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Executives

Bob Iger - Chairman & CEO

Belinda Massafra - Representative, Broadridge Investor Communication Solutions

Cornish Hitchcock - Representative, Hermes Equity Ownership Services

Orin Smith - Director

Roy E. Disney - Co-Founder

Alan Braverman - SVP & General Counsel

Analysts

The Walt Disney Company (DIS) Annual Meeting of Shareholders Conference Call March 6, 2013 12:00 PM ET

Operator

Ladies and gentlemen, please welcome the Chairman and Chief executive officer of The Walt Disney Company, Bob Iger.

Bob Iger

Good morning. Nice to be here this morning; wasn’t the idea just fantastic. Thank you. It really is a great time to be a part of The Walt Disney Company, great time for the company, because 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 $102 billion. And not to be too greedy, but we opened today up a little bit and the last I checked we are up another $0.06, not a bad way to start the day.

Now that video that you just saw reflects how much Disney means to millions of people all over the world. We create special moments and wonderful memories that last 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 Cars Land? Cars Land is like stepping right out of the movie Cars and into radiator springs in real life and our guests absolutely love it. The opening of Cars Land capped an amazing transformation 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 incomparable Disney Fantasy which set a new standard of luxury cruising and cruise passengers voted the Disney Fantasy ‘The Best Overall Large Ship and the Best Service in the World, that's of all cruise ships. It’s quite a distinction. Thank you.

And as you may have heard, Marvel’s The Avengers was not only the biggest movie of the year, but it’s the third 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 three animated features last year, Brave, Frankenweenie and Wreck-It Ralph and everyone 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 which was called Paperman. So we've had an extraordinary creative resurgence at our animation business and across the company which is what we wanted when we made our acquisition in Pixar back in 2006.

Now meanwhile ESPN is still the undisputed market leader and number one sports trend. ABC Good Morning America is now the country’s number one morning show and the Disney channel finished last year as the number one channel among kids Two-to-11 and that's the first time they've ever done that. So all of the 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 $42 billion, which led to a record $5.7 billion in net income and that was up over 18% over last year. And our earnings per share were up 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 shareholders return of more than 76% and that was more than double that of the S&P 500. Over the last five years, total shareholder return for Disney was 62.2% and that is almost 12 times the S&P 500 return of 5.4%.

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

Now we are also very excited about what's ahead. There were some teasers in that video that you saw earlier. I got to start with our acquisition of Lucasfilm. It's a huge honor for us to have George Lucas & Trust, his extraordinary legacy to 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 its 17,000 characters and 20,000 years of mythology is an incredible story. We are taking that story in to the future starting with Star Wars Episode VII, which will be directed by J.J. Abrams with whom we’ve had a long very successful relationship that includes creating a global phenomena that was on ABC known as Lost. And we are obviously very excited to have J.J. on-board and to have Star Wars at Disney and I hope you are too.

Take a look at this video.

[Commercial]

Pretty exciting. Star Wars Episode VII will be released in 2015 and we are also working on some standalone movies, featuring the great Star Wars characters. Lucasfilm joins Disney, Pixar, Marvel, ESPN and ABC in our unprecedented collection of amazing brands and we have so much to look forward to in all of our businesses starting by the way with parks and resorts.

Our expansion of Fantasy Land at Walt Disney World combines exceptional creativity and innovative technology to take story telling and iconic characters to a great location and bring it to a whole new level. The response from our guests because some of this is already opened has been overwhelmingly positive and we’ve got more attractions coming this year in 2013 and then in 2014.

The Walt Disney said Disney Land 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 products across the world. We continue to invent new ways to thrill and entertain families at everyone of our products, and constantly asking how we can make it even more fun, even a better experience and we have invested a lot thought and resources in this effort and the most recent result is our new MyMagic Plus program. And using the latest RFID technology embedded in a convenient wristband, MyMagic Plus is going to let Walt Disney World guests enjoy more of what we have to offer starting with planning their details of their visit from home including securing fast to their favorite attractions and making reservations at special signing experiences across our property.

And I have to resort magic bands will serve as room keys and club ticket and you can even link them to your credit card and pay for your purchases with the simple swipe of your wrist at any place that you are purchasing something and for our guests who choose to share additional information with us about what they like, we can create and even more personalized experience which I think everybody is going to love.

I was at Disney Walt just last month and I had a chance to try out my Magic plus and I can tell you the Magic bands take the product 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 two years ago and we recently got our first look at a 3D model showing what the park is actually going to look like. I can't show you the whole thing right now but I know there's a lot of anticipation and excitement about the Shanghai Disney resorts so I did bring you one surprise.

You are going to be the very first audience to see just how spectacular Shanghai Disneyland will be, just take a look at this picture. What that depicts obviously is our Castle, we said when we broke ground that we are going to build the tallest and the largest Castle that we've ever built and I think you get some sense from that, that's actually a 3D model that our imaginers created adding some lighting to it and you can tell that we've paid mental attention to creating a great Disney Park but a good Chinese experience as well and I can't tell you much more about it because we haven't announced all the details.

But I can tell you that this is personally very special for me because I have spent 15 years working 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 spectacular Disney experiences yet and clearly an important part of this company's future.

And 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. We are going to enjoy Shanghai Disneyland for generations to come.

I'm an instant gratification guys to see a picture like that I immediately want to enjoy the park. Right now by the way, we have thousands of workers on the site; it doesn't quite look like that yet. So it’s going to open in 2015 but its 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 of years away.

Now 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 seller cast and you can see it for yourself because it’s opening up this Friday.

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

[Commercial]

We just have to hamper a couple of little more energy and a little more action, right. Iron Man 3 opens on May 3. 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 started, just getting ready to start filming Captain America: The Winter Soldier, which is a sequel to Captain America.

Now we have the Next Avenger’s blockbuster. That’s coming in 2015. So Marvel fans can relax. We got plenty of Marvel movies ahead. In June, we're going to release another great Pixar movie Monsters University that’s a prequel to smash hit Monsters Inc. and way before we met Mike and Sulley in the first film, they were just a couple of college kids at Monsters University. So I brought you a very first look at Monsters University with a never before seen clip of how Mike and Sulley first met and take a look at a start of a beautiful friendship.

[Commercial]

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

[Commercial]

About three years ago we were talking about doing that film. Johnny Depp showed up at the Disney lot in Burbank in that costume and 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 which is another great story from Disney animation. The musical fantasy and the warmest story set in the coldest place you will ever see.

And then at the end of the year a movie 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 are reinventing the way video games tell their stories with a whole new gaming platform. We are calling this Disney Infinity, and we've created a whole new universe where players have the freedom to create stories, add adventures with some of Disney and Pixar’s most beloved characters for the first time ever.

We've been thrilled with the tremendous reaction from everyone who has seen Infinity so far from core gamers to retailers, and we look forward to releasing this innovative new platform later on in the year.

Turning to our Media Networks group, ESPN continues to serve sports fans across the country and of course right here in Phoenix, Arizona like no one else can; this video will show.

[Commercial]

Those ESPN guys have a tough time putting together highlights 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 55 million US homes to watch EPSN on the go and with more than 30,000 hours of live events, news and original programming across all of it's networks and digital platform each year, it's no surprise that more than 113 million sports fan interact with ESPN every week.

Now these days whether sports fans are watching the NFL games, Wimbledon, the NBA, Indi 500, Major League Baseball, 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 marvelled at her strength and they were inspired to become bone marrow donors, and we are all very thankful for 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 the 2012 coverage of the election to the devastation of natural disasters. These teams call the stories that mattered the most in ways that reveal the power and the importance and humanity behind all of them.

And in prime time ABC Network continues to deliver some of the best shows on TV including three of the fall season’s top shows Grey’s Anatomy, Once upon a time and Modern Family, which is TV’s number one comedy. And successful shows from ABC not only drive viewers to our network here in the United States, but they are sold into more than 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 millennial audience with characters and stories that are relevant to their lives, and in 2012 ABC Family was cable’s number one network in prime time among young women and that was the first time in that networks history and delivered it’s strongest performance ever across key digital platforms as well.

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

And we now have a 108 Disney Channels in 34 languages reaching 426 million homes in a 166 different markets. When you add the extended reach of our international partners Disney and model branded kid’s television is now available in over 1 billion homes across the world.

And here in the United States, as I mentioned earlier, Disney Channel continues it’s winning streak, now the number one network of kids and teens and Disney Junior's Doc McStuffins!, Jake and the Never Land Pirates and Mickey Mouse Club House were this years top three cable shows of kids two and five and Sofia The First: Once Upon A Princess was the highest rated telecast among these young viewers and is now new a very popular series as well.

We also continue to expand our presence in both China and Russia or as we continue to expand our presence in both China and Russia. We also just made a large investment in India and that’s the acquisition of UTV with 250 million customers, and so we are now India’s leading films studio and TV producer and one of the country’s premier broadcasters that also create a very strong foundation for Walt Disney company in this rapidly changing and emerging markets, and I think it is going to be very important for us in the future.

Now as we expand our presence around the world, we remained committed to being a corporate citizen from reducing our environmental impact and ensuring respect for work places to promoting the well being of kids and family. Now we just released our 2013 citizenship performance summary, outlining our progress towards the targets we set a year ago. It’s on our website and I invite all of you to take a look at the many ways that 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 in television programming targeted to kids and we are proud to continue to lead the industry on this very important issue.

We are also proud of our legacy supporting those who serve our country and at our last shareholders meeting we announced the company wide efforts to support US veterans and military families including launching a public service campaign that we called Heroes Work Here to raise awareness of the tremendous value veterans can bring to any company. Now we also made a commitment at that time to hire at least 1,000 military veterans by 2015 and that's a goal I am pleased to say that we've already surpassed.

So we decided to increase our hiring goal to create opportunities for another 1,000 former service members in the next two years and we continue to raise awareness through our ongoing Heroes Work Here campaign starring some of the amazing veterans that now work at the Walt Disney Company.

So here is our newest public service message showing that we are very proud to have Heroes Work at Disney.

[Commercial]

Thank you. Now for the better part of this 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 us 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 for how we achieve it. It’s one of the goals I had for our company when I stepped into this job just over seven years ago.

Today I am happier to report that Fortune Magazine recognized The Walt Disney Company as one of the 10 most admired companies in the world. This is a reflection of our unwavering commitment to excellence and the results of everything we've done in several years to deliver significant value to our shareholders and is a true privilege to lead this company. We have an extraordinary legacy of achievement and such tremendous potential in the future.

Over the last seven years, we've focused on three strategic priorities to ensure that we realize that potential and 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 brand in businesses and in markets around the world.

Now we’ve made great strides in all of these areas across all of our businesses from the creative resurgence that we are seeing in animation to the way we're leveraging technology to deliver our content and enhance the guest experience, particularly at our parks, to our ever expanding footprint in established and emerging market. And as happy and as proud 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 am also immensely grateful to have the guidance of an absolutely stellar 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 them to all of you now, starting with our lead Director, Orin Smith, who is formally President and CEO of Starbucks. As a 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 Senior Advisor at a private investment firm, Silver Lake; recently retired as Chairman and CEO of Sybase, Inc. Judy Estrin is CEO of JLABS, a company that is focused on furthering innovation in business, government and non-profit organizations. Fred Langhammer is Chairman of Global Affairs of The Estée Lauder. Aylwin Lewis, President and Chief Executive Officer of Potbelly Sandwich Works and there is one just three blocks away; a commercial for Potbelly, just right down the road. Monica Lozano is Chief Executive Officer of impreMedia, LLC. Bob Matschullat is a Private Equity Investor and former Vice Chairman and CFO of The Seagram Company and Sheryl Sandberg is Chief Operating Officer of Facebook. Thank you. So ladies and gentlemen, our Board of Directors. Thank you.

Now the fun part of the meeting, we now move on to the formal business portion of the meeting and let me cover a few administrative matters. Today’s meeting has been duly called and is being conducted in conformity with the laws of Delaware & Company’s charter and bylaws. The notice of the meeting and proxy materials describing the meeting’s business have been duly sent or made available to the company’s shareholders. The polls opened at 9 AM at this morning and will close at the end of business portion of this meeting and if you haven’t voted or if you want to change your vote, you may do so at any time prior to the closing of the polls.

Now if you didn’t get a ballot with a registration table just, outside the entrance, and would like one please raise your hand. Copies of the rules for the meeting were provided also at the registration table. If anybody needs the ballot they are passing them out right now.

Now I would like ask for everyone’s cooperation in respecting the rules including speaking time limit and assisting us in the orderly count us of business. The company has retained Broadridge Investor Communication Solutions as Inspector of Election for this meeting.

Now we have six items on the agenda today. The election of 10 directors, three company proposals and if presented, two proposals from shareholders and I will introduce each of the first four matters, shareholder representatives will present the shareholder proposals and then there will be an opportunity for those present to address the matters presented, and once we’ve completed our consideration of these items proposal close and we will hear a preliminary report from the Inspector of Elections. We will then adjourn the business portion of the meeting which should be follow by a general question and answer period.

So I would now like to introduce our Inspector of Election, Belinda Massafra, a representative of Broadridge and ask her to report on the number of shares present today and voting. Ms. Massafra.

Belinda Massafra

Thank you, Mr. Chairman. As of the close of business on January 2013, the record date for this meeting is over 1,799,523,890 shares of common stock outstanding each of which is entitled to one vote, so at least 1,538,715,883 shares of common stock represented by proxy at this meeting which represents at least 85% of the total number of shares entitled to vote.

Bob Iger

Thank you very much. Based on the report we have just heard I rule that a quorum is present and that this meeting is qualified to 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 election at this meeting are the 10 directors including me, introduced earlier.

As you all know, the board has recommend a vote for the election of all the nominees. The next proposal is ratification of the appointment of PricewaterhouseCoopers, 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 by PWC to the company include examination of the company's financial statements and review of its reports and other filings with the Securities and Exchange Commission. 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 Price Waterhouse Coopers as the company's independent registered accountant for fiscal 2013.

The next proposal is approval of the terms of the 2002 executive performance land. In order to preserve the deductibility of compensation awarded under the plan for tax purposes, the terms of the plan must be approved every five years and therefore we are seeking shareholders approval of the plan at this time.

The board of directors approved the changes to the limits on the size of bonus awards under the plan to provide greater flexibility to appoint additional covered executives such as a Chief Operating Officer or President. The changes do not increase the limit on individual award.

The next proposal is the advisory vote on executive compensation. We are seeking advisory shareholder approval of the 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 share of proposal is a shareholders proposal from Legal & 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 shareholders is here to present today and if he is here I would like to invite him to do so at this time. I would ask that he limit the presentation to five minutes at most. Cornish?

Cornish Hitchcock

As you mentioned I'm 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 statements are fully 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, some new faces on to the board of directors short of the current alternative which is running a proxy contest with multiple proxy cards and the cost of which can be fairly high.

It shouldn't have to be that way. I think we all know from the 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 have not considered and it's a way of board’s getting fresh insights that they might not otherwise from shareholders who do have a long-term stake in the company.

I would like to respond very briefly to several of the points that were made in our position. First of all, you say this might lead to a loss of (inaudible) in the board. This has happened elsewhere and that hasn’t happened. The other, another argument you make is that this will just open up the nomination process to so called special interest which you identify as labor unions and public pension fund.

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 and it's unlikely to have that kind of special interest candidate obtaining majority.

The other thing is that if someone is elected, he or she has a fiduciary obligation to act on behalf of all shareholders. So I submit that this argument is something of a (inaudible). I would notice well that several companies with a similar proposal did achieve a majority at several companies last year and indeed one of your neighbors in California, Hewlett Packard is putting the same concept up for vote to its shareholders this year with a management recommendation to vote. Yes. So I move adoption of the proposal and appreciate the board’s consideration.

Thank you, Mr. Chairman.

Bob Iger

Thank you very much Mr. Hitchcock. The board of directors has recommended to vote against this proposal for the reasons set forth in our proxy statement. The next proposal is a shareholder proposal from Connecticut Retirement Plans and Trust Fund. The full text of the proposal was set forth in the proxy statement. I understand that Suzanne Hopgood a represented of the shareholder 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 you limit the presentations to five minutes at most. Suzanne.

Unidentified Speaker

Mr. Chairman, members of the board and fellow shareholders thank you for your time today. My name is [Suzanne Hopgood] and I am here representing Treasurer, Denise L. Nappier the principle fiduciary of the $26 billion Connecticut Retirement Plans and Trust Funds herein referred to as the Connecticut Pension Fund.

I hereby move proposal number six, on behalf of the Connecticut Retirement Plans and 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 investments in companies like The Walt Disney Company to fulfil her obligation to the Connecticut Pension Fund beneficiaries and believe that an independent share is the key risk mitigation measure that can protect and enhance shareholder value in the long-term.

Our 2012 study of US large cap companies found that companies that separate the Chair and CEO positions outperformed companies combining those two roles. Over the long-term with the 28% higher five-year shareholder return. The Connecticut Pension Fund is a long-term shareholder. The same study found that CEOs who hold the role of Chair earned 50% more than their counterparts for serving solely as CEO.

In 2004, the Connecticut Pension Fund reached agreements with the Walt Disney Company to separate the Chair and CEO positions and the board implemented those guidelines in 2005. The Connecticut Pension Fund believe they could rely upon Disney’s commitment and we are pleased to see this separation Chair and CEO serving as an effective government 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 back drafted on that 2004 commitment when they provided a contract to the CEO Robert Iger to service CEO through 2015 and as Chair through 2016. The timing of the board’s decision in the fall of 2011 included shareholders from voicing effective consent strongly suggesting 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 responsiveness to the shareholder concerns and transparency.

Proposal number six 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 share and CEO contract including Mr. Iger’s huge severance package is estimated to be a $100 million. The Connecticut pension fund does not expect nor does the proposal require the Board to separate roles until Mr. Igor’s departure in 2016.

And Mr. Chairman because our resolution for an independent and separate tier and CEO cannot take effect until 2016, we ask that as Board Chair 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 responsible position.

The role of the Chair is always to mitigate risk and creating a better Board leadership structure will go a long way to improving our 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 Firm believes that a large highly integrated organization like Disney simply does not work most effectively when the CEO manages the Board responsible for overseeing him and evaluating his performance.

We share a common interest in Disney’s performance gains and wanted 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 models that were so successful at Disney. The Connecticut Pension Firm 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.

Bob Iger

Thank you. The Board of Directors has recommended to vote against this proposal for the reasons set out fully in the proxy statement. Before I turn to the floor to make comments on the two shareholders proposals, I would like to turn to our lead director Orin Smith to respond to the proposal that was just presented. Orin?

Orin Smith

Thank you very much for your comment. Let me respond in double ways. First of all our guidelines call for an independent Chairman of the Board and less in the view of the independent directors it is in the best interest of the shareholders to do otherwise. And I can assure you that in our belief this decision was made in the best interest of shareholders.

In 2011 it was clear that the Disney Company had an exceptional CEO; making clear by the financial performance that spoke for itself as well as the long term strategy that Bob had developed to create shareholders 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 believe 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 could have his services another 15 month to mid-2016, gaining not only his services in respect strategy and other such matters, but also providing an orderly process for transition to the next CEO.

We believe that this an exceptional circumstances in which we acted, 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 strengthen the role of the lead director. The lead director now has responsibilities that exceed the requirement established by most proxy advisors. The lead director has the responsibility for calling and presiding over meetings of independent directors. The lead director also 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 committee meetings or from private conversations. I present these topics that the Board wishes to deal with to the Chairman, he provides me with 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 responsibilities, I have the challenge of organizing and leaving 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 or to make the CEO or Chairman of Board within the guidelines that we do so, in the very best interest of shareholders.

Bob Iger

Thank you, Orin. At this point I will open the floor to discussion of any of the proposal that have been presented and I would like to address, if you would like to address one of the proposals please proceed, your microphone and wait to be recognize, when you recognize please state your name, tell us where you from and identify which proposal you wish to address and then perceive with your remarks and please limit your remarks to few minutes in order to give other shareholders an opportunity be heard.

Note that we will have a general question-and-answer session following the business portion of the meeting. So please limit your remarks right now to the proposals that have just been presented. We have anyone wish to speak. Thank you, yes please.

Unidentified Speaker

Good morning my name is [Aisha Masadni] and I am here representing the California state futures retirement system over and over 5 million shares of Disney stock. I am also representing PGGM investments, the leading that debt pension service provider and owner of over 1.2 million share. 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 the State of California. This seems that we believe there are certain government structure that are lacking at Disney which would serve to protect the investment of our beneficiaries and ensure that company has 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 occurred in 2004, 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 CEO and Chairman positions especially without shareholder input. In addition we have been watching the declining support for the compensation program from 77% to barely passing last year at 57%.

Unfortunately the Board responds to this low support has been inadequate. We believe the compensation program that is properly structure to ensure that executive interest are aligned with share is essential to ensure that executive interest are aligned with shareholders.

Compensation is about paying for performance and although the performance at Disney has been outstanding especially the last year, there are elements of the pay programs that are fundamentally laud. 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 are very different and conflicting roles, a Chairman is there to lead the board and represent shareholders and the 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 and which provides a proper balance to ensure only long term shareholders can make use of this fundamental shareholder right. We believe that Disney is an iconic company and 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 a government standard like proxy access should be in place at all companies including The Walt Disney Company. Thank you.

Bob Iger

Thank you. Do we have other comments specifically on those proposals from the audience? Yes, in the back, if we can get a light on you, thank you.

Unidentified Speaker

Okay. My name is [Dwight Morgan] and I am 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 supplier at Disneyland, which I know has upset a number of people that -- I go to Disneyland every week and I've heard nothing but bad comments all along those lines; we miss our coffee and we didn't want to see it changed and I wonder how independent our lead director is; there might be something else to consider in line with these proposals. Thank you.

Bob Iger

Let me assure you that the Board of Directors and the 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 is Orin Smith or anyone of our other independent directors done anything or had any relationship with the company that would in anyway 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 at our 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 and I don't mean to be cheeky about it but its quickly become one of the most popular Starbucks in the country and we are going to add more. So I am warning you about that but I think, but I think its good news. Are there any other comments specifically about those proposals? Yes, sir.

Unidentified Speaker

Hi, my name is [Santino Pinot], I am just a private shareholder and options trader and I just wanted to say, I wanted to recommend that the board suggestions follow through with. The current leadership that the company has led this company amazing new highs and has provided the best entrance to most parties involved and not every one can come along for that ride, but everyone involved and it has reaped the benefits so I recommend following the board recommendations. Thank you.

Bob Iger

Any other comments at all on those proposals and then we’ll have a general Q&A following this. Okay, thank you. At this point, I think we’ve heard a range of views on proposals that this audience has brought and I would 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 you are holding a ballot, please raise your hand and we will collect them from you.

I think there are a few in the audience if we can please do that. The polls will now close and I will ask the inspector of election to give us her report based on proxies received by 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 the report we will file with the SEC within the next week.

So inspector, may we have your preliminary report?

Belinda Massafra

Chairman, for item one, the election of directors, we have received proxies or votes as follows:

For the election of Susan Arnold as Director, four votes or approximately 86.6% of the votes cast.

For the election of John Chen as Director, four votes or approximately 88.4% of the votes cast.

For the election of Judith Estrin as Director, four votes or approximately 98.5% of the votes cast.

For the election of Robert Iger as Director, four votes or approximately 98.3% of the votes cast.

For the election of Fred Langhammer as Director, four votes or approximately 88.1% of the votes cast.

For the election of Aylwin Lewis as Director four votes or approximately 86.8% of the votes cast.

For the election of Monica Lozano as Director, four votes or approximately 98.7% of the votes cast.

For the election of Robert Matschullat as Director, four votes or approximately 98.6% of the votes cast.

For the election of Sheryl Sandberg as Director, four votes or approximately 99.6% of the votes cast.

For the election of Orin Smith as Director, four votes or approximately 95.1% of the votes cast.

For item two, ratification of the appointment of PricewaterhouseCoopers, 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 amended, 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 received 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.

For item six, approval of future separation of the Chairman and Chief Executive Officer roles we have received proxies for 35.3% of shares voting to approve the proposal.

That concludes my report Mr. Chairman.

Bob Iger

Thank you very much. Based on that report and subject to the final confirmation of the voting results by the inspector of election I declare that all of the nominees for elections of the board have been duly elected that the appointment of PricewaterhouseCoopers has been duly ratified that the terms of the 2002 executive performance plan are approved and that neither of the shareholder proposals was approved. I also note that the majority of votes present and eligible to both approved the advisory proposal on executive compensation.

Now that concludes the business portion of the meeting which is now adjourned and we are going to be ready to take a few questions. Joining me on stage will be Jay Rasulo, Senior Executive Vice President and Chief Financial Officer of the company and Alan Braverman Senior Executive Vice President and General Counsel of the company.

Now 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 are you from and then proceed with your question and again, I would ask that you limit your question to not more than two minutes in order to give other shareholders an opportunity to be heard and that not raised or repeat topics that has previously been raised. I would ask speakers reframe for me in raising personal matters and grievances since it’s really not fair to make everybody sit through the 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, very near and dear to the Disney Company and to the Disney family and that is Roy P. Disney who is the son of Roy E. Disney and the grand son 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 I think exist on the planet on the company’s history and legacy and Roy always it’s a pleasant to see you here.

Okay. Are you guys ready, good; I am going to start unconventionally with number four. Again, tell us who you are please.

Question-and-Answer Session

Unidentified Speaker

Good morning. My name is [Justin Danof] I am representing the National Center for Public Policy Research we are a free market think tank based on Washington D.C. 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 (inaudible) poll found that only 6% of Americans consider the media to be very trustworthy while 42% said they do not 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 and politics.

And Disney’s media platforms from ABC News to ESPN deserve their share of the blame for the nation’s skepticism. Whether its ABC News reporter, Brian Ross rushing to falsely blame the tea party for the deadly shooting massacre at Aurora Colorado movie theater or then ESPN columnist Rob Parker saying that Washington Reds can quarterback Robert Griffin III was a “Cornwall brother who was not down with a “black cause because his fiancé is white and he’s possibly a Republican, liberal bias pervades these news media outlets.

It’s time to stop denying this bias and start doing something about it. Our company's leadership show intellectualized to admit it exists; it is a problem and let's start working together on a solution. As a shareholder I share my concerns with 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 money Americans identify themselves as conservative than liberal. So by instantly alienating such a large market you are 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 Glen Beck and Rush Limbaugh daily on ESPN, I'm just asking you start playing it start with the American people, stop the bias and return to an era of objectivity and honesty into the news. The American people will thank you for it. More than that your shareholders will reap the benefits as your media platforms will become the envy of the industry. I look forward to your comments. Thank you.

Bob Iger

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

Without meaning to sound overly defensive, I believe that 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 this business over the years, we have at times either presented the news in slightly inaccurate way through mistakes or in ways that we weren't necessarily proud of but I firmly stand behind the integrity of our news organizations because I believe that 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 to its shareholders. Thank you. Number three.

.

Unidentified Speaker

[Foreign Language] Mr. Chairman, board of directors, fellow shareholders, it's been a while since I've been to a meeting. Minneapolis in fact was my last but I have been sending people. My name is Jane Garcia and I am 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 fair and make sure that we're involved. My issue is that I 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, ethnic background and everything else that we need to have because we're a diverse country and as you expand, you know that and a special thank you for all that you do for the military.

I had children in the military. So it's very close to my heart. When you look at Disney and its history, you don’t forget the background, you don’t forget the past and I think that’s very important as you move Star World and everything else forward that you still always remember the past that we came from, that we grew up with and that I am here [Foreign Language] to make sure that you understand it. We're very grateful to the community we are long way from California. I have a home here in Phoenix. So everybody goes to California but I just wanted to make sure that I came here to make sure that you knew how grateful we were and that we're seeing better times [Foreign Language].

Bob Iger

Thank you very much. I take the heart by the way, your comments about diversity and while I appreciate the compliment that you made, I think there is always more work to be done and much more room for improvement.

We firmly believe that the Walt Disney Company and this is a huge priority for us that our future success depends on our ability to reflect the world and its people that we're trying to reach. And that world has never been as diverse as it is today. So thank you for the encouragement, I pledge that we will continue to work to deliver on this promise.

Number one?

Roy E. Disney

Yes. Thank you, Bob for that introduction. My name is Roy E. Disney and I have roughly 56 years with this company. 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 the company that was started by two brothers that worked harder than any of us could possibly imagine, making 10 to 12 animated pictures a week. They were so poor that they could only afford a dinner every third night and only one and had to split it between two of them.

They went bankrupt seven different times. Today, we are a company with Theme parks from Paris to Shanghai, we are the largest the media company in the world. And that is an attribute to the board of directors and to Bob Iger, what I will say is that Bob understands what world knew that is 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 expose view on some vague new (inaudible) of corporate governance. This is the 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.

Bob Iger

Well, thank you Roy. Thank you. And now I figured out why your grandfather and his brother his were so thin. I didn’t know that. Thank you very much. Number two. Is there somebody number two? No sorry, we will go to number three.

Unidentified Speaker

All right, my name is [Dwayne Morgan] and I am from Pasadena, California. Couple of things, thank you Roy. I do celebrate this company in 2008, I asked a question in 2010 I got the answer it was the premier past 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 am hoping that India studios don't move American movies offshore but what really brought me to this is, I am the film collector and I love Disney films and I have about 3,000 in my collection right now, I look at them, look at them really hard, I found two Made in America amazingly enough both shareholder meeting films and I think that is little bit unfair. Why can't we make more of these films in America and I know we can’t make them all but how about making more of them. Thank you.

Bob Iger

All right, thank you. I appreciate the compliment David Muir, our reporter and anchor ABC News was behind that series with incredible support from Diane Sawyer and the entire news team and we were indeed proud of it. We've talked about the subject a lot as a company, we are certainly proud of the fact that we've continued to create jobs in the United States and we continue to invest and expand in the United States. Certainly with examples in the presentation that I gave earlier today, but at the same time we are also expanding around the world and part of the reason that we've been a success is that we have managed to figure out how to reach people in countries far and wide.

With that comes investments 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've discussed. We certainly are going to continue to look into this subject to see whether we can improve our manufacturing presence here in the states and again thank you for your comment and number four.

Unidentified Speaker

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

One of the things I want to complement you on in particular is the Heroes Work Here. I had no idea that type of an initiative was a part of the Disney Corporation, and I think its just an extraordinary thing. In fact my wife served distinguishedly in the US Military and the US Army. She was in the military police in the 80s in Germany and she is exactly why we run such a tight shift at our household, so I'm deeply appreciative of that.

And it occurred 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 happen to believe that Disney without exception without any fear or contradiction is such an integral part of the fabric of this rich pedantry of life in this country and around this world and most assuredly I'm deeply appreciative of what you've meant to me and my family over many, many years and without any fear of contradiction again I can say that even in the ups and downs and all around (inaudible) life any time I've ever had the pleasure of being at Disneyland most assuredly it has been a happy day.

So I do have an idea for you, you know very soon this is going to impact me. I thought the Heroes that work here is a great idea, have you thought about Grandpas and Grandmas who work here because very soon I will be one of those. Thank you again and welcome to Phoenix.

Bob Iger

Thank you. I'm a grandpa so I work here. Thank you very much for your complements. We appreciate that a lot. Number 2? Someone there now.

Unidentified Speaker

Yes, Mr. Igor I'm Bruce (inaudible). 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 three for one split, so its been a great investment for us. But most importantly we are admire what Walt Disney Company does and your values, core values, they just speak to us and to the country and the world. I just think its exceptional. On corporate governance from everything I read and study in that area, you are leading edge and I think you are the absolute right thing for the company, their shareholders and all of your customers, and like this gentlemen back here 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 low request as we got there and we're buying our length of stay passes. We were thinking about annual passes. We live in Arizona, 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 a lot. Anyway, just a minor request. Thank you very much.

Bob Iger

So I am pleased to tell you that there now is such a pass. 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 you can now buy an annual pass to our park in Anaheim and to our parks, parks in Anaheim and to Orlando. Sure you can go on the website and find it, but if you have trouble doing that, somebody here can help you. Thanks. Let’s see, number one.

Unidentified Speaker

Mr. Iger, [Tarell Nielsen] third meeting in a row for this meeting. I spoke to you each year, D23 member, DVC member, stockholder, good customer. I do my best. I did have the pleasure as some of these other people may have mentioned. I bestowed upon my children this last Christmas, their very first share of Disney stock to get them on the road to being a part of this great company. Yesterday, with my beautiful wife and my sister-in-law, we were at Disneyland, enjoying the Grand Californian Hotel and I once again raised 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 Disney land resort. I think, correct me if I am wrong, but there is 28 villas available.

Bob Iger

I think it’s 50.

Unidentified Speaker

Oh 50, but very small compared to most other resorts, and so I have to use my vacation points to use a hotel room, which was still wonderful, they still welcomed me home as they do and I love that. But it would be nice to have a villa available to me at the Disney land resort; I do own two ownerships though one in Saratoga Spring and one in California, but I would like to have greater availability in California. So if you can consider that I appreciate it.

Bob Iger

Thank you. To my knowledge, we opened 50 some I don't know, three, four years ago, my re-correction. To my knowledge we are not currently developing, expansion of those, but I certainly appreciate your thoughts and sentiments and we will discuss that when we get back to the home office. Number four.

Unidentified Speaker

Hello, my name is [Adra], Independent shareholder and long time annual pass holder to Disney Land, California Adventure. This is a subjection as the Mickey and friends party instructor, as you are descending the accelerators, my suggestion would be to make the lamp in the boarding area of the tramp different colors like green for loading and red for like don't go here, because on multiple locations I went to the wrong areas and was sent across the way. And if I had the time see the lights, I could plan and make my way more efficiently to the correct loading equation.

Bob Iger

Okay, thank you. That’s a big parking structure; I know I think one of the biggest in the world actually. We will take your idea to heart and discuss when we get back. It’s great to come these meetings and hear from some of our best guest. As I said earlier we do impact listen to some of the ideas and implement, and we listen to all the ideas. We only implement (inaudible). Okay, number one.

Unidentified Speaker

Hey, my name is [David Randall] from St. Petersburg, Florida; I am a faculty at the University in South Florida, Patel College of Global Sustainability and Director of the Sustainable Tourism Program at the University. I also been attending that parks since I was five years old, I actually went to Disney Land two months after opened in 1955 and met Walt Disney twice, so I have been a long time customer let's count how many times I’d 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. In the past two years I have observed continued progress and success in that regard and I congratulate you Bob as well as other people like Best Stevens and Beth Stevens and Jackie Ogden and Kim Sams, Tammy Brister, Anne Savage, [Tam] Hopkins and Fred [Pat] 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 news week rankings which is a hard feet to accomplish and not too many other companies have done that and when compared to hotel restaurant Disney is head 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 the story in anyway that I could.

So I want to share a little bit of what I've done in the past two years. In the last two years, I published four articles with my colleague, award winning conservation, biologist Dr. (inaudible) Alder but we've shared the examples of Disney in Huntington Post articles including most recent one published two days ago.

I presented it at three international conferences for the International Ecotourism and Sustainable Tourism Conference in Hilton Head and Monterey and the Caribbean Tourism Conference in Guyana. I've also presented at several national conferences and I give special thanks to Jackie and Kim and Tammy for the assistance in putting that presentation together and I developed partnerships with Sustainable Travel to develop new instruments for certification using Disney’s examples and we've launched the brand new tourism program in the University of South Florida where I actually teach of course but we give 12 strategies Disney is using and how they can apply that to the tourism industry.

I brought people like McDonalds (inaudible) from Malawi to meet with your scientists to learn management strategies that they can take back. We are sending internships this year 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 and (inaudible) to help development a new six-part video series that we are 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 commitment to Disney’s Sustainable Tourism I became a Disney Vacation Corp. member this last year and have been enjoying that immensely. Some of the common themes that have emerged through all of this sharing of the Walt Disney Company outstanding examples of environmental sustainability include the surprise that Disney is doing so much.

The appreciation of what Disney is doing and the genuine interest that people have to learn more. Whether you know it or not people want to know about the good things the Walt Disney Company does. When people learn examples such as steam trains running on cooking oil, the extensive sea turtle conservation efforts at beach, the energy, water and waste reduction in the theme parks the research and education offered at the (inaudible), the sustainability efforts of the cruise lines and the great work of the Disney worldwide conservation fund with projects such as the Gorilla rescue in the Congo and the response is always positive and they want to learn more.

Bob Iger

We got complements but there are a lot of people at the other station to ask questions so if you could please.

Unidentified Speaker

Okay, so my question is will you and others in the Walt Disney Company work with me in 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 Sustainable 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 others to bring concepts sustainability we already have future cities in the world.

Bob Iger

Thank you very much. You checked up 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 you should take them directly to her and I am sure she will consider them. Thank you.

Now the surprise there is that as steam engines run on cooking oil. So if you ever think our trains smell like French Fries, you now know why. Okay, I am going to take just a couple more. Two?

Unidentified Speaker

Thank you, Mr. Chairman. My name is [Frank Cusumano]; I am from (inaudible) New Mexico. I have been a shareholder since 1998. I absolutely love the story of Oswald the Lucky Rabbit. Could you share with us some of your future plans for Oswald and Lucky Rabbit?

Bob Iger

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 1920s or the early 1930s. So we brought Oswald back to his rightful home. I noticed actually going through the Disney store, on the Disney lot, just on Monday that we were selling some Oswald apparel which is great to see.

I am not aware of any animation work that’s 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 am sure there is other activity going on 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. Thanks. Number four.

Unidentified Speaker

My name is [Aaron Johnston] and I am a student at Arizona State University at the Downtown campus and I am avid Disney lover obviously and I also write for examiner.com I am a national Disney examiner have a couple of articles up there. I was born in 1993 kind of at the Disney Renaissance Peak if you will 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 the movies like Tangled and things like that. I was wondering if 2D animation will be perhaps is still kind of at the top of the list sort of movies that would be produced. I know we got hints of it in Paperman, it was beautiful short term film, a combination of 3D and 2D, but I was just wondering if there any plans and the works for that?

Bob Iger

Well, the last 2D animated film that released, Princess and the Frog, which we are very proud of.

Unidentified Speaker

Yes.

Bob Iger

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

Unidentified Speaker

Hi my name is Ben. I am from Orlando, Florida; I am shareholder, a D23 member and I proud 13-year parks and resort [cat] number. I want to thank you, this company under your tenure has revitalize animation with great film such Tangled and Wreck-it-Ralph. Two amazing Cruise Ships, Fantastic, Revitalization of California Adventure and some amazing work at Walt Disney World that I am honoured to be a part of. And you have also brought great new friends with Marvel, Pixar, and Lucasfilm that brings a great creative energy to what we have already establish at Disney itself.

It's unfortunate that not all shareholders can be part of our company and see the commitment to excellence, but most importantly commitment to doing through integrity that comes straight from you. Every leader, every executive, every cast member I know knows that we have to do things at right way and your commitment to that and I think Boards commitment to that is apparent to all of us. I have been coming to this meetings when I was 15 years old and first time I have spoken and just really thank you for your commitment to excellence and integrity, but as the cast member creating an amazing work environment, as a fan creating experiences memory that I will cherish for a lifetime and as a shareholder bringing me outstanding financial performance that is beyond my wildest dreams, so thank you.

Bob Iger

Thank you, very much. Okay, I know I said I was going to take two more. I am really going to just take two more, so number two.

Unidentified Speaker

Hi, my name is [Chori], I am eight years old. This is my sixth shareholders meeting, welcome to my home stake.

Bob Iger

How do you miss too?

Unidentified Speaker

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

Bob Iger

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

Unidentified Speaker

I liked Toys 2 and all of my friends or all the kids I know love Toys 2 and we really want to see a Toys 3.

Bob Iger

That is good, well thank you very much for coming six times, that’s a lot for an eight year old. Well do you live in Phoenix?

Unidentified Speaker

Yeah.

Bob Iger

Okay, well thank you very much. We are going to move or should I tell you where we are going to be next year, so that you can?

Unidentified Speaker

Yeah, you should.

Bob Iger

Well we don’t know yet. Well, thank you very much, that was nice of you. Okay, last one please, one more number one.

Unidentified Speaker

Hello, my name is [Jodie Coleman] I flew in from West (inaudible), Iowa I have been the shareholder since 1977 when I was 10 years old. My one question is about this real story of Mr. Toad and Donald Duck; and I was wondering if I can give it to the company as a gift, it’s the only company that will ever share that way.

Bob Iger

I have to turn to our general counsel to ask that question.

Unidentified Speaker

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

Alan Braverman

On those terms certainly.

Bob Iger

Okay, you can give it to this moment right here, well thank you. Okay, I am going to thank all of you right now for coming, and for all of your support, I appreciate the comments, about the company that have been brought to this meeting. And I wish all of you and all of us luck in the next year and we will see you at next year shareholder meeting, thank you very much, thank you Phoenix.

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