2009 Annual Meeting of Shareholders

MARCH 10, 2009

Disney Speakers:

John Pepper, Jr., Chairman of the Board

Bob Iger, President and

PRESENTATION

Company Announcer

Ladies and gentlemen, please welcome the Chairman of the Board of The Company, John Pepper Jr.

John Pepper Jr. –Chairman of the Board,

Good morning, ladies and gentlemen and welcome to the 2009 Annual Shareholder Meeting of The Walt Disney Company. It’s wonderful to be with you here at this beautiful and historic Paramount Theatre.

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Yesterday, Disney’s board had the pleasure of visiting in nearby Emeryville to review the great projects they’ve been working on and to get a glimpse of what they have in store for the future. This was, in fact, the first time many of us on the Board had visited Pixar since it became part of Disney back in May 2006.

That acquisition was, in my view, one of the most important in Disney’s history. It brought with it a group of remarkably creative and talented men and women and of course a host of memorable films and characters that we all know, like The Incredibles, Finding Nemo, Monsters, Inc. and A Bug’s Life.

Bob Iger’s bold decision to do that, and it was a big one, supported by the Board, to make this major investment is, I can tell you, already starting to pay off in many ways. You can, if you visit Orlando, already see Pixar characters at Disney World, including the great new attractions Toy Story Mania! and Finding Nemo, and new attractions are being built as we speak at Disneyland around Cars and Radiator Springs.

The transformation of these characters is just one example of how Disney, under Bob’s leadership, is taking advantage more than ever of the exciting characters and properties that this Company has, across all the many ways we can reach children and their families, including film, including parks, games, , Disney.com and more.

Now ladies and gentlemen we meet, I don’t need to tell you, at a time of unique economic challenge. This is a challenge that is touching virtually every business, every family and every individual. I would remind us that fun-filled vacations, entertaining movies and world-class sports are all experiences, which I think we can all be sure, will always be treasured by people, in the best of times and in the most challenging of times.

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As you will be hearing from Bob Iger, it is Disney’s commitment to provide these experiences in a unique and memorable way that makes this company very special and makes us confident in our future despite the economic environment in which we now find ourselves.

I’d note that Disney is not only admired for the quality of its entertainment, but for the way it is operating its businesses. Last week, for example, Fortune Magazine named Disney as one of the most admired companies in the world and as the most admired entertainment company. Not only that, we came in second among all companies only to Apple in the innovation category and we were second to Berkshire Hathaway in the way we invest our funds. That, I think you'd agree, is pretty good company to be in.

Bob and his team achieved impressive financial results again last year, and great creative advances. Despite a sharply deteriorating economic environment, they managed to grow your company skillfully while negotiating a fast-changing global media landscape. This year is proving to be even more challenging. But let me assure you that the management and this board remain sharply focused on building long-term shareholder value and on making Disney even more admired for its ability to deliver memorable and magical content and experiences.

I’d now like to take a moment to introduce you to the other members of your Board of Directors, with whom I am proud to serve.

Susan Arnold has served as President, Global Business Units of The Procter & Gamble Company and she is now Special Advisor to the CEO.

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John Bryson is the former Chairman, President and CEO of Edison International, one of the country’s leading energy providers.

John Chen is Chairman, CEO and President of Sybase Inc. John brings us great knowledge of new technology and doing business around the world, particularly in Asia.

Judith Estrin is the former of . She is currently CEO of JLABS, a company focused on furthering innovation in business, government and non-profit organizations.

Bob Iger, of course, is our President and CEO.

Steve Jobs is CEO of Apple and the former Chairman of Pixar.

Fred Langhammer is retired CEO of Estee Lauder. He continues to serve as Chairman of Global Affairs.

Aylwin Lewis is the President and CEO of Potbelly Sandwich Works.

Monica Lozano is Publisher and CEO of La Opinion. That is the largest Spanish- language daily newspaper in the United States.

Bob Matschullat is the former Vice Chairman and of The Seagram Company.

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Finally, let me introduce Orin Smith. Orin is the former President and CEO of Starbucks.

I would like to ask the directors who are here if they would stand and be recognized. Ladies and Gentlemen, the Board of Directors of The Walt Disney Company.

Thank you very much. Thank you.

You’re going to be hearing in just a few minutes from Bob Iger. But first we’d like to give you a taste of the present and a glimpse into the future of the incredibly diverse and high-quality entertainment and experiences produced over so many venues by your Company, The Walt Disney Company.

[VIDEO]

Company Announcer

The President and Chief Executive Officer of The Walt Disney Company, Bob Iger.

Bob Iger –President and Chief Executive Officer, The Walt Disney Company

Thank you very much and good morning, ladies and gentlemen.

You’ve just seen some great examples of the entertainment and experiences that are at the heart of what we do. And it makes me very proud of what we accomplish day in and out, and of the people who do their best to meet the high expectations of our guests, our viewers and of our consumers. It also makes me feel really hopeful about our future.

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We are meeting during perhaps the most difficult economic times of our lifetime. And these are conditions that even the strongest companies can’t fully escape. I’m confident, though, that our brands, our products and our people can overcome the challenges ahead.

We remain focused on what you just saw – and that’s creating the very best in entertainment, whether it’s movies, television shows, online virtual worlds, thrilling park experiences; also on innovating while respecting our tremendous legacy; and on maintaining the integrity and the quality of our people and our products.

Two weeks ago, Wall·E took home the Oscar for best animated movie. And that is a perfect example of how we mix great storytelling and cutting edge technology to come up with a film that’s both a huge artistic success, but also a huge commercial success.

Pixar’s next film will take audiences on a truly unforgettable journey to a lost world with two pretty unlikely adventurers. It’s called Up and it premieres in May. Here’s a first-time look at a new trailer.

[VIDEO]

It’s nice when you run a trailer and it gets a good reaction. Thank you very much.

Our other animated film for 2009 is called The Princess and the Frog, and that’s going to open in New York and Los Angeles on November 25th, followed by a wide release on December 11th.

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We’ll be introducing Disney’s latest princess in our return to 2-D animation in a funny, touching and modern take on Disney classics that I’m sure you and your families are going to love.

Here's a sneak peek of an unfinished, and I emphasize that word unfinished, scene. The Princess and the Frog.

[VIDEO]

Coming to a theater near you November 25th and December 11th.

As stewards of this great Company and of such outstanding brands as Disney, ABC and ESPN, we have reason to be optimistic that the quality of the content we produce will serve us well.

Our goal is to create long-term shareholder value through high-quality branded content and consumer experiences that can be leveraged over time across our businesses, across technology and across territories.

Despite an economy that slowed noticeably, we delivered strong results in fiscal year 2008. Our earnings per share increased to record levels for the 5th consecutive year, and excluding gains on asset sales, EPS increased in 2008 by double-digit percentages over the prior year.

Over the last several years, we have returned substantial capital to shareholders via dividends even as we invested in new business opportunities. Last year we paid a cash

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dividend of 35 cents per share. It was the 53rd consecutive year in which we paid a dividend.

As I said at the beginning, this is a tough economy and it was reflected in our 2009 first quarter. As a result, we’ve been taking deliberate steps to operate even more efficiently and invest prudently and have put in place marketing and pricing strategies appropriate to today’s market conditions. We continue to look for ways to adjust our cost base to changes in demand, provided those actions do not compromise the quality of our entertainment and guest experiences.

We remain intensely focused on creating high-quality branded content and we continue to launch new and grow existing franchises that are designed to resonate with consumers globally, create value across our Company and set us apart from our competitors.

This year, we will have a new Disney Channel show from the Jonas Brothers, a new Hannah Montana feature film, as you saw earlier, the introduction of our latest Disney Princess, Tiana, in Princess and the Frog, and production is also underway on the third Toy Story film and on sequels to Cars, Pirates and High School Musical.

We are also investing in promising areas key to our future. Last week, steel cutting began on our two new Disney Cruise ships. Today, I'm pleased to announce their names. The Disney Dream will set sail in 2011, while the Disney Fantasy will hit the high seas in 2012.

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Development is well underway at Disney’s California Adventure to significantly expand and enhance the , while work has started in Hawaii to build a magnificent new and resort.

As we navigate this tough economy, we are making a major commitment to upholding the excellent reputation of the Disney name by significantly expanding our corporate responsibility efforts.

This is intended to make Disney stand out and we believe fundamentally builds shareholder value and reinforces our position as a company that people want to invest in, work for, and do business with.

On the environmental front, we’ve recently completed our first Company-wide greenhouse gas inventory and set both ambitious long-term goals and challenging 3-to-5 year targets to reduce our emissions, our electricity use, our waste and our impact on water and eco-systems. These are big commitments that put us at the forefront of global companies seeking to preserve the planet for future generations.

All kinds of activities – big and small – are underway at the Company. We’ve switched the trains, the trams and the submarines at Disneyland Resort to alternative fuels. We’ve installed solar arrays at our Burbank studios and received Green Lodging certificates for all of our Florida hotels.

Through a Company-wide initiative called “The Green Standard,” we’ve cut paper and electricity use substantially. And we’ve increased our commitment to Disney’s Worldwide Conservation Fund, which supports habitat preservation and efforts to preserve and save endangered species around the world.

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Disney has a wonderful legacy of vibrant programs that support charitable giving, volunteerism and diversity in the workplace – also diversity in our movies, our shows and other entertainment that we create.

And we’ve also now gone global with our two-year old initiative to associate our brands and characters with healthier foods.

And we have made a firm commitment to ban depictions of cigarette smoking in Disney-branded films aimed at kids and families.

We are also refining a number of other critical programs, from the way we monitor factories that make Disney-licensed products to the way we welcome our disabled guests at our parks and resorts.

Details of all of these efforts are available in our new corporate responsibility report, which went online yesterday, and provides great insight into how we approach critical issues affecting children and families, content and products, the environment, community and our workplaces. We’re very proud of our social responsibility efforts, but recognize there’s still a lot of work to be done.

We’re also very proud of what we are accomplishing broadly as a Company. Disney, ABC and ESPN [are] all great brands, great entertainment – and all are pioneering new ways to deliver their entertainment and their brands to consumers when, where and how they want it.

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We run unique parks and resorts that serve tens of thousands of guests daily on three continents. And we are the largest licensor of manufactured goods in the world. So, our global impact is diverse and substantial and we are determined to do the best possible job we can at everything that we do.

We are being extremely realistic about the global economy and the challenges we face. But that realism is accompanied by a strong belief in what we can accomplish together to not only emerge from this downturn but to position the company for future prosperity.

It is this blend of realism and optimism that is guiding us through this terribly unsettling time. Before I turn the meeting back over to John Pepper, I’d like to touch on one more thing.

At last year’s annual meeting, I was asked about ways in which Disney reaches out and serves its most ardent or biggest fans. It was a really good question, especially since our fans are so important to us and we know we can never do too good of a job in this area. Today, we're pleased to share some exciting news with you.

[VIDEO]

Just to explain a bit, membership in is going to give you a unique insider’s perspective on the timeless stories and experiences that define Disney, whether it’s online at D23’s new Web site or within the pages of its fantastic new quarterly publication.

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We’re also going to be hosting a truly unique new Disney fan experience - The D23 Expo – which will be the largest, most impressive gathering of all things Disney ever. And you’ll be able to get information on D23 online, actually, starting today.

On behalf of everyone at Disney, we thank you, our fans, once again for your support and loyalty over all these years. And I think D23 will serve all of you quite well.

And now, I’d like to turn the stage over to John Pepper, who will conduct the business portion of the meeting.

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Management believes certain statements in this call may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Management does not undertake any obligation to update these 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 or asset acquisitions or dispositions), as well as from developments beyond the Company’s control, including:

- adverse weather conditions or natural disasters; - health concerns; - international, political, or military developments; - technological developments; and - changes in domestic and global economic conditions, competitive conditions and consumer preferences.

Such developments may affect travel and leisure businesses generally and may, among other things, affect:

- the performance of the Company’s theatrical and home entertainment releases; - the advertising market for broadcast and cable television programming; - expenses of providing medical and pension benefits; - demand for our products; 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 27, 2008 and in subsequent reports on Form 10-Q under Item 1A, “Risk Factors”.

Reconciliations of non-GAAP financial measures to equivalent GAAP financial measures are available on Disney’s Investor Relations website.

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