UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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The Walt Disney Company will begin distribution of the following investor presentation:
CORRECTING
TRIAN’S FICTION WITH FACTS Option 1 M A R C H 1 2 , 2 0 2 4
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Disclaimer
Forward-Looking Statements
Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s
expectations; beliefs; plans; strategies; priorities and opportunities; future performance; business or financial prospects or outlook; future shareholder value; expected growth and value creation; profitability, including with
respect to attendance at theaters and the success of Disney's streaming platform; investments; capital allocation, including dividends and share repurchases; financial performance; earnings expectations; expected drivers and guidance,
including future adjusted EPS, free cash flow and funding sources; expected benefits of new initiatives; cost reductions and efficiencies; content, products, experiences or service offerings (including timing and nature); priorities
or performance; businesses and assets; future investments and creative output; collaborations; expected benefits; and other statements that are not historical in nature. These statements are made on the basis of the Company’s views
and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or
regulations, and you should not place undue reliance on forward-looking statements.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital
investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and intellectual property we invest in, our
pricing decisions, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business
decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; deterioration in domestic or global economic conditions or failure of conditions to improve as anticipated,
including heightened inflation, capital market volatility, interest rate and currency rate fluctuations and economic slowdown or recession; deterioration in or pressures from competitive conditions, including competition to create or
acquire content, competition for talent and competition for advertising revenue, consumer preferences and acceptance of our content and offerings, pricing model and price increases, and corresponding subscriber additions and churn,
and the market for advertising and sales on our direct-to-consumer services and linear networks; health concerns and their impact on our businesses and productions; international, political or military developments; regulatory or
legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability of content. Such developments may further affect entertainment,
travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including direct-to-consumer profitability; our expected benefits of the
composition of the Board; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for
programming; income tax expense; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.
Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, including under the captions “Risk Factors”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Business”, and subsequent filings with the Securities and Exchange Commission (the “SEC”), including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find it
Disney has filed with the SEC a definitive proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for Disney’s 2024 Annual Meeting of
Shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Disney free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents filed by Disney are also available free of charge by accessing Disney’s website at www.disney.com/investors
Participants
Disney, its directors and executive officers and other members of management and employees will be participants in the solicitation of proxies with respect to a solicitation by Disney. Information about
Disney’s executive officers and directors is available in Disney’s definitive proxy statement for its 2024 Annual Meeting, which was filed with the SEC on February 1, 2024. To the extent holdings by our directors and executive
officers of Disney securities reported in the proxy statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These
documents are or will be available free of charge at the SEC’s website at www.sec.gov
Non-GAAP Financial Measures
This presentation includes the presentation and discussion of certain financial information that differs from what is reported under U.S. GAAP, including diluted EPS excluding certain items, free cash
flow, EBITDA, net debt, net leverage and DTC businesses operating income. These measures should be reviewed in conjunction with the most comparable GAAP financial measures and should not be considered substitutes for, or superior to,
those GAAP financial measures.
“Free cash flow” is a non-GAAP financial measure calculated as cash provided by continuing operations less investments in parks, resorts and other property. Disney’s management believes that information
about free cash flow provides investors with an important perspective on the cash available to service debt obligations, make strategic acquisitions and investments and pay dividends or repurchase shares. Quantitative reconciliation
of measures of free cash flow to cash provided by continuing operations, which is the most directly comparable GAAP measure, is provided at the end of this presentation.
“Return on Invested Capital" or "ROIC“ of a segment is a non-GAAP financial measure calculated by dividing annual after-tax operating performance by the average of invested capital at the end of such
fiscal year and the end of the immediately prior fiscal year for such segment. Annual after-tax operating income is calculated as the sum of segment operating performance for each segment and corporate and unallocated shared expenses,
minus tax at the U.S. tax rate in effect during that fiscal year on segment operating income and corporate and unallocated shared expenses. Invested capital is defined as the remainder of Disney's total assets at a fiscal year end
minus the sum of such segment’s a) cash, cash equivalents and restricted cash as of the last day of the fiscal year, (b) deferred tax assets and (c) non-interest bearing liabilities and income and property tax liabilities.
Quantitative reconciliation of historical measures of ROIC to operating income, which is the most directly comparable GAAP measure, is provided at the end of this presentation.
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Trian: Short on substance, long on questionable motivations 1 Puck, What I’m Hearing, 03/08/24; 2 Reuters Breakingviews, Nelson Peltz becomes gadfly to Disney’s flywheel, 03/05/24; 3
Bloomberg Markets: The Close: Peltz Publishes ‘Restore the Magic’ Plan, 03/05/24; 4 The Information: What Europe’s Big Fine on Apple Means, 03/04/24; 5 CNBC: Last Call, Disney Battle Heats Up, 03/06/24; 6 Puck, Iger’s Crocodile Tears &
Bezos vs. Musk, 03/10/24; “Peltz’s ideas for fixing the company are less compelling. He wants to reignite Disney’s ‘flywheel’, a word that appears 19 times in the presentation. But suggestions are more backward-looking, and it’s unclear
exactly what he means.” —Reuters2 —Bloomberg3 “…when I read through this [Trian] report, it reads like a list of grievances. When I go back to other reports from other activist investors…A good chunk of those reports are about solutions.
What are those solutions other than putting him and Jay [Rasulo] on the Board?” “Peltz says if he is elected to Disney’s board, he’ll ‘insist’ on a streaming strategy that would generate ‘Netflix-like’ profit margins. He also says he
would ‘explore opportunities’ to improve ‘engagement and cost structure,’ and would ‘evaluate Disney’s organizational structure to improve accountability and efficiency.’ It all sounds like the kind of vagueness you’d expect from a political
candidate.” —The Information4 —CNBC5 “…the con [about Peltz joining the Board] is that he doesn't have particular media experience. I went through the entire White Paper and there are not that many new ideas in there.” “So, fine, let’s
stipulate that Nelson has correctly identified the problems at Disney, even if he may be exaggerating for effect, here and there. But what about his proposed solutions? This, to me, is where the Trian argument truly falls
apart.” —Puck6 “…astute observers have noticed a surprising and somewhat hilarious similarity in look and feel between the Peltz Papers and proxy documents put out by Elliott Investment Management, another activist investor firm. Fonts,
concepts, slide layout, the ‘Restore the…’ motif. It’s all basically the same. Not a great look if Peltz is concerned about Disney making bad sequels.” —Puck1 Peltz, Perlmutter, and Rasulo have been agitating for nearly two years and have
caused Disney’s Board and management to waste valuable time and resources Trian’s whitepaper was widely criticized for lacking substance and being partially plagiarized from other activist presentations1 After reviewing Trian’s
presentation, Disney believes several things should be abundantly clear: The “Trian Trio” will say anything, without regard for facts or truth, to try and get on Disney’s Board Peltz’s slate, including his silent partner Ike Perlmutter,
would harm Disney and jeopardize our strategic transformation Peltz’s “theses” are nothing new and underscore his lack of understanding of both Disney and the media industry Peltz’s agenda is misaligned with other shareholders’ long- term
interests Neither Peltz nor Rasulo have the skills to help Disney NOT SURPRISINGLY, TRIAN’S WHITEPAPER LACKS SUBSTANCE AND THOUGHT Disney’s strategic transformation is working, and our Board and management are delivering on our
commitments to create superior, sustainable shareholder value … … do not let the “Trian Trio” take us off course 3
Trian’s
whitepaper is littered with false statements and inferences 1 For the period from 10/06/23 to 02/29/24; 2 For the period from 02/26/14 to 02/29/24 and includes dividend reinvestment Disney’s stock price performance since 10/06/23 is
related to Trian’s presence Buying Disney stock over the last 10 years has been a losing proposition Disney Board is slow to adapt to industry disruptions Disney directors have close personal relationships with Bob Iger; Iger personally
selected the Board Poor compensation practices have misaligned the interests of management and Disney shareholders Disney’s stock price has increased by 34.5% since 10/06/23 due to strong financial performance and the continued success of
our strategic transformation1 Over the past 10 years, investors buying stock on ~7 out of 10 trading days made money2 Starting in 2015-16, our Board has been overseeing a carefully planned, successful long-term strategy to adapt to sector
disruption and position Disney for future value creation Iger does not have close personal relationships with any of the directors; directors were selected by the Governance and Nominating Committee and Board, not Iger Management
compensation is heavily tied to Disney performance and 96% of CEO comp is variable or at risk CORRECTING THE RECORD TRIAN’ S M YTH THE TRUTH 1 2 3 4 6 Peltz and Rasulo are additive to Disney’s Board Peltz, Perlmutter, and Rasulo
would be disruptive at a time when Disney needs total focus on execution and their purported “credentials” are vastly exaggerated 5 3
Operational outperformance and delivery on key strategic initiatives have driven Disney share price gains since
October 1 $90 $100 $110 $120 $70 Oct '23 Nov '23 Dec '23 Jan '24 Feb '24 Source: Company filings, Trian investor presentation dated 03/04/24, FactSet as of 02/29/24. Note: Percentages in annotations reflect one-day impact to
unaffected. 1 Free cash flow is a non-GAAP financial measure. The most comparable GAAP measure is cash provided by continuing operations, which is expected to total ~$14bn in FY24. See page 2 for how we define and calculate this measure and
the end of this presentation for a reconciliation to the most comparable GAAP measure; 2 Subject to regulatory approval Relying on Peltz’s proposed analysis dated 10/06/23 ignores momentum driven by the Board and management DISNEY SHARE
PRICE HAS INCREASED 35% FROM 10/06/23 to 02/29/24 ⨯ Made several appearances on CNBC disparaging Disney ⨯ Proposed Board-level, bureaucratic control over Disney’s creative efforts ⨯ Suggested Disney should be like Netflix... but give them
our sports content ⨯ Issued whitepaper with no new ideas underscoring lack of media understanding KEY ACTIONS SINCE 10/06/23 $82.94 $80 $111.58 +35% +5% performance +17% performance +13% performance D I S N E Y Strong FY23 and
Q1 FY24 earnings On track to exceed $7.5bn cost savings target with >$500mm realized in Q1 FY24 Trending to exceed FY24 ~$8bn FCF guidance1 Paid $0.30/share dividend in Jan 2024; announced 50% increase for Jul 2024 dividend Targeting
$3bn share buyback in FY24 Announced $1.5bn equity stake in Epic Games2 Announced sports JV with WBD and Fox and $8.5bn JV in India with Reliance and Viacom182 T R I A N The stock sustained momentum between the earnings announcements,
growing +17% between 11/08/23 and 02/07/24 The stock reacted even more positively after Q1 earnings than in the previous quarter (+11%) FEB 7, 2024: Q1 FY24 EARNINGS Peltz claims WSJ article regarding Trian’s 3 increase in beneficial
ownership stake is the reason Disney’s stock has increased The truth is the one-day reaction to the news was +2%, and the stock continued to drop (6.2%) in the weeks thereafter The real catalyst was Disney’s FY23 earnings, which had a
one-day reaction of +7% and led to a continued increase thereafter NOV 8, 2023: FY23 EARNINGS
Buying Disney
stock over the last 10 years has been a winning proposition 2 Source: FactSet as of 02/29/24. 1 As published in Trian’s investor presentation dated 03/04/24; 2 Corrected analysis includes dividends. Assumes shares are held from purchase
date beginning on 02/26/14 and applying each respective closing price through 02/29/24. Excludes U.S. stock market holidays CORRECTING TRIAN’S ANALYSIS 2 During the ten years leading up to 02/29/24, there have been 2,519 trading days; if
a Disney shareholder bought stock on ~7 out of 10 days, their shares would be worth more than they paid Trian’s analysis that shareholders have lost money is flawed and purposefully misleading – Analysis excludes dividends, ignoring a key
part of shareholder return to make the analysis appear more favorable to Trian Peltz ends analysis at 10/06/23, which ignores significant momentum and two successful earnings releases since then Trian’s claim that they resurfaced on
10/06/23 is disingenuous, as they first began campaigning for a Board seat in July 2022 7% The correct way to understand whether or not investors made money is to look at a current stock price, not from five months ago If an investor
had bought Disney stock on ~7 out of 10 of any days in the past 10 years, the investor would have made money ~70% Trian's claim Corrected analysis WHAT TRIAN CLAIMS 1 1,704 trading days where investors who bought Disney stock in the
last decade would have made money % of days investors made money 3
2023: Well-positioned in streaming with leading bundle and only credible competitor to Netflix On track for sustained growth and
breakeven profitability in 2024 Disney’s Board has overseen a carefully planned, long-term strategy to adapt to sector disruption 3 2015 – 16: Deterioration of Pay TV ecosystem became increasingly evident and Disney takes decisive
action Acquired 33% stake in BAMTech, a global leader in streaming, data analytics, and commerce management 2019: Successful launch of Domestic launch in November 2019 with ~500 films and 7,500 episodes of television across Disney
brands/franchises Methodically began roll-out to international markets 10mm sign ups in first day alone; exceeded all sub estimates 2015 2017 2019 2017: Board and management take further action to accelerate transition to streaming 21st
Century Fox (TFCF) acquisition added IP heft to scale Disney’s DTC streaming ambitions (including controlling stake in Hulu, historic film studio, and general entertainment capabilities) Also acquired controlling stake in BAMTech 2021
2023 2020 – 22: Management and Board deftly handled severe impacts from global pandemic Benefitted from early investments in DTC during pandemic — significantly scaled global subscriber base, far outpacing traditional peers Continued to
broadcast live sports on ESPN while introducing innovative tech and remote production capabilities Transition to focus on streaming profitability at scale 2024+ 2024 and beyond: Period of “building” and further investing in our
future $1.5bn investment in Epic Games1 Announced sports streaming JV with Warner Bros. Discovery & Fox ESPN flagship service will become the digital sports portal of the future 3 1 Subject to regulatory approval
Bob Iger does not
have close personal relationships with Disney directors 4 1 While at the University of Pennsylvania, Bob Iger’s wife and Michael Froman’s wife lived in the same house along with several other college students, but they were not roommates
or otherwise particularly close Mary Barra CEO, GENERAL MOTORS No personal relationship Safra Catz CEO & FORMER CFO, ORACLE No personal relationship Amy Chang FORMER EVP, CISCO SYSTEMS No personal relationship Jeremy
Darroch FORMER EXEC. CHAIR AND GROUP CEO, SKY No personal relationship Carolyn Everson FORMER VP OF GLOBAL MARKETING SOLUTIONS, META No personal relationship Michael Froman PRESIDENT, COUNCIL ON FOREIGN RELATIONS Iger knew Froman in
his capacity as US Trade Representative1 James Gorman EXEC. CHAIR, MORGAN STANLEY No personal relationship Maria Elena Lagomasino CEO & MP, WE FAMILY OFFICES No personal relationship Calvin McDonald CEO, LULULEMON ATHLETICA No
personal relationship Mark Parker (Chair) EXEC. CHAIR, NIKE No personal relationship Derica Rice FORMER EVP, CVS HEALTH CORP No personal relationship 3
Management
compensation is heavily tied to Disney performance 5 Source: FactSet. 1 Based on summary compensation tables from proxy statements of The Walt Disney Company; 2 Disney investor presentation (page 51), 03/11/24; 3 Please see page 2 for how
target ROIC is calculated DISNEY VS. MEDIA PEERS TSR ( IGER’S FIRST TERM) 2 49% 104% 244% 579% DISNEY MARKET CAP GREW BY >5X ( IGER’S FIRST TERM) $48bn 09/30/05 $240bn 02/24/20 Disney’s stock appreciated by >460% during
Iger’s first term as CEO 52% of Iger’s total compensation from FY06-FY20 was in stock Iger’s total compensation1, unadjusted for stock price movements, totaled less than 0.35% of Disney market cap growth from 09/30/05 to 02/24/20 DISNEY
BELIEVES IN PAY FOR PERFORMANCE 96% 62% 48% 50% 67% Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 In FY23, 96% of CEO and 85% of non-CEO NEO compensation was variable / at risk Performance Based Units (PBUs) represent 60% of
long-term incentive grant value for the CEO and 50% for other NEOs (up from 30% in FY21) tied to (i) achievement of relative TSR and (ii) absolute ROIC performance (equally weighted) The 5.6% ROIC target3 for FY23 that Trian cites is not
reflective of our standard operations due to the known investment for our DTC streaming initiatives − We expect these targets will rise in the future as our streaming platforms drive sustained growth and profitability NEOs forfeited 100% of
PBUs granted in FY20 and FY21 related to achieving TSR thresholds P B U P A Y O U T R A T I O 10
Trian’s nominees do not add incremental skills to Disney’s Board 6 Source: Wall Street Journal, CNBC, Los Angeles Times,
Hollywood Reporter, FactSet and public filings Nelson Peltz has openly admitted to lacking media experience Trian’s succession planning has been poorly executed Peltz oversaw departure of CIO Ed Garden in 2023 Garden replaced by two
partners including Peltz’s son iHeartMedia performance metrics are worse today than when Rasulo joined its Board in May 2019 Failed to address streaming challenge to legacy radio 2019A-2024E ∆ Stock price (87%) EBITDA
margin (500bps) EPS (90%) Debt / LTM EBITDA +1.3x Firm Value / LTM EBITDA (2.3x) Rasulo did not drive succession planning at Disney He has no credible succession planning experience Rasulo did not drive strategy
at Disney iHeartMedia is still in recovery mode 5 years into Rasulo’s tenure Trian’s singular focus on GE’s cost cuts and buybacks weighed on operational performance Led company to the brink Peltz called on Pepsi & Mondelez to merge
after investing in both in 2013 Ultimately exited Pepsi stake in 2016 after not achieving goals Nelson Peltz Jay Rasulo $23 $6 Jan-15 Aug-20 "By the way, they said I have no media experience. I don’t claim to have any.” —Nelson
Peltz, CNBC SHARE PRICE DECLINED 70 % Rasulo served on board of Saban Capital Acquisition Corporation (“SCAC”) from 2016-2019 SCAC failed to consummate a transaction and was forced to dissolve MEDIA AND ENTERTAINMENT SKILLS
CLAIMED SUCCESSION PLANNING TRANSFORMATION BUSINESS DEVELOPMENT 10
Trian’s presentation is silent about Ike Perlmutter, their “silent partner” 6 1 Fortune, ‘The wizard vs. the illusionist’,
11/07/23; 2 13D Monitor, The Most Activist Place on Earth, 12/14/23; 3 Puck, What I’m Hearing: Thursday Thoughts, 12/14/23; 4 Bloomberg, Iger Has Enough Antagonists for Three Disney Films, 12/18/23 Isaac Perlmutter is a disgruntled former
Disney employee and Trian’s “silent partner” Perlmutter’s fraught history with Bob Iger appears to have driven his collaboration with Peltz to run a proxy contest (he owns ~79% of the shares Peltz claims to own) His oversight of Marvel’s
studio was severed in 2015 due to his ongoing antagonization of the creative team and vehement opposition to expanding the group’s output to films like Black Panther and Captain Marvel, which ultimately made >$1.3bn and >$1.1bn,
respectively, in global box office − Perlmutter left Disney in March 2023 as part of the company’s cost reduction program Trian neglected to address Perlmutter’s well-chronicled, difficult history with Bob Iger and many Disney employees,
which is a highly relevant consideration for shareholders Trian has said little about the role and influence of Perlmutter — it is not credible that Perlmutter is truly just sitting on the sidelines “Peltz’s campaign against Disney reeks of
a personal vendetta against Iger rather than a compelling strategic vision for value creation.” —Fortune 1 “The decision to add Jay Rasulo to the slate further indicates that this proxy fight is about Ike Perlmutter versus Bob Iger.” —13D
Monitor 2 “Ike’s pity party adds one … Now Ike is shadow- puppeting his West Palm bro Peltz in this proxy fight and, lo and behold, Rasulo appears to declare, “The Disney I know and love has lost its way.” Scorned former employees do tend to
think that way.” —Puck 3 “But for Perlmutter, it’s personal. Perlmutter became one of the company’s biggest shareholders after selling Marvel to Disney in 2009 for $4bn. Over time, Iger chipped away at Perlmutter’s power, leaving him angry
and marginalized.” —Bloomberg 4 Peltz’s slate, including his silent partner Ike Perlmutter, would harm Disney, jeopardize our strategic transformation, and create maximum disruption in the boardroom 10 SHAREHOLDERS SHOULD DO THEIR
HOMEWORK REGARDING PERLMUTTER’S HISTORY WITH DISNEY
THE FACTS DON’T SUPPORT TRIAN’S ASSERTIONS
The facts don’t support Trian’s assertions 1 Analysis includes dividends. Assumes shares are held from purchase date beginning on
02/26/14 and applying each respective closing price through 02/29/24. Excludes U.S. stock market holidays; 2 CNBC, Money Movers, 02/27/24 TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS THE PROXY FIGHT IS ABOUT STRENGTHENING DISNEY’ S
FUTURE ( PAGE 4 ) Peltz and Rasulo are inextricably tied to Perlmutter, who has his own lengthy record of disruptive behavior and a fraught history with Disney and Iger Their motives are highly questionable, and this trio is not what
Disney needs now Peltz has a history of firing CEOs to insert “his person”— Iger being pushed out by Peltz or Perlmutter would be value destructive for shareholders OCTOBER 6 TH IS THE RELEVANT DATE TO MEASURE DISNEY’ S STOCK PRICE, NOT A
CURRENT DATE ( PAGE 13 ) This insinuates that Trian’s involvement has caused Disney’s stock price to rise since 10/06/23 when Trian leaked its Disney position (again) Factually inaccurate — Disney’s one-day share price move after Trian’s
reported position (+2.1%) is slightly less than the prior trading day (+2.6%) One day’s price move is not the full story — within three weeks of Trian’s stake being reported, Disney’s stock decreased 6.3% Disney’s stock has increased by
~35% from 10/06/23 to 02/29/24 due to Disney’s strong performance and continued successful transformation BUYING DISNEY STOCK OVER THE LAST 10 YEARS HAS BEEN A LOSING PROPOSITION ( PAGE 13 ) Materially misleading — if Trian had calculated
this as of Disney’s closing price on 02/29/24 and included dividend reinvestment, there would be 1,704 days where shareholders would have made money vs. 186 in their analysis If a shareholder had bought Disney stock on ~7 out of 10 of any
days in the past 10 years, the shareholder would have made money1 TFCF “ DOUBLED DOWN” ON LINEAR NETWORKS ( PAGE 14 ) Primary strategic rationale for TFCF deal was the combination of two historic film studios, significant IP, and talent to
accelerate our DTC strategy Added significant DTC streaming capabilities, creating the strongest bundle across the industry with higher engagement and lower churn vs. peers Divested TFCF regional sports cable networks for ~$14bn to reduce
TFCF enterprise value to $57bn, not $71bn as Trian suggests DISNEY’ S CFO COULD NOT ARTICULATE A PRODUCT ROADMAP, BUSINESS PLAN, OR RETURN FROM EPIC GAMES INVESTMENT ( PAGE 15 ) Hugh Johnston did not say he did not know these details in
his CNBC interview on 02/08/24, but rather stated that it’s too early to speculate on the program, given the product has not been built yet, noting that he expects it will be a very profitable business for Disney In fact, Rasulo stated that
if you are not ready to talk about something as a CFO, you should “say I’m not ready to talk about that yet”2 14
The facts don’t support Trian’s assertions (cont.) TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS THE BOARD LACKS
FOCUS, ALIGNMENT, AND ACCOUNTABILITY ( PAGE 16 ) Disney’s strong, independent, and highly qualified Board is focused on delivering sustained shareholder value Each director brings a complementary skillset to the Board — nothing offered by
Peltz or Rasulo would be additive Disney’s directors must hold 5x their board compensation in stock within three years of joining the Board; our ownership guidelines are stricter than the average for S&P 500 companies BOARD’ S
SUCCESSION FAILURES HAVE CREATED A LEADERSHIP VOID ( PAGE 20 ) Focus on CEO transition has been a top priority of the Board since the day Iger returned Succession Planning Committee established and led by successful CEOs with recent,
highly praised succession experience Committee is dutifully executing its mandate and is committed to a successful succession process PELTZ AND RASULO ARE EXCEPTIONAL CANDIDATES ( PAGE 23 ) Peltz admits he has no media experience, stating
on CNBC that “… they said I have no media experience. I don't claim to have any”1 as is further evident from Trian’s whitepaper, which is naïve in its view of the media business during an industry-wide transformation Rasulo left Disney >
8 years ago when Disney and the broader industry were radically different … his perspectives are not relevant to today’s challenges, and his track record as a director is poor — iHeartMedia stock has declined ~90% since he joined its board
almost five years ago2 PELTZ AND RASULO HAVE MORE SKILLS CENTRAL TO DISNEY THAN LAGOMASINO AND FROMAN ( PAGE 24 ) Froman’s extensive foreign relations expertise provides uniquely valuable insights on complex geopolitical issues affecting
our strategy / operations Lagomasino’s long-term shareholder perspective, capital markets experience, and corporate governance expertise inform the Board’s ongoing accountability and responsiveness to shareholders Peltz and Rasulo lack
relevant and non-duplicative expertise, and would harm Disney DISNEY’ S BOARD DIDN’ T MEET TRIAN’ S CANDIDATES ( PAGE 25 ) Peltz, Perlmutter, and Rasulo are well-known to Disney … and have had no constructive or original suggestions in
nearly two years Peltz and Perlmutter, his silent partner, had at least 27 engagements with Disney from July 2022 until December 20233 Peltz was offered the opportunity to present to the Board multiple times, including on 11/30/23, and he
declined 14 1 CNBC interview, Squawk on the Street, 01/18/24; 2 Disney investor presentation (page 48), 03/11/24; 3 Disney investor presentation (page 46), 03/11/24
The facts don’t support Trian’s assertions (cont.) TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS DISNEY IGNORED WARNINGS SIGNS OF
INDUSTRY THREATS FROM 2015 - 2018 ( PAGE 30 ) Board is overseeing a carefully planned, long-term strategy that started “Four years ago when I was here, nobody was in streaming. Bob in 2015-16 to position Disney for future success Iger, to
his credit, saw back in 2017 or so that Disney’s future was going to be in streaming. Because of their [Disney’s] The Board decisively accelerated the transition to streaming, including enormous success, everyone else jumped in” deals in
2016-17 to further differentiate Disney’s streaming business, —Reed Hastings, Netflix, 11/30/22 with key content from TFCF (Fox) and technology from BAMTech DISNEY TSR HAS TRAILED ALMOST EVERY ONE OF ITS PEERS ( PAGE 46 ) Trian uses an
end date of 10/06/23, which does not incorporate the ~35% increase in Disney’s stock price from then until 02/29/24 The most relevant peers to evaluate Disney’s business challenges, progress, and TSR are “pure-play” legacy media companies
managing the generational disruption, including Warner Bros. Discovery and Paramount — Disney has significantly outperformed them Other companies cited in the proxy for compensation-planning purposes that Trian relies on, including
Alphabet, Amazon, Apple, Comcast, Meta, and Netflix, have key differences in business attributes that make them less relevant as trading performance peers MANY DISNEY DIRECTORS HAVE CLOSE RELATIONSHIPS WITH BOB IGER ( PAGE 50 ) Directors
were selected for Disney’s Board based on their qualifications Bob Iger wasn’t personally acquainted with any of the company’s current directors before they joined the board; Iger knew Michael Froman, whom Iger met professionally when Froman
was the U.S. Trade Representative The Board is a critical thought partner, consistently challenging Iger and the management team to achieve the optimal outcome for shareholders BOB IGER SELLING DISNEY SHARES IS A PROBLEM ( PAGE 51 ) Iger
delivered TSR of 579% during his initial tenure as CEO from 09/30/05 to 02/24/20, and retired from Disney at the end of 2021 Trian preaches pay for performance, and Disney’s TSR during Iger’s initial tenure outperformed key indices and peers
by a significant margin Iger’s total compensation during his initial tenure as CEO represented ~0.35% of Disney’s market capitalization increase during that time DISNEY+ HAS BEEN POORLY MANAGED ( PAGE 54 ) As Trian admits on page 32,
Disney built the 2nd largest global streaming platform with >180mm subscriptions across Disney+, Hulu, and ESPN+ We are competitively differentiated by our IP, global scale, and #1 sports media brand, ESPN Plan to achieve profitability
by end of FY24, within five years of launching Disney+ (well ahead of Netflix’s timeline) 14
The facts don’t
support Trian’s assertions (cont.) 1 Please see page 2 for how target ROIC is calculated; 2 Puck, Bob Iger’s Full Nelson, 01/15/23 TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS EXECUTIVE COMPENSATION IS NOT PROPERLY TIED TO PERFORMANCE (
PAGE 67 ) It is misleading and inaccurate to assess executive compensation by only TSR performance; TSR is one performance metric out of many used to determine executive compensation Annual bonuses are based on internal one-year financial
targets, whereas TSR performance is incorporated in PBU awards and payouts In our FY24 proxy, we disclosed a table with % of target payout for Performance Based Units (PBUs) vesting from Dec 2019 to Dec 2023 (ranging from 48% to 96%) and
explicitly stated that the portion of FY20 and FY21 PBUs related to TSR did not pay out at all LONG- TERM INCENTIVE TARGETS ARE UNAMBITIOUS ( PAGE 69 ) The 5.6% ROIC1 that Trian cites is not reflective of our standard operations due to
the known investment in our DTC streaming initiatives We expect these targets will rise in the future as our streaming platforms drive sustained growth and profitability DISNEY’ S BOARD IS NOT FOCUSED ON SUBSTANTIVE SHAREHOLDER
ENGAGEMENT ( PAGE 77 ) Disney has a history of constructive engagement with all shareholders, including activist shareholders such as Third Point and ValueAct Disney has sought constructive engagement with Peltz for two years, but he’s
unwilling to consider any resolution besides a Board seat for himself In the interim, we’ve added three highly qualified directors: Carolyn Everson (media / consumer-facing companies), James Gorman (succession planning), and Jeremy Darroch
(succession planning / international media / consumer products) PELTZ HAS BEEN PRAISED FOR HIS COLLABORATIVE PARTNERSHIPS ( PAGE 86 ) “You have no idea what this guy is going to do to the dynamics of this board,” Peltz — particularly
with his known relationship with Perlmutter — he [Jim Tisch] told his fellow GE board members. “You have no idea what would create a significant distraction and waste time and resources one person can do to the dynamics of a full board …
It’s not as innocuous when management needs total focus on execution as it seems to just add a person. You’re adding one person, you’re adding a In previous Board experience, Peltz characteristically established quantum of disruption and
division” a “shadow management team” committed to advancing his own “… they [Trian] will create maximum disruption in the boardroom and agenda in lieu of long-term shareholder value between board members themselves” —Puck2 14
The facts don’t support Trian’s assertions (cont.) 1 Disney investor presentation, 03/11/24; 2 Fortune, The last flicker of the
candle as Peltz melts, 01/19/23; 3 Puck, The Crocodile’s Idea, 02/04/24; 4 ROIC is a non-GAAP financial measure. The most comparable GAAP measure is operating income. Please see page 2 for a definition of ROIC and the end of this presentation
for a reconciliation of historical measures to the most directly comparable GAAP measure TRIAN’S WHITEPAPER CLAIMS THE ACTUAL FACTS PELTZ & TRIAN DRIVE TSR ( PAGE 88 ) “ Unlike many of his activist peers, Peltz hasn’t put his
comprehensive Peltz has served on 14 boards, and the median board performance data forward. Trian’s performance is thus unavailable to the performance has been ~250bps WORSE annually than the S&P1 shareholders and executives of the
companies he targets. We are instead supposed to trust his own unsupported claims about superior Other Trian reps have served on 8 boards and median board performance–despite his track record of having to file regulatory performance has
been ~1,000bps WORSE annually than the S&P1 corrections with the SEC for misstating performance.” —Fortune2 PELTZ AND RASULO CAN HELP WITH THE CREATIVE PROCESS ( PAGE 110 ) Peltz admits he knows nothing about media — he is entirely
“According to Nelson’s proxy materials, his agenda includes a few unqualified to review and opine on the creative process notable but perplexing goals. Foremost among them is: Get the board to Disney has been #1 in global box office for 7
of the last 8 years review Disney’s “creative processes and structure” to enable Disney to Our creative engine is rejuvenated and thriving – the surest way to reclaim its box office luster. Okay, I get this. But I’m not sure what a board
of impede our creative progress is to assign it to a committee directors can do to inspire the rank and file to make better movies” overseen by a 81-year-old hedge fund manager —Puck3 THEY WILL WORK TO EXECUTE ON A VISION FOR PARKS
TARGETING AT LEAST HIGH- SINGLE DIGIT OI GROWTH AND ADEQUATE RETURNS ( PAGE 117 ) The Parks business is performing significantly better today than when Rasulo was involved We have significantly increased Experiences segment OI and OI
margins while ROIC has increased ~3x from FY09 to FY234 FY23 ROIC was nearly 2.5x our cost of capital, creating significant economic value for shareholders4 INVESTORS REACTED NEGATIVELY TO DISNEY’ S $ 60 BN EXPERIENCES INVESTMENT PLAN (
PAGE 118 ) Peltz is, once again, using selective disclosure Disney’s stock underperformed the S&P 500 by 2.8% on the day it announced the investment plan, but has outperformed the S&P by 17% since Experiences has driven strong
growth, profitability, and value creation since Rasulo left the Parks segment; we expect it continue to do so going forward 14
FINANCIAL RECONCILIATIONS 19 APPENDIX
Reconciliation of free cash flow 20 Source: Company filings; 1 Trending to exceed $8bn in free cash flow for FY24 The following
table reconciles the Company’s consolidated cash provided by continuing operations to free cash flow: ($MM, unless otherwise noted) Sept. 28, 2019 Oct. 3, 2020 Oct. 2, 2021 Oct. 1, 2022 Sept. 30, 2023 FY2024E Cash provided by
operations – continuing operations $5,984 $7,616 $5,566 $6,002 $9,866 ~$14bn (-) Investments in parks, resorts and other property (4,876) (4,022) (3,578) (4,943) (4,969) (~6bn) Free cash
flow $1,108 $3,594 $1,988 $1,059 $4,897 ~$8bn1 Year ended
Return on invested capital reconciliation 20 1 Reflects the average of invested capital at the end of such fiscal year and the
end of the immediately prior fiscal year. Invested capital is defined as the remainder of the segment's total assets at a fiscal year end minus the sum of such segment's a) cash, cash equivalents and restricted cash as of the last day of the
fiscal year, (b) deferred tax assets and (c) non- interest bearing liabilities and income and property tax liabilities; 2 Includes Parks & Resorts, Consumer Products, and Interactive Media The following table reconciles the Experiences
segment’s consolidated operating income to return on invested capital: ($MM) Year Ended September 30, 2009 Year Ended September 30, 2023 Operating income $1,7322 $8,954 (-) Taxes (641) (1,880) Operating income, net of
taxes $1,091 $7,074 (/) Average invested capital1 $15,033 $34,471 Return on invested capital 7.3% 20.5%
The Walt Disney Company ©Disney and related entities
