass Lewis and we urge shareholders to vote FOR this proposal.

Thank you.

Thank you. The Board of Directors has recommended to vote AGAINST this proposal for the reasons set out in the proxy statement. Before I turn to the floor to make comments on the two Shareholder Proposals, I want to turn to our Lead Director, Orin Smith, to respond to the proposal that was just presented.

Orin?

Thank you very much for your comments. Let me respond in several ways. First of all, our guidelines call for an independent Chairman of the Board, unless, in the view of the Independent Directors, it is in the best interest of shareholders to do otherwise. And I can assure you that in our belief, this decision was in the best interest of shareholders.

In 2011, it was clear that the Disney company had an exceptional CEO, made clear by the financial performance that spoke for itself, as well as the long term strategy that Bob had developed to create shareholder value for this company. Recognizing that the term of Bob's contract ended in January of 2013, the Board decided to be preemptive and act to extend that contract for as long a period as possible.

Upon making that decision, the Board also made the decision to go forward and offer Bob the role of Chairman and Chief Executive Officer. We did that because we believed that Bob would make an outstanding Chairman of the Board because of his strategic vision and insights, and because of his outstanding relationship with Independent Directors, because of the transparency and openness with which he dealt with the Board throughout his tenure.

Accordingly, we took the initiative and made that proposal to Bob and negotiated the contract that extended his term as CEO from January of 2013 to March of 2015. And because we included the Chairmanship, we were able to extend the period in which we would have his services another 15 months to mid 2016, gaining not only his services in respect to strategy and other such matters, but also providing an orderly process to transition to the next CEO. We believe that that is an exceptional circumstances, and that it was in the very best interest of shareholders.

I would also note that in the process of making Bob the Chairman of the Board, that we also strengthened the role of the Lead Director. The Lead Director now has responsibilities that exceed the requirements established by most proxy advisors. The Lead Director now has the responsibility for calling and presiding over meetings of Independent Directors.

The Lead Director now works with the Chair in setting the agenda for all Board meetings. That process works in the following way: I take information from other Board Directors, either from executive committe meetings or from private conversations. I present these topics the Board wishes to deal with to the Chairman. He provides me a tentative agenda, and I make the final approval on that agenda.

I also work with the Chairman and with the Chair of the Governance and Nominating Committee to identify, with input from other Directors, the members that we will propose for the committees, as well as the Chair of those committees.

And lastly, of the most important of the responsibilities, I have the challenge of organizing and leading the evaluation of the CEO, and as well, the performance of the entire Board.

We believe we have independent Directors that act in the best interest of shareholders, and we believe that we should have the discretion to make decisions to require to make the CEO Chairman of the Board within the guidelines that we do so in the very best interest of shareholders.

Smattering of applause

Thank you, Orin. At this point, I'll open the floor to discussion of any of the proposals that have been presented, and I would like to address, if you would like to address one of the proposals, please proceed to a microphone and wait to be recognized. When you're recognized, please state your name and tell us where you're from and identify which proposal you wish to address and then proceed with your remarks. And please, limit your remarks to 2 minutes in order to give other shareholders the opportunity to be heard.

Note that we will have a general Q&A session following the business portion of the meeting, so please limit your remarks right now to the proposals that have been presented.

Do we have anyone who wish to speak? Thank you. Yes, please.

Good morning, my name is Aisha Mistagne (sp?), and I'm here representing the California State Teachers Retirement Association , owner of over 5m shares of Disney stock. I am also representing PGGM Investments, the leading Dutch pension service provider, and owner of over 1.2 million shares. I want to start by congratulating The Walt Disney Company on its most recent stock performance and the great leadership Mr. Iger has given the company over his tenure. Shareholders have truly benefited from his leadership as CEO, and the company has been a source of economic strength in California.

This being said, we believe there are certain governance structures that are lacking at Disney which would serve to protect the investments of our beneficiaries and ensure the continued long term success. As the old saying goes, those who forget history are doomed to repeat it. We as shareholders do not want to see a repeat of the events that occured in 2004 and 2005, yet we fear the Disney Board seems to be slipping back into its old ways.

We were extremely disappointed when the Disney Board recombined the Chairman and CEO positions, especially without shareholder input. In addition, we have been watching declining support for the compensation program from 77% to barely passing last year at 57%. Unfortunately, the Board's response to this low support has been inadequate. We believe a compensation program that is properly structured to ensure that executive interests are aligned.. is essential to ensure that executive interests are aligned with shareholders.

Compensation is about pay FOR performance, and although the performance at Disney has been outstanding, especially the last year, there are elements of the pay program that are fundamentally flawed. In addition, for the substantial majority of Iger's tenure, Disney has maintained a separate CEO and Chairman. We believe these two roles should be separate, because they have very different and conflicting roles. A Chairman is there to lead the Board and represent shareholders, and a CEO runs the company and leads the management team. The separation of these two roles provides an important safeguard.

Lastly, we believe every company should institute a mechanism that allows shareholders to nominate Directors, which provides a proper balance to ensure that only long term shareholders make use of this fundamental right.

We believe that Disney is an iconic company and we want it and our investment to have continued and sustainable success in the future. We believe a properly structured compensation plan, a leadership structure that ensures accountability, and governance standard, like Proxy Access, to be in place in all companies, including The Walt Disney Company.

Thank you.

Smattering of applause

Do we have other comments, specifically on those proposals from the audience? Yes.

My name is Dwight Morgan, and I'm just a shareholder. And I enjoy being one. But, I wonder, in light of these two shareholder proposals, if people want to consider also that our Lead Director and his ties to Starbucks might have some play in Starbucks becoming the coffee supplier at Disneyland, which I know has upset a number of people. I go to Disneyland every week and I've heard nothing but bad comments along those lines. We miss our coffee - we didn't want to see it change - and I wonder how independent our Lead Director is. That might be something else to consider along with these proposals. Thank you.

Smattering of applause

Let me assure you that the Board of Directors and company maintains a very rigorous standard in terms of the definition of independence, something that we review for each of our board members on an annual basis, and at no time has Orin Smith or anyone of our Independent Directors done anything, or had any relationship with the company that in any way would impair the Director's independence as a member of our Board.

I also want to say, and I was going to sort of hold general issues to later, but over the years, one of the biggest criticisms we got in the parks was that our coffee wasn't good enough. And since Starbucks has done so well, we thought it would be a great idea to serve our guests better coffee.

Applause

So, I, uh, I don't mean to be cheeky about it, but it's quickly become one of the most popular Starbucks in the country, and we're going to add more, so...

I'm warning you about that...

But I think it's good news.

Are there any other comments specifically about those proposals? Yes, sir.

Hi, my name is Santino Pino and I'm just a private shareholder and options trader. And I just wanted to say, I wanted to recommend that the Board's suggestions are followed through with. The current leadership that this company has has led the company to amazing new highs, and has provided the interests of most parties involved and not everyone can come along for that ride. But everyone involved has reaped the benefits, so I recommend everyone follow the Board's recommendations. Thank you.

Applause

Any other comments at all on those proposals? Again, we have a general Q&A following this.

OK, thank you. At this point I think we've heard a range of views on the proposals that this audience has brought, and I'd like to close this part of the discussion, which also concludes consideration of all the items to be presented at the meeting. So if anyone has not yet voted and is holding a ballot, please raise your hand and we will collect them from you. I think there are a few in the audience, if you can please do that.

The polls will now close and I will ask the Inspector of the Electon to give us her report based on proxies received at the opening of today's meeting. Ballots and proxies handed in during the meeting will be tabulated by the Inspector and included in the final tally, which will be reflected in the minutes of the meeting and in a report we will file with the SEC within the next week. So Inspector, may be have your preliminary report?

For Item One, the election of Directors, we have received proxies or votes as follows:

For the election of Susan Arnold as Director, FOR votes were approximately 86.6% of the votes cast.

For the election of John Chen as Director, FOR votes were approximately 88.4% of the votes cast.

For the election of Judith Estrin as Director, FOR votes were approximately 98.5% of the votes cast.

For the election of Robert Iger as Director, FOR votes were approximately 98.3% of the votes cast.

Applause

For the election of Fred Langhammer as Director, FOR votes were approximately 88.1% of the votes cast.

For the election of Aylwin Lewis as Director, FOR votes were approximately 86.8% of the votes cast.

For the election of Monica Lozano as Director, FOR votes were approximately 98.7% of the votes cast.

For the election of Robert Matschullat as Director, FOR votes were approximately 98.6% of the votes cast.

For the election of Sheryl Sandberg as Director, FOR votes were approximately 99.6% of the votes cast.

For the election of Orin Smith as Director, FOR votes were approximately 95.1% of the votes cast.

For Item Two, ratification of the appointment of Price Waterhouse Coopers, we have received proxies for 98.9% of shares voting to approve the appointment.

For Item Three, approval of the 2002 Executive Performance Plan, as ammended, we have received proxies for 88.3% of shares voting to approve the plan.

For Item Four, approval of the Advisory Vote on Executive Compensation, we have recieved proxies for 57.6% of shares voting to approve the resolution.

For Item Five, approval of the Proxy Access Proposal, we have received proxies for 39.8% of shares voting to approve the proposal.

Smattering of applause

For Item Six, appoval of the future separation of Chairman and CEO roles, we have received proxies for 35.3% of shares voting to approve the proposal.

That concludes my report, Mr. Chairman.

Thank you very much. Based on that report, and subject to the final confirmation of the voting results by the Inspector of the Election, I declare that all of the nominees for election to the Board have been elected, that the appointment of PWC has been duly ratified, that the terms of the 2002 Executive Performance Plan have been approved, and that neither of the shareholder proposals were approved.

I also note that a majority of votes present and elligible to vote approved the advisory vote on Executive Compensation.

Now that concludes the business portion of the meeting, which is now adjourned, and we now are going to be ready to take a few questions.

=====

Joining me on stage will be Jay Rasulo, Senior Executive Vice President and CFO of the company, And Alan Braverman, Senior Executive Vice President and General Counsel of the company. If you would like to ask a question, please proceed to one of the microphones and wait to be recognized. When you are recognized, please state your name, tell us where you're from, and proceed with your question.

And again, I would ask that you limit your question to no more than 2 minutes in order to give other shareholders an opportunity to be heard, and that you not raise and repeat topics that have previously been raised. I would ask that speakers refrain from raising personal matters or grievances, since it really is not fair to make everyone sit through matters of personal concern.

Now I have one other business item I would like to do before we start the Q&A. I wanted to introduce one other person who is very near and dear to the Disney company and the Disney family, and that is Roy P. Disney, who is the son of Roy E. Disney, and the grandson of Roy O. Disney. I got my middle initials right. Roy is a great friend of the company and one of the best experts that exists on the planet about the company's history and legacy. Roy, always a pleasure to see you.

Applause

OK, you guys ready? Good. I'm going to start unconventionally with (microphone) #4.

Again, tell us who you are, please.

Good morning, my name is Justin Danhoff and I'm representing the National Center for Public Policy Research, we're a free market think tank based in Washington DC, and a company shareholder. I appreciate the opportunity to talk with you briefly. Mr. Iger, distrust in the American media is at an all time high. A recent Rasmussen poll found that only 6% of Americans find the media to be trustworthy, while 42% said they don't trust the media to tell them the truth at all.

What is more, when it comes to national elections, 48% of Americans actually agree that media bias is a bigger problem than money in politics, and Disney's media platforms, from ABC News to ESPN, deserve their share of the blame for the nation's skepticism. Whether's it's ABC News reporter Brian Ross rushing to falsley blame the Tea Party for the deadly shooting massacre at an Aurora movie theater, or then ESPN columnist Rob Parker saying that Washington Redskins Quarterback Robert Griffin III was a "cornball brother" who was not down with the "black cause" because his fiance is white and he's possibly a republican, liberal pervades Disney's media outlets.

It's time to start denying this bias and start doing something about it. Our company's leadership should show that intellectual honesty to admit it exists, it is a problem, and let's start working together on a solution. As a shareholder, I have two main concerns about this. First is that the bias harms this company's image that you spoke about.

Second, it decreases our revenue potential. In a February Gallop poll, almost twice as many Americans identified themselves as conservative than liberal. So, by instantly alienating such a large market, you're decreasing potential advertising revenue for Disney's media affiliates.

I'm not asking that you turn ABC News into Fox news, or that you start airing Rush Limbaugh or Glenn Beck daily on ESPN. I'm just asking that you start playing it straight with the Amerian people. Stop the bias and return to an era of objectivity and honesty in the news. The American people will thank you for it. More than that, your shareholders will reap the benefits as your platforms will become the envy of the industry.

I look forward to your comments. Thank you.

Applause

Alright, I certainly respect your opinion, sir. I certainly respect the ability of our shareholders to express themselves on a variety of issues. Our goal at ABC News and at our ABC television stations that have news programs, and of course at ESPN, is to be fair, and to present the news they cover in as unbiased a way as possible.

Without meaning to sound overly defensive, I believe overall, the body of their work, in fact, is fair and unbiased and accurate. However, I will say that over time, we have been guilty of making mistakes, not specifically commenting on those that you cited, but I can tell you that in my experience of managing these businesses over the years, we have at times either presented the news in, um, a slightly inaccurate way through mistakes, or in ways we were not necessarily proud of.

But I firmly stand behind the integrity of our news organizations because I believe overall the job that they do is one that is worthy of respect, and certainly one that delivers to the value of The Walt Disney Company and our shareholders. Thank you.

Applause

Number 3.

Buenos Dias, Mr. Chairman, Board of Directors and fellow shareholders. It's been a while since I've been to a meeting, Minneapolis was my last, but I've been sending people. My name is Jane Garcia, and I'm from the great, but very tired, city of Detroit. And always trying to make sure everything is very positive, I represent a lot of non-profit organizations, National SARE, and make sure we're involved.

My issue is that, I'd like to thank the Board of Directors, and you, Mr. Chairman, when we look at representation and diversity, you have arrived. I think you have a great deal of diversity on the Board, females and ethnic backgrounds, and everything we need to have, because we are a diverse country, and as you expand, you know that, and a special thank you for all that you do for the military. I have children in the military, so it's very close to my heart.

When you look at Disney and it's history, you don't forget the background, you don't forget the past, and I think that's very important as you move Star Worlds and everything else forward, you still always remember the past, that we came from, that we grew up with. And that I'm here, Spanishsomething for all to make sure you understand that we're vey grateful out in the community, we're a long ways from California, I have a home here in Phoenix, so everbody goes to California, but I just wanted to make sure that I came here to make sure that you knew how grateful we were that that we are seeing better times. Muchisimas Gracias.

Applause

Thank you very much. I take to heart, by the way, your comments about diversity. While I appreciate the compliment that you made, I think there's always more work to be done and much more room for improvement. We firmly believe in The Walt Disney Company and this is a priority for us, that our future success depends on our ability to reflect the world and the people we are trying to reach, and that world has never been as diverse as it is today. Thank you for the encourangement. I pledge that we'll continue to work to deliver on this promise.

Umm, Number One. Oh, Roy.

Yes, Bob, thank you for that introduction. My name is Roy P. Disney, and I have roughly 56 years with this company. And...

Laughter and applause

And I think it's important to take a big view picture of the company, both in terms of its history and its reality. This was a company that was started by 2 brothers that worked harder than any of us could possibly imagine, making 10-12 animated pictures a week. They were so poor, they could only afford a dinner every 3rd night, and only one, they had to split it between the two of them. They went bankrupt 7 different times.

Today, we are a company with theme parks from Paris to Shanghai, we are, um, the largest media company in the world, and that is a tribute to the Board of Directors and to Bob Iger. What I will say is that Bob understands what Walt knew, that it's not one person. It takes a team of extraordinarily talented people who both work for, and believe in, one thing. Quality.

It's unfortunate that this company should be used as a podium to espouse a view on some vague nuance of corporate governance. This is a company that should be celebrated, as a company, as how to do a good job. And that is self-evident in the price of the stock and the value of the company. And I just want to say Thank You.

Thank you, Walt. Thank you, Roy.

Applause

Thank you. I've now figured out why your grandfather and his brother were so thin. I didn't know that.

Laughter

Thank you very much. Number 2.

Is there someone at Number 2? Nope? Sorry, we'll go to Number 3.

Alright, my name is Dwight Morgan, and I'm from Pasadena, CA. A couple of things. Thank you, Roy, I do celebrate this company. In 2008, I asked a question and in 2010, I got the answer. It's the Premier Pass. And I use it once a week.

But, you missed one program when you were talking about ABC News. They did a program called Made In America, and I thought that was a wonderful program, got a lot of people thinking about making things in America. I hope the India studios don't move American movies off shore, but what really brought me to this is, I am a pin collector, and I love Disney pins. I have about 3000 in my collection right now.

I looked at them, looked at them really hard, I found 2 made in America. Amazingly enough, they are both shareholder meeting pins. And I think that's a little bit unfair. Why can't we make more of these pins in America? I know we can't make them all. But how about making more of them? Thank you.

All right, thank you.

Smattering of applause

I appreciate the compliment, and David Muir, reporter and anchor at ABC News, was behind that series, with the incredible support from Diane Sawyer and the entire news team, and we were indeed proud of it. We've talked about this subject a lot as a company. We're certainly proud of the fact that we've continued to create jobs in the United States, and we've continued to invest and expand in the United States. There certainly were examples in the presentation I gave earlier today.

But at the same time, we're also expanding around the world, and part of the reason we have been successful is we have managed to figure out how to reach people far and wide. With that comes investment in and manufacturing in markets outside the United States. We have, though, talked at length about whether we can continue to add jobs in the United States by moving some of our manufacturing here.

However, most of the manufacturing of the goods that we sell are done through third party licensees; they make the decisions about where their products are manufactured. I can only tell you, sir, that this is a subject that we have discussed, we certainly are, um, going to continue to look into this subject to see whether we can improve our manufacturing presence in the States, and again, thank you for your comment.

And, Number Four.

Good morning, Mr. Iger and distinguished Board members of Disney. I just want to welcome you to Phoenix, AZ. My name is Mike Pierson and I'm an individual shareholder, and I can't begin to tell you how important Disney has been to my family. It occured to me as I sat here today with my wife and daughter, my daughter is a college Junior at Arizona State, she's a shareholder in Disney and loves absolutely everything about it, as do we.

One of the things I wanted to compliment you on in particular is Heroes Work Here. I had no idea that type of initiative was part of the Disney corporation, and I think it's just an extraordinary thing. In fact my served distinguishedly in the U.S. Military, the Army, she was Military Police in the 80's in Germany, and she's exactly why we run such a tight ship in our household so...

Laughter

I'm deeply appreciative of that. And it occured to me when I saw the image up there where it said "Dreams are a part of what we are as a future", and I happened to believe that Disney, without exception, without any fear of contradiction, is such an integral part of the fabric of this rich pageantry of life in this country and around this world.

And most assuredly, I am deeply appreciative of what you have meant to me and my family over the many many years, and without any fear of contradiction, again, I can say that even in the ups and downs and all arounds of one's life, any time I've ever had the pleasure of being at Disneyland, most asuredly, it's been a happy day.

So I do have an idea for you. Very soon it's going to impact me. I thought the Heroes That Work Here is a great idea. Have you thought about Grandpa's and Gramma's Work Here? Because...

Laughter

Very soon I will be one of those.

Applause

Thank you again, and welcome to Phoenix.

Thank you. I'm a Grandpa, so I work here.

Laugher

Thank you very much for your compliments. We appreciate that a lot. Number 2?

Is someone there now?

Yes sir, Mr. Iger, I'm Bruce Hornstrom (sp?), my wife Joan and I live in Flagstaff, we own 300 shares from very long ago, in fact, somewhere along the way, we got a 3 for 1 split, so it's been a great investment for us. But most importantly, we admire what Disney, Walt Disney Company, does. And your values, core values, they just speak to us and to the country and the world. I just think it's exceptional.

On corporate governance, from everything I read and stufy in that area, you're leading edge, and I think you're doing the absolute right thing for the company, the shareholders and all your customers. And like this gentleman back here, I just, we just celebrated our 37th anniversary in Disney World. We weren't there to see the new bracelets, we're looking forward to them.

Just one tiny little request. As we got there and were buying our length of stay passes, we were thinking about annual passes. We live in AZ so we don't get to Florida real often. If there was a combo California-Florida, we would probably be all over that. That would help us alot.

Anyway, just a minor request. Thank you much.

So I am pleased to tell you that there is now such a pass.

Murmer and applause

This idea was raised at a shareholder meeting some years back, actually, the request was for an International Pass. That was a little complicated. But it did give us a good idea, so we went back and figured it out, and so you can now buy an Annual Pass to our park in Anaheim and to our parks, parks in Anaheim and to Orlando. I am sure you can go on our web sit and find it, but if you have trouble doing that, someone here can help you. Thanks.

Uh, let's see, Number One.

Mr. Iger, Terrel Nilson (sp?). Third meeting in a row, for this meeting. I've spoke to you each year, D23 member, DVC member, stockholder...

Good customer.

I do my best.

Laughter

I did have the pleasure, as some of these other people made mention, I bestowed upon my children this last Christmas their very first share of Disney stock, to get them on the road to being part of this great company. Yesterday, with my beautiful wife and sister-in-law, we were at Disneyland, enjoying the Grand Californian Hotel, and I once again raise my concern, in light of the announcement that a resort will be built at the Grand Floridian, the one in Aulani in Hawaii built, what is the possibility of you expanding the vacation villas at the Disneyland resort? I think, correct me if I'm wrong, but there's 28 villas available?

I think it's 50.

Oh, 50. But very small, compared to most other resorts. So I had to use my vacation points to use a hotel room. Which was still wonderful, they still welcomed me home as they do, and I loved that, but it would be nice to have a villa available to me at the Disneyland resort. I do own two ownerships, through, one in Saratoga Springs, and one in California, but I'd like to have a greater availability in California. So if you could consider that, I would appreciate it.

OK, thank you. To my knowledge, we opened to 50 some 3 or 4 years ago, if my recollection... To my knowledge, we are not currently developing expansion of those, but I certainly appreciate your thoughts and sentiments, and we'll discuss that when we get back to the home office.

Number Four?

Hello, my name is Adra (sp?), independent shareholder and long time Annual Pass holder to Disneyland and California Adventure. This is a suggestion. At the Mickey & Friends parking structure, as you're descending down the escalators, my suggestion would be to make the lamps in the boarding area of the trams different colors, like green for loading, and red for, like, don't go here, because on multiple occasions I've went to the wrong area and was sent across the way. And if I had time to see the lights, I could plan and make my way more efficiently to the correct loading station.

OK, thank you, that's a big parking structure, I know. I think one of the biggest in the world, actually. We will, uh, take your idea to heart and discuss it when we get back. It's great to come to these meetings and hear from some of our best guests. As I said earlier, we do in fact listen to some of the ideas, and implement them. We listen to ALL the ideas...

Laughter

We only implement a few.

OK, Number One.

Hi, my name is David Randall, from St. Petersberg, FL, I'm faculty at the University of South Florida, Patel College of Global Sustainability, and director of the Sustainabile Tourism program at the University. I've also been attending the parks since I was 5 years old, I actually went to Disneyland 2 months after it opened in 1955, and met Walt Disney twice, so I've been a long time customer. I've lost count how many times I've been to the parks.

Two years ago at the Annual Shareholder meeting in Salt Lake City, I encouraged The Walt Disney Company to better tell the story related to its excellent record of sustainability in the environment. And in the past two years, I've observed continued progress and success in that regard, and I congratulate you, Bob, as well as other people like Beth Stevens, Jackie Ogden and Kim Samms and Danny Brister, Ann Savage, Tim Hopkins, Fred Pettit (all sp?) and all the others who make up the Disney environment team that is continuing to prove the Walt Disney sustainability performance and environmental record, and at the same time, improving shareholder profits.

In 2012, for the third year in a row, Disney reached the top 10% in the Newsweek rankings, which is a hard feat to accomplish, and not too many other companies have done that. And when compared to the hotel & restaurant, Disney is heads and shoulders above everyone else. And at that Salt Lake City meeting, I don't know, Bob, if you recall, but you actually asked me to help tell this story in any way that I could.

So I want to share a little bit of what I've done in the past two years. In the last 2 years, I've published 4 articles with my colleague, award winning conservation biologist Dr. Reese Halter. We shared examples of Disney and Huffington Post articles, including the most recent one published 2 days ago. I've presented at 3 international conferences for the International Ecotourism and Sustainable Tourism conferences in Hilton Head and Monterey and the Carribbean Tourism conference in Guyana.

I've also presented at several national conferences, and I give special thanks to Jackie and Kim and Tammy for their assistance in putting that presentation together. And I've developed partnerships with Sustainable Travel to develop new intruments for certification using Disney's examples. And we've launched the brand new tourism program at the University of South Florida, where I actually teach a course where we give 12 strategies Disney is using, and how they can apply them to the tourism industry.

I brought people like [name unintelligible) from Malawi to meet with your scientists to learn management strategies that they can take back. We're sending internships, three of them, to help implement Disney strategies in the country of Malawi, one of the poorest countries of the world. And I worked with Jackie Ogden Fran McGlore (both sp?) to help develop a new 6 part video series that we're sharing to help train our students, and I thank you again for that.

And finally, I want to share that in order to demonstrate my own personal committment to Disney sustainable tourism, I became a DVC member this last year and have been enjoying that immensely.

Murmer and applause

Some of the common themes that have emerged through all of this sharing of The Walt Disney Company's outstanding examples of environmental sustainability include the surprise the surprise that Disney is doing so much, the appreciation of what Disney is doing, and the genuine interest people have to learn more.

Whether you know it or not, people want to know about the good things that The Walt Disney Company does. When people learn examples of steam trains running on cooking oil, the extensive sea turtle conservation efforts at Vero Beach, the energy, water and waste reduction at the theme parks, the research and education offered at The Land pavillion, the sustainability efforts at the cruise lines, and the great work at the Disney Worldwild Conservation Fund, with projects such as the gorilla rescue in the Congo, and the response is always positive and they want to learn more.

I hate to cut off compliments, but there are a lot of people at the other stations to ask questions, so if you could please...

OK, so my question is...

Wrap it up.

Laughter

My question is, will you and others in The Walt Disney Company work with me and the University of South Florida Global Sustainability College to further share this Disney story, specifically by creating a new Sustainability internship for graduate students to learn from, helping us host the International Ecotourism and Sustainability Tourism conference at Walt Disney World, offering a sustainability seminar option at the Disney Institute, hosting a sustainability festival like you do at Epcot with Wine and Food, and working with us and other...

Applause - my guess is because they are moving to cut him off

others to bring concepts of future sustainability to the world?

You listed...

Thank you.

Thank you very much. You checked off or listed a number of people who were involved in these efforts, Beth Stevens leads the efforts for us, I know you mentioned her. Some of your ideas sounded great, but she, you should take them directly to her, and I'm sure she'll consider them. Thank you.

Thank you.

Applause

Now the surprise there is that our steam engines run on cooking oil. So if you ever think that our trains smell like french fries, you now know why.

Laughter

OK, I'm going to take just a couple more. Uh, Two.

Thank you, Mr. Chairman, my name is Frank Lazmano, from Laz Cruzes, New Mexico. I've been a shareholder since 1998. I absolutely love the story of Ozwald the Lucky Rabbit. Could you share with us some of your future plans for Oswald the Lucky Rabbit?

Well, we were lucky to regain the rights to Oswald the Lucky Rabbit I think in 2006, after Walt had lost those rights, I think, back in the 1920's or early 1930's, so we brought Oswald back to his rightful home. I noticed, actually, going through the Disney Store on the Disney lot just before on Monday, that we were selling some Oswald apparel, which is great to see.

I am not aware of any animation work that is being done right now, or film entertainment for Oswald, but he did appear as a character in the Epic Mickey games, 1 and 2. And I'm sure there is other activity going about Oswald, but at this point, the company is really large, and I may not be aware of all of it. But thank you. It is a nice story.

Thank you.

Thanks. Number Four.

Oh. Hi, my name is Erin Johnston, and I'm a student at Arizona State University at the downtown campus, and I am a avid Disney lover, obviously, and I also write for Examiner.com, I'm a national Disney examiner, I have a couple articles up there. I was born in 1993, kind of at the Disney renaissance peak, if you will, and I love classic Disney animation, 2D animation. I also love Pixar with all my heart, the 3D animation and the new sorts of animation that is coming out in theaters like Tangled and things like that.

I was wondering if 2D animation would be, perhaps, still kind of at the top of your list of sorts of movies that would be produced. I know we got hints of it in Paperman, it was a beautiful short film, combinations of 3D and 2D, but I was just wondering if there were any plans in the works for that?

The last 2D animated film that we released was Princess & The Frog...

Yeah.

Which we're very proud of. To my knowledge, we are not developing a 2D or hand drawn feature animated film right now, but there is a fair amount of activity going on in hand drawn animation, but it's largly for television at this point. We're not necessarily ruling out the possibility as feature, but there isn't any development at the company at the moment.

Thank you.

Thank you.

OK, Number Three?

Hi, my name is Ben, I'm from Orlando, Florida, I'm a shareholder, a D23 member, and a proud 13 year Park & Resorts cast member. I want to thank you. This company, under your tenure, has revitalized animation with great films, such as Tangled and Wreck-It Ralph, two amazing cruise ships and a fantastic revitalization of California Adventure, and some amazing work at Walt Disney World that I'm honored to be a part of.

It's, and you've also brought some great new friens with Marvel, Pixar and LucasFilm, that brings a great creative energy to what we've already established at Disney itself. It's unfortunate that not all shareholders can be part of our company and see the committment to excellence but most importantly in do it, to integrity, that comes straight from you.

Every leader, every executive, every cast member I know knows that we have to do things the right way, and your committment to that, and the Boards committment to that is apparent to all of us. I've been coming to these meetings since I was 15yrs old, and this is the first time I've spoken, and just to thank you for your committment to excellence and integrity.

But as a cast member, creating an amazing work environment, as a fan, creating experiences and memories I'll cherish for a life time, and as a shareholder, bringing me outstanding financial performance beyond my wildest dreams. So, thank you.

Applause

Thank you very much.

OK, I know I said I was going to take two more, but I really am going to just take 2 more.

So, Number Two.

Hi, my name is Corey, I am 8 years old, this is my 6th shareholder's meeting. Welcome to my home state.

Laughter

How did you miss two?

My question today is, is it more important about a Disney movie of what critics say, or what kids say?

Laughter and applause

Absolutely kids. Absolutely. Do not let anybody think otherwise. What was your favorite Disney movie?

Um, I like Cars 2. And all of my friends, all of the kids I know love Cars 2 and we really want to see a Cars 3.

Laughter and applause

That's good. Well, thank you very much for coming. Six times. That's a lot for an 8 yr old.

Laughter

Well thank, do you live in Phoenix?

Yeah.

Well, thank you very much. Are you going to move, should I tell you where we're going to be next year so you can...

Laughter

Yeah, you should, you should!

Laughter

We don't know yet.

Laughter

But thank you very much, that was nice of you.

Applause

OK, last one, please, one more. Number One?

Hello, my name is Jodie Coleman, and I flew in from West Moines, Iowa. I've been a shareholder since 1977 when I was 10 years old. My one question is, I wrote this little story, short story, about Mr. Toad and Donald Duck, and I was wondering if I could give it to the company as a gift. It's the only company I would ever share it with.

I have to turn to our General Counsel to ask that question.

Laughter

I'm not looking for any compensation, just to give it.

General Counsel: On those terms, certainly.

Laughter

OK, you can give it to this woman right here. Thank you.

OK, I'm going to thank all of you right now for coming...

Applause

And for all of your support. I appreciate the comments about the company that have been brought to this meeting. And I wish all you and all of us luck in the next year. And we'll see you at next year's shareholder meeting.

Thank you very much, thank you Phoenix.

Applause

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