16 slides from Walt Disney Company (the)'s proxy contest presentation, Jan 17, 2023
Slide 1: The Current Disney Board Is the Right Board for Shareholders
THE CURRENT DISNEY BOARD IS THE RIGHT BOARD FOR SHAREHOLDERS January 17, 2023
Slide 2: Disclaimer
Disclaimer Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, the future, business and strategic plans, financial performance and other statements tha
Slide 3: Independent, highly qualified Board has provided strong oversight
Independent, highly qualified Board has provided strong oversight focused on delivering superior, sustained shareholder value Disney Board regularly reviews, and is heavily involved in, setting the strategic direction of the company Deftly navigated pandemic and oversaw launch of direct-to-consumer
Slide 4: Board is overseeing key strategic changes that management is implementing
Board is overseeing key strategic changes that management is currently implementing Reorganizing leadership structure to put more decision-making back in the hands of creative teams STREAMING Prioritizing streaming profitability (in addition to revenue and subscriber growth) COST PLAN Implementing c
Slide 5: Nelson Peltz does not understand Disney's businesses
Nelson Peltz does not understand Disney’s businesses and lacks the skills and experience to assist the Board in delivering shareholder value in a rapidly shifting media ecosystem
Slide 6: Bob Iger created significant value for Disney shareholders as CEO
Bob Iger created significant value for Disney shareholders as CEO Source: FactSet. 1 TSR represents stock price appreciation plus reinvestment of dividends; 2 Nelson Peltz, CNBC interview, 01/12/23; 3 Represents Comcast Class A shares; 4 Fox returns up to unaffected date of 11/03/17 prior to news le
Slide 7: Bob Iger created significant value for Disney shareholders as CEO
Bob Iger created significant value for Disney shareholders as CEO Grew Disney’s market capitalization by ~5x Long Track record of value enhancing M&A deals ~$89 billion of capital returned to shareholders — ~$66BN of repurchases and ~$23bn of dividends $49BN 09/30/05 $231BN 02/25/20 2012 2006 2009 2
Slide 8: Pixar, Marvel and Lucasfilm acquisitions transformed Disney
Pixar, Marvel and Lucasfilm acquisitions transformed Disney … 1 CNBC, Bob Iger says Pixar was ‘probably the best’ acquisition he made during his tenure with Disney, 12/21/21; 2 CNBC, Why Disney’s Surprise $4 Billion Marvel Acquisition Makes Sense, 08/31/09; 3 The Hollywood Reporter, 10/31/12; 4 CNBC
Slide 9: TFCF (Fox) transaction was critical to positioning Disney
TFCF (Fox) transaction was critical to better positioning Disney to address key secular shifts in the media sector Source: Company data Broadened our portfolio of world-class IP Significantly enhanced our content output capability Enabled acceleration of global DTC expansion ahead of peers Provided
Slide 10: Trian's TFCF transaction analysis is fundamentally flawed
Trian’s TFCF transaction analysis is fundamentally flawed What TRIAN is missing Synergies do matter in an M&A transaction … and we over-delivered Estimated $2.0BN of synergies at announcement Synergized LTM EBITDA multiple we paid for TFCF is consistent with precedent multiples at the time TFCF has
Slide 11: Disney has a strong, highly rated, investment grade balance sheet
Disney has a strong, highly rated, investment grade balance sheet Disney leverage1 (multiple of ebitda1,2) WHAT trian is missing Senior unsecured credit ratings are A2 / stable (Moodys), A- / stable (Fitch) and BBB+ / positive (S&P) … and Peltz calls this a “balance sheet from hell”?4 Our net levera
Slide 12: Peltz has no track record in large cap media or tech
Peltz has no track record in large cap media or tech, no solutions to offer for the evolving media landscape and if MSG Sports is his training ground, it has not been a good one MSG SPORTS TSR trails market1 Peltz has been on the MSGS Board since October 2014 TSR lags the S&P and has not outperforme
Slide 13: Differentiating Peltz's claims from the actual facts
Disney shareholders must carefully analyze Peltz’s statements to differentiate facts from fiction WHAT NELSON PELTZ CLAIMS THE ACTUAL FACTS “Not looking to replace Bob Iger”1 “Trian’s view is that Mr. Iger shouldn’t be back in control of the company”2 “Mr. Peltz thinks Mr. Parker and the newly-retur
Slide 14: Appendix
Appendix
Slide 15: Chronology of Disney's engagement with Nelson Peltz and Trian
Chronology of Disney’s engagement with Nelson Peltz and Trian Source: Preliminary Proxy Statement of The Walt Disney Company, 01/17/23 Disney’s Board and management have maintained an open dialogue and have had no less than 16 meaningful interactions with Trian since July 2022 Peltz, or Isaac Perlmu
Slide 16: EBITDA, net debt and leverage reconciliation
EBITDA, net debt and leverage reconciliation Source: Company filings. 1 Excludes TFCF and Hulu amortization of intangible assets ($BN) FY2017A FY2018A FY2019A FY2020A FY2021A FY2022A Income from continuing operations before income taxes $13.8 $14.7 $13.9 ($1.7) $2.6 $5.3 (+) Content license early te