425

Filed by The Walt Disney Company pursuant to Rule 425 promulgated under the

Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12

promulgated under the Securities Act of 1934, as amended.

 

Subject Company: Pixar

Commission File No.: 0-26976


“Positioning Disney for the Digital Future”


Certain
statements
in
this
presentation
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 the
views and assumptions of the management of The Walt Disney Company and Pixar regarding future events and
business performance as of the time the statements are made and they do not undertake any obligation to
update these statements.
Actual results may differ materially from those expressed or implied.
Such
differences may result from legal or regulatory proceedings or other factors that affect the timing or ability to
complete the transactions contemplated herein, actions taken by either of the companies, including
restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as
well as from developments beyond the companies’
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 assumptions regarding the operations of the businesses of The
Walt Disney Company and Pixar separately or as combined entities
including, among other things, the timing
of the transaction, the performance of the companies’
theatrical and home entertainment releases, expenses of
providing medical and pension benefits, and demand for products and performance of some or all company
businesses
either
directly
or
through
their
impact
on
those
who
distribute
our
products.
Additional
factors
that
may
affect
results
are
set
forth
in
the
Annual
Report
on
Form
10-K
of
The
Walt
Disney
Company
for
the
year ended October 1, 2005 under the heading “Item 1A—Risk Factors”
and in the Quarterly Report on Form 10-
Q of Pixar for the quarter ended October 1, 2005 under the “Risk Factors”
section of  Part I, Item 2.


3
Transaction Overview
All stock transaction
2.3 Disney shares will be issued for each Pixar share (a fixed exchange ratio)
Transaction
value
of
$7.4
billion;
$6.3
billion,
net
of
Pixar’s
over
$1
billion
in
cash
(based
on
fully
diluted
Pixar
shares
outst
anding
and Disney share price at close on 1/23/06)
Company will form Pixar
and Disney feature animation studios
Newly combined animation division will share talents and best practices
Each unit will retain current production facilities to preserve creative cultures and capabilities
Pixar
President
Ed
Catmull
will
serve
as
President
of
the
combined
Pixar
and
Disney
feature
animation
studios,
reporting
to
Bob
Iger
and Dick Cook, Chairman of The Walt Disney Studios
Pixar
Executive
Vice
President
John
Lasseter
will
be
Chief
Creative
Officer
at
Pixar
and
Disney
feature
animation
studios,
as
well
as Principal Creative Advisor for Walt Disney Imagineering, reporting directly to Bob Iger
Pixar Chairman and CEO Steve Jobs will join Disney Board
Customary closing conditions
Boards of both Disney and Pixar have approved the transaction
Requires Pixar shareholder and regulatory approval
Steve
Jobs
has
agreed
to
vote
40%
of
shares
outstanding
in
favor
of
the
transaction
Expected to close by Summer 2006


4
Strategic Rationale
Enhances Disney’s competitive position as a global leader in family
entertainment
Reinforces Disney’s most critical strategic priorities
Offer the finest creative content
Embrace leading-edge technologies
Strengthen Disney’s global presence
Allows Pixar
shareholders to participate in 100% of the economics of the
Pixar
library and benefit from Disney’s solid long-term growth prospects,
diversified earnings stream, global brand affinity and integrated portfolio of
world-class entertainment assets
Leverages Disney’s core competency in creating and marketing enduring,
multi-platform franchises
Expected to drive growth across Disney’s entire portfolio of businesses
Expected to significantly enhance shareholder value


5
A Longstanding and Successful Partnership
Pixar has an unparalleled track record of combining creative excellence with
cutting-edge technology
Together, Disney and Pixar have produced and distributed a long string of
animation hits including: Toy Story, a bugs life, Toy Story 2, Monsters, Inc.,
Finding
Nemo,
and
The
Incredibles
Cars
to be released on June 9
th
, 2006
The Disney / Pixar partnership has had enormous commercial success, grossing
an average of $538m in worldwide box office revenue per picture
Pixar has received tremendous critical acclaim and has won 20 Academy Awards


6
Operating Strategy
Leadership and organization structured to preserve and enhance creativity,
culture and best practices
New Pixar
and Disney feature animation studios formed, with production
facilities retaining current operations and locations
Pixar President Ed Catmull will serve as President of the combined
Pixar
and
Disney
feature
animation
studios,
reporting
to
Bob
Iger
and Dick
Cook, Chairman of The Walt Disney Studios
Pixar Executive Vice President John Lasseter will be Chief Creative
Officer
at
Pixar
and
Disney
feature
animation
studios,
as
well
as
Principal
Creative Advisor for
Walt Disney Imagineering, reporting directly to Bob
Iger
Establishes continuity of leadership to maintain
momentum and further develop talent


7
Financial Highlights
Based on our analysis of Pixar and the value opportunities created by combining
Pixar’s
strengths with those of The Walt Disney Company, we are confident that
this transaction will create significant shareholder value
Value Opportunities
Consolidate 100% of profit from current and future films
Positively impact Disney Feature Animation
Maximize sequel potential
Recapture distribution fees and eliminate duplicative public company costs
Leverage
Pixar’s
intellectual
property
across
Disney’s
core
businesses
(e.g.
theme
parks,
licensing, videogame publishing, etc.)
Increase
Disney’s
overall
brand
strength
and
base
of
powerful,
high
quality
content
which
can:
Enhance opportunities offered by new digital distribution platforms
Increase our ability to capitalize on new consumer preferences and emerging business models
Improve and accelerate international growth opportunities
Disney’s
current
intent
is
to
repurchase
all
newly
issued
shares
by
the
end
of
fiscal 2007
With the successful execution of these initiatives, the transaction is expected to be
accretive to Disney EPS in fiscal 2008


8
For Additional Information
This material is not a substitute for the prospectus/proxy statement
Disney and Pixar
will file with the Securities and Exchange Commission. 
Investors are urged to read the prospectus/proxy statement which
will
contain important information, including detailed risk factors, when it
becomes available.  The prospectus/proxy statement and other documents
which will be filed by Disney and Pixar
with the Securities and Exchange
Commission will be available free of charge at the SEC's website,
www.sec.gov, or by directing a request when such a filing is made to The
Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-
9722, Attention:  Shareholder Services or by directing a request
when such
a filing is made to Pixar, 1200 Park Avenue, Emeryville, CA 94608.
Pixar, its directors, and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transactions. Information about the directors and executive
officers of Pixar
and their ownership of Pixar
stock is set forth in the proxy
statement for Pixar’s
2005 annual meeting of shareholders. Investors may
obtain additional information regarding the interests of such participants by
reading the prospectus/proxy statement when it becomes available.