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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September 30, 2005



Commission file number 001-32337



DREAMWORKS ANIMATION SKG, INC.

(Exact name of Registrant as specified in its charters)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 68-0589190                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. employer identification no.)



|                                         |  |           
|---------------------------------------- |  | ----------
|1000 Flower Street Glendale, California  |  | 91201     
|(Address of principal executive offices) |  | (Zip code)



(818) 695-5000

(Registrants telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  x    No ̈.



Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x.



Indicate by check mark whether the Registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x.



Indicate the number of shares outstanding of each of the Registrants classes of common stock: As of October 31, 2005, there were 52,273,133 shares of Class A common stock, 50,842,414 shares of Class B common stock and
1 share of Class C common stock of the registrant outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|              |  |                                                                                       |  |     
|------------- |  | ------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                       |  | Page
|PART I.       |  | FINANCIAL INFORMATION                                                                 |  |     
|              |  |                                                                                      
|Item 1.       |  | Financial StatementsDreamWorks Animation SKG, Inc. (unaudited)                       |  | 3   
|              |  |                                                                                      
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 20  
|              |  |                                                                                      
|Item 3.       |  | Quantitative and Qualitative Disclosure About Market Risk                             |  | 51  
|              |  |                                                                                      
|Item 4.       |  | Controls and Procedures                                                               |  | 52  
|              |  |                                                                                      
|PART II.      |  | OTHER INFORMATION                                                                     |  |     
|              |  |                                                                                      
|Item 1.       |  | Legal Proceedings                                                                     |  | 53  
|              |  |                                                                                      
|Item 5.       |  | Other Information                                                                     |  | 54  
|              |  |                                                                                      
|Item 6.       |  | Exhibits                                                                              |  | 54  
|              | 
|SIGNATURES    |  | 55                                                                                   
|              | 
|EXHIBIT INDEX |  | 56                                                                                   



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##### Table of Contents

PART IFINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



DREAMWORKS ANIMATION SKG, INC.



CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | - | ------------------ | - | --------- | -
|                                                                                                                                                                                          |  | December 31, 2004 |           |   | September 30, 2005 |  
|                                                                                                                                                                                          |  |                   |           |   | (Unaudited)        |  
|Assets                                                                                                                                                                                    |  |                   |           |   |                    |   |           |  
|Cash and cash equivalents                                                                                                                                                                 |  | $                 | 63,134    |   |                    | $ | 412,385   |  
|Short term investments                                                                                                                                                                    |  |                   |          |   |                    |   | 21,250    |  
|Accounts receivable, net of allowance for doubtful accounts                                                                                                                               |  |                   | 14,015    |   |                    |   | 8,413     |  
|Receivables from affiliate                                                                                                                                                                |  |                   | 385,449   |   |                    |   |          |  
|Receivable from employees                                                                                                                                                                 |  |                   | 1,634     |   |                    |   | 1,160     |  
|Film inventories, net                                                                                                                                                                     |  |                   | 519,926   |   |                    |   | 565,787   |  
|Property, plant and equipment, net of accumulated depreciation and amortization                                                                                                           |  |                   | 85,997    |   |                    |   | 85,433    |  
|Deferred costs, net of amortization of $1,438 and $2,543, respectively                                                                                                                    |  |                   | 3,741     |   |                    |   | 2,635     |  
|Income taxes recoverable                                                                                                                                                                  |  |                   | 6,569     |   |                    |   | 28,140    |  
|Deferred taxes, net                                                                                                                                                                       |  |                   | 93,343    |   |                    |   | 70,641    |  
|Goodwill                                                                                                                                                                                  |  |                   | 34,216    |   |                    |   | 34,216    |  
|Other assets                                                                                                                                                                              |  |                   | 11,881    |   |                    |   | 30,815    |  
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|Total assets                                                                                                                                                                              |  | $                 | 1,219,905 |   |                    | $ | 1,260,875 |  
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|Liabilities and Stockholders Equity                                                                                                                                                      |  |                   |           |   |                    |   |           |  
|Liabilities                                                                                                                                                                               |  |                   |           |   |                    |   |           |  
|Accounts payable                                                                                                                                                                          |  | $                 | 4,414     |   |                    | $ | 7,386     |  
|Payable to affiliate                                                                                                                                                                      |  |                   |          |   |                    |   | 30,814    |  
|Payable to stockholder                                                                                                                                                                    |  |                   | 70,643    |   |                    |   | 75,931    |  
|Accrued liabilities                                                                                                                                                                       |  |                   | 65,537    |   |                    |   | 49,469    |  
|Other advances and unearned revenue                                                                                                                                                       |  |                   | 32,225    |   |                    |   | 20,433    |  
|Obligations under capital leases                                                                                                                                                          |  |                   | 2,993     |   |                    |   | 2,400     |  
|Universal Studios advance                                                                                                                                                                 |  |                   | 75,000    |   |                    |   | 75,000    |  
|Bank borrowings and other debt                                                                                                                                                            |  |                   | 139,207   |   |                    |   | 116,945   |  
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|Total liabilities                                                                                                                                                                         |  |                   | 390,019   |   |                    |   | 378,378   |  
|Commitments and contingencies                                                                                                                                                             |  |                   |           |   |                    |   |           |  
|Non-controlling minority interest                                                                                                                                                         |  |                   | 2,941     |   |                    |   | 2,941     |  
|Stockholders equity                                                                                                                                                                      |  |                   |           |   |                    |   |           |  
|Class A common stock, par value $.01 per share, 350,000,000 shares authorized, 52,107,616 and 52,268,554 shares outstanding, as of
December 31, 2004 and September 30, 2005, respectively |  |                   | 521       |   |                    |   | 522       |  
|Class B common stock, par value $.01 per share, 150,000,000 shares authorized, 50,842,414 shares outstanding                                                                              |  |                   | 508       |   |                    |   | 508       |  
|Class C common stock, par value $.01 per share, one share authorized and outstanding                                                                                                      |  |                   |          |   |                    |   |          |  
|Additional paid-in capital                                                                                                                                                                |  |                   | 693,198   |   |                    |   | 678,406   |  
|Less: Deferred compensation                                                                                                                                                               |  |                   | (32,171   | ) |                    |   |          |  
|Retained earnings                                                                                                                                                                         |  |                   | 165,320   |   |                    |   | 206,670   |  
|Less: Treasury stock, at cost, 11,536 and 175,032 shares outstanding, as of December 31, 2004 and September 30, 2005,
respectively                                                        |  |                   | (431      | ) |                    |   | (6,550    | )
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|Total stockholders equity                                                                                                                                                                |  |                   | 826,945   |   |                    |   | 879,556   |  
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                |  | $                 | 1,219,905 |   |                    | $ | 1,260,875 |  
|                                                                                                                                                                                          |  |                   |           |   |                    |   |           |  



See accompanying notes.



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DREAMWORKS ANIMATION SKG, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)



|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | -------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months Ended September 30, |         |   | Nine Months Ended September 30, |  
|                                                                 |  | 2004                             |         |   | 2005                            |   |         | 2004 |  |   | 2005    |  
|Operating revenue                                                |  | $                                | 241,343 |   |                                 | $ | 87,107  |      |  | $ | 582,461 |   |  | $ | 289,421 |  
|Costs of revenue                                                 |  |                                  | 196,311 |   |                                 |   | 55,559  |      |  |   | 394,526 |   |  |   | 161,903 |  
|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Gross profit                                                     |  |                                  | 45,032  |   |                                 |   | 31,548  |      |  |   | 187,935 |   |  |   | 127,518 |  
|Selling, general and administrative expenses                     |  |                                  | 12,659  |   |                                 |   | 22,780  |      |  |   | 31,694  |   |  |   | 60,783  |  
|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                                 |  |                                  | 32,373  |   |                                 |   | 8,768   |      |  |   | 156,241 |   |  |   | 66,735  |  
|Interest income (expense), net                                   |  |                                  | (6,439  | ) |                                 |   | 3,351   |      |  |   | (13,228 | ) |  |   | 5,501   |  
|Other income (expense), net                                      |  |                                  | (4,365  | ) |                                 |   | 1,454   |      |  |   | (238    | ) |  |   | 2,581   |  
|Decrease (increase) in income tax benefit payable to stockholder |  |                                  |        |   |                                 |   | 2,677   |      |  |   |        |   |  |   | (8,682  | )
|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Income before income taxes                                       |  |                                  | 21,569  |   |                                 |   | 16,250  |      |  |   | 142,775 |   |  |   | 66,135  |  
|Provision for income taxes                                       |  |                                  | 1,256   |   |                                 |   | 16,906  |      |  |   | 1,784   |   |  |   | 24,784  |  
|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                       |  | $                                | 20,313  |   |                                 | $ | (656    | )    |  | $ | 140,991 |   |  | $ | 41,351  |  
|                                                                 |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Basic net income (loss) per share                                |  | $                                | 0.27    |   |                                 | $ | (0.01   | )    |  | $ | 1.84    |   |  | $ | 0.40    |  
|Diluted net income (loss) per share                              |  | $                                | 0.26    |   |                                 | $ | (0.01   | )    |  | $ | 1.83    |   |  | $ | 0.40    |  
|Shares used in computing net income per share                    |  |                                  |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                            |  |                                  | 76,636  |   |                                 |   | 103,092 |      |  |   | 76,636  |   |  |   | 103,055 |  
|Diluted                                                          |  |                                  | 77,123  |   |                                 |   | 103,092 |      |  |   | 77,123  |   |  |   | 104,327 |  



See accompanying notes.



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DREAMWORKS ANIMATION SKG, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                            |  |                                 |          |   |      |   |          |  
|------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                            |  | Nine Months Ended September 30, |         
|                                                                                            |  | 2004                            |          |   | 2005 |  
|Operating activities                                                                        |  |                                 |          |   |      |   |          |  
|Net income                                                                                  |  | $                               | 140,991  |   |      | $ | 41,351   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                 |          |   |      |   |          |  
|Amortization and write off of film inventories                                              |  |                                 | 139,890  |   |      |   | 155,755  |  
|Stock compensation expense                                                                  |  |                                 | 409      |   |      |   | 15,187   |  
|Depreciation and amortization                                                               |  |                                 | 4,214    |   |      |   | 6,316    |  
|Change in operating assets and liabilities:                                                 |  |                                 |          |   |      |   |          |  
|Trade accounts receivable                                                                   |  |                                 | 32,621   |   |      |   | 5,602    |  
|Receivables from employees                                                                  |  |                                 | 657      |   |      |   | 474      |  
|Receivable from/payable to affiliate, net                                                   |  |                                 |         |   |      |   | 416,263  |  
|Film inventories                                                                            |  |                                 | (373,760 | ) |      |   | (201,616 | )
|Other assets                                                                                |  |                                 | (3,756   | ) |      |   | (18,934  | )
|Deferred taxes, net                                                                         |  |                                 |         |   |      |   | 27,359   |  
|Accounts payable and accrued expenses                                                       |  |                                 | 69,339   |   |      |   | (13,095  | )
|Income taxes, net                                                                           |  |                                 |         |   |      |   | (21,571  | )
|Advances and unearned revenue                                                               |  |                                 | (23,218  | ) |      |   | (11,792  | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash provided by (used in) operating activities                                         |  |                                 | (12,613  | ) |      |   | 401,299  |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Investing activities                                                                        |  |                                 |          |   |      |   |          |  
|Purchases of property, plant, and equipment                                                 |  |                                 | (270     | ) |      |   | (3,733   | )
|Purchases of short-term investments                                                         |  |                                 |         |   |      |   | (21,250  | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash used in investing activities                                                       |  |                                 | (270     | ) |      |   | (24,983  | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Financing activities                                                                        |  |                                 |          |   |      |   |          |  
|Net transfers to DreamWorks Studios                                                         |  |                                 | (82,497  | ) |      |   |         |  
|Repayment of bank debt                                                                      |  |                                 |         |   |      |   | (27,772  | )
|Increase in bank borrowings and other debt                                                  |  |                                 |         |   |      |   | 4,597    |  
|Increase in debt allocated from DreamWorks Studios                                          |  |                                 | 44,086   |   |      |   |         |  
|Payments on capital leases                                                                  |  |                                 | (487     | ) |      |   | (593     | )
|Receipts from exercises of stock options                                                    |  |                                 |         |   |      |   | 2,822    |  
|Purchases of treasury stock                                                                 |  |                                 |         |   |      |   | (6,119   | )
|Universal Studios and other advances                                                        |  |                                 | 51,744   |   |      |   |         |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Net cash provided by (used in) financing activities                                         |  |                                 | 12,846   |   |      |   | (27,065  | )
|                                                                                            |  |                                 |          |   |      |   |          |  
|Increase (decrease) in cash and cash equivalents                                            |  |                                 | (37      | ) |      |   | 349,251  |  
|Cash and cash equivalents at beginning of period                                            |  |                                 | 41       |   |      |   | 63,134   |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                                  |  | $                               | 4        |   |      | $ | 412,385  |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Supplemental disclosure of cash flow information:                                           |  |                                 |          |   |      |   |          |  
|Cash paid during the period for income taxes(1)                                             |  | $                               | 1,784    |   |      | $ | 27,863   |  
|                                                                                            |  |                                 |          |   |      |   |          |  
|Cash paid during the period for interest, net of amounts capitalized(1)                     |  | $                               | 14,427   |   |      | $ | 8,974    |  
|                                                                                            |  |                                 |          |   |      |   |          |  

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|(1) | Payments for income taxes and interest prior to the Separation were paid by DreamWorks
Studios on behalf of the Company and do not necessarily reflect what the Company would have paid had it been a stand-alone company.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Basis of Presentation



Business



DreamWorks Animation (the Company) has been developing and producing animated films as a division of DreamWorks L.L.C. (DreamWorks
Studios) since its formation in 1994. On October 27, 2004 (the Separation Date), the Company was spun off from DreamWorks Studios. As a result of the separation from DreamWorks Studios (the Separation), the assets
and liabilities that comprised the animation business of DreamWorks Studios were transferred to DreamWorks Animation SKG, Inc., the entity through which the Company now conducts it business. Immediately thereafter, the Company sold shares to the
public as a part of an initial public offering that closed November 2, 2004. The consolidated financial statements of DreamWorks Animation SKG, Inc. present the stand-alone financial position, results of operations, and cash flows of the
animation businesses and activities of DreamWorks Studios and its consolidated subsidiaries on a combined basis up through the Separation Date, and the consolidated financial position, results of operations and cash flows of DreamWorks Animation
SKG, Inc. thereafter. In the accompanying consolidated financial statements and footnotes, DreamWorks Animation or the Company are terms used interchangeably to refer to DreamWorks Animation SKG, Inc. as well as its
predecessor. The businesses and activities of DreamWorks Studios animation business included the development, production and exploitation of animated films in the domestic and international theatrical, home video, television and other markets,
as well the activities of its consumer products division. DreamWorks Studios is a limited liability company that, prior to the Separation Date, engaged primarily in the businesses of development, production and distribution of live action and
animated feature films. The consolidated financial statements of the Company prior to the Separation Date reflect all adjustments, including allocations of costs incurred by DreamWorks Studios, necessary for a fair presentation of the operations of
the Company. After the Separation Date, the consolidated financial statements of the Company include the accounts of DreamWorks Animation SKG, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been
eliminated.



Upon the Separation, the Company authorized three
classes of common stock which are identical and generally vote together on all matters, except that the Class A common stock and the Class C common stock each carry one vote per share, whereas the Class B common stock carries 15 votes per
share. In addition, the Class C common stock, voting separately as a class, has the right to elect one director. The Class A, Class B and Class C common stock each have a par value of $.01 per share and authorized shares of 350 million,
150 million and one, respectively.



Upon the Separation,
DreamWorks Studios and DreamWorks Animation are effectively under common ownership and control.



In connection with the Separation, the Company assumed $325 million of debt that DreamWorks Studios had borrowed under its revolving credit facility and
$80 million of subordinated debt DreamWorks Studios owed to Home Box Office, Inc. (HBO). In addition, the Company borrowed $101.4 million under a new revolving credit facility to repay an equivalent amount of debt of DreamWorks Studios.



In connection with the Separation, DreamWorks Studios
contributed to the Company its interests in Pacific Data Images, Inc. (PDI) and its subsidiary, Pacific Data Images LLC (PDI LLC). Prior to the contribution, PDI was an approximately 90% owned subsidiary of DreamWorks
Studios. PDIs sole asset was its 60% ownership interest in PDI LLC. The remaining 40% interest in PDI LLC was owned directly by DreamWorks Studios. As part of the contribution, DreamWorks Studios contributed its 40% interest in PDI LLC to the
Company in exchange for shares of Class A Common stock of the Company. Both DreamWorks Studios and the minority stockholders of PDI received shares of the Companys Class A common stock pursuant to the merger.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As a result of these transactions, PDI became a wholly owned subsidiary of the Company and PDI LLC became a wholly owned subsidiary of PDI.



The acquisition of the approximately 10% minority interest in PDI has been
accounted for as a purchase of minority interest and, accordingly, the Company recorded goodwill for the purchase price over the fair value of the assets acquired of $7.8 million.



Effective October 2004, the Company entered into the Distribution Agreement (the Distribution Agreement) with
DreamWorks Studios. Pursuant to the Distribution Agreement, the Company has granted DreamWorks Studios the exclusive right to distribute, throughout the world, all of the animated feature films that it delivers to DreamWorks Studios through the
later of (i) delivery of 12 animated feature films, beginning with Shark Tale,or (ii) December 31, 2010. DreamWorks Studios is responsible for (1) the domestic and international theatrical exhibition of the Companys
films, (2) the domestic and international home video exhibition of the Companys films and direct-to-video pictures, (3) the domestic and international television licensing of the Companys films, including pay-per-view, pay
television, network, basic cable and syndication, and (4) non-theatrical exhibition of the Companys films, such as on airlines, in schools and in armed forces institutions. DreamWorks Studios was also granted Internet, radio (for
promotional purposes only) and new media rights with respect to the Companys films. The Company has retained all other rights to exploit the films, including the right to make sequels, commercial tie-in and promotional rights with respect to
each film, as well as merchandising, interactive, literary publishing, music publishing, soundtrack, radio, legitimate stage and theme park rights.



Pursuant to the Distribution Agreement, DreamWorks Animation is responsible for all of the costs of developing and producing its animated feature films,
and for contingent compensation and residual payments. DreamWorks Studios is generally responsible for all out-of-pocket costs, charges and expenses incurred in the distribution (including prints and the manufacture of home video units),
advertising, marketing, publicizing and promotion of the films, and has agreed to make distribution expenditures consistent with historical levels with respect to its films. The Distribution Agreement also provides that DreamWorks Studios is
entitled to (1) retain a fee of 8.0% of revenue (without deduction of any distribution or marketing costs, and third-party distribution and fulfillment services fees) and (2) recoup all of its distribution and marketing costs prior to the
Company recognizing any revenue.



Upon the Separation, the
Company entered into a services agreement with DreamWorks Studios (the Services Agreement) that provides for certain services to be provided to the Company by DreamWorks Studios, including risk management, information systems management,
payroll, legal and certain business affairs advisory, human resources administration, procurement, corporate aircraft services and other general support services. The Services Agreement also provides that the Company will provide certain services
for DreamWorks Studios including information technology procurement and office space and facilities management services. The Services Agreement requires, with the exception of corporate aircraft services, both parties to reimburse the other party
for its actual costs incurred, plus 5%. The cost of corporate aircraft services is reimbursed pursuant to the maximum amount permitted under the Federal Aviation Administration time-sharing regulations.



In November 2004, the Company issued shares of Class A common stock and
received approximately $635.5 million in net proceeds from the closing of its initial public offering after deducting underwriting discounts, and commissions and offering expenses. From those net proceeds the Company repaid the $325 million of debt
assumed with respect to DreamWorks Studios revolving credit facility and $30 million of the $80 million assumed with respect to DreamWorks Studios subordinated debt owed to HBO. Later in the fourth quarter of 2004, the Company also repaid the $101.4
million of debt borrowed under its revolving credit facility to fund the acquisition of its library of films from DreamWorks Studios.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Basis of Presentation



The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring
items, which in the opinion of management are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or
for any future period.



The preparation of consolidated
financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to provisions for future returns on home video product, uncollectible receivables, the useful lives of
long-lived assets including property and equipment, goodwill, income taxes and contingencies. In addition, the Company uses assumptions when employing the Black-Scholes option valuation model to estimate the fair value of stock options granted. The
Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily
available from other sources. Actual results may differ from these estimates.



These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended December 31,
2004.



Certain amounts in prior years balance sheet and
statement of cash flows have been reclassified to conform to the current year presentation.



Stock-Based Compensation



In December 2004, the Financial Accounting Standards Board (FASB) issued FAS No. 123 (revised 2004), Share-Based Payment (FAS 123R), which establishes standards for transactions in which an entity
exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This
eliminates the exception to account for such awards using the intrinsic method previously allowable under Accounting Principles Board Opinion No. 25, Accounting for Stock issued to Employees (APB 25). In March 2005, the
Securities and Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) 107, Share-Based Payment, which expresses views of the SEC Staff about the application of FAS 123R. FAS 123R was to be effective for interim or
annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that FAS 123R is effective for annual reporting periods beginning on or after June 15, 2005.



The Company elected to adopt FAS 123R as of January 1, 2005. FAS 123R
offers alternative adoption methods. The Company has elected to use the modified prospective transition method and has not restated prior periods. Under this method, the Company has recognized compensation costs for equity awards to employees based
on their grant-date fair value from January 1, 2005. Measurement and attribution of compensation cost for equity awards that were granted to employees prior to, but not vested as of January 1, 2005, were based on the same estimate of the
grant-date fair value and the same attribution method that we used previously for financial statement pro forma disclosure purposes under the provisions of FAS No. 123, Accounting for Stock-Based Compensation (FAS 123). For
those equity awards to employees granted or settled after January 1, 2005, compensation cost will be measured and recognized in the financial statements in accordance with the provisions of FAS 123R.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In connection with the Separation, the Company issued various equity awards to its employees. As of
December 31, 2004, the Company had recorded deferred compensation costs, net of amortization, of $32.2 million (determined based on grant-date fair value) related to unvested restricted stock awards to its employees. Prior to January 1,
2005, the Company followed the provisions of FAS 123 and provided the required pro forma disclosures and, as allowed under FAS 123, had been following the intrinsic value method set forth in APB 25 for stock option awards granted to employees at the
Separation and the Companys initial public offering.



Upon adoption of FAS 123R, as of January 1, 2005, the Company reversed the deferred compensation costs, net of amortization of $32.2 million, with a corresponding reduction to the Companys Additional Paid-In Capital. Compensation
cost related to unvested restricted stock awards granted to employees continues to be recognized on a straight-line basis over a four to seven year period with a corresponding increase to the Companys Additional Paid-In Capital.



The Company granted approximately 150,000 and 1,266,000 shares of restricted
stock awards to employees with a weighted average fair value per share of $27.58 and $35.16 in the three months and nine months ended September 30, 2005, respectively. Approximately 1,021,000 of these restricted stock awards were granted to
certain named executive officers. The vesting of these awards is subject to the achievement of certain cumulative performance goals over a four-year period as set by the Compensation Committee of the Companys Board of Directors (the
Compensation Committee). In addition to the achievement of the cumulative four-year performance goals, the vesting of the individual awards is further subject to the completion of a required service period ranging from four to seven
years. Management currently believes that it is probable that these performance goals will be achieved and, accordingly, has recorded compensation costs for these awards for both the three and nine months ended September 30, 2005.



Upon adoption of FAS 123R, beginning January 1, 2005, the Company is
no longer using the intrinsic value method of accounting for stock option awards granted to Company employees. The Company is now recognizing compensation costs for stock option awards to employees based on their grant-date fair value from
January 1, 2005. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, consistent with the provisions of FAS 123R and SAB 107. Primary input assumptions used to estimate the
fair value of stock options include the grant price of the award, the companys dividend yield, volatility of the companys stock, the risk-free interest rate, and expected option term. Estimates of the fair value of stock options are not
intended to predict actual future events of the value ultimately realized by employees who receive stock option awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company under
FAS 123R.



For stock options granted to employees at the
Separation and the initial public offering, which were the only such awards granted prior to January 1, 2005, the weighted average fair value was $13.40. Values were estimated using a zero dividend yield, expected volatility of 50%, risk free
interest rate range of 2.23% to 3.78% and a weighted average expected lives of 5.5 years. The weighted average fair value per share of stock options granted to employees for the three months and nine months ended September 30, 2005 was $14.91
and $21.67, respectively. Values were estimated using a zero dividend yield, expected volatility of 50%, and a risk free interest rate range of 3.62% to 4.10%. As permitted by SAB 107, the Company determined the weighted average expected lives as
being equal to the average of the vesting term and contractual term of each stock option granted. The Company granted approximately 101,000 and 867,000 shares underlying stock option awards to employees during the three months and nine months ended
September 30, 2005, approximately 690,000 of which related to the grant of stock options with performance criteria for certain named executive officers. Compensation costs were recorded for these awards in the period as management determined it
was probable that the objective performance goals over a four-year performance period set by the Compensation Committee will be achieved.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



In addition to the awards described above, in January 2005, additional performance compensation
awards with respect to approximately 1,021,000 shares of Common Stock were granted to certain named executive officers. No compensation costs were recorded for these awards in the period as management has currently determined that it is not probable
that the objective performance goals over a four-year performance period set by the Committee will be achieved.



As required by FAS 123R, management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected
to vest. The impact on previously reported pro forma disclosures under FAS 123 where forfeitures were recognized as incurred is not material and therefore the Company did not record an adjustment for a cumulative effect of this accounting change. As
of September 30, 2005, the total compensation cost related to unvested equity awards granted to employees but not yet recognized was approximately $87.4 million. This cost will be amortized on a straight-line basis over a weighted average of
4.7 years.



The Company recorded stock compensation
expense of $5.3 million and $15.2 million for the three months and nine months ended September 30, 2005, compared to a stock compensation expense of $1.7 million and $0.4 million for the three months and nine months ended September 30,
2004. The compensation cost recorded for the nine month period ended September 30, 2004 reflected a reduction in the redemption value of the underlying awards which were subject to the variable accounting of APB 25.



Changes to the Companys underlying stock price or satisfaction of
performance criteria for performance-based awards granted to employees could significantly impact compensation expense to be recognized in 2005 and future periods. In addition, future grants of equity awards will result in additional compensation
expense in 2005 and future periods.



Recent Accounting Pronouncements



In March 2004, the FASB ratified the measurement and
recognition guidance and certain disclosure requirements for impaired securities as described in Emerging Issues Task Force (EITF) Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments. In November 2005, the FASB issued FASB Staff Position FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments(the FSP). The FSP nullifies certain
requirements of EITF Issue 03-1 and supersedes EITF Topic D-44, Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.The FSP addresses the determination as to when an
investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. The FSP also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and
requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The FSP is effective for reporting periods beginning after December 15, 2005. The Company believes that the adoption of the FSP
will not have a material effect on its results of operations, financial position or cash flows.



In May 2005, the FASB issued FAS No. 154, Accounting Changes and Error Corrections, a replacement of Accounting Principles Board Opinion
No. 20, Accounting Changes, and FAS No. 3, Reporting Accounting Changes in Interim Financial Statements (FAS 154). FAS 154 changes the requirements for the accounting for, and reporting of, a change in
accounting principle (including voluntary changes). Previously, changes in accounting principles were generally required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. FAS 154 requires
retrospective application to prior periods financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



change. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the statement does not change the
transition provisions of any existing accounting pronouncements. The Company will adopt this pronouncement beginning in fiscal year 2006 and does not believe adoption of FAS 154 will have a material effect on its financial position, cash flows or
results of operations.



2. Short-Term Investments



The Company invests in auction rate securities (ARS). ARS
generally have long-term maturities; however, these investments have characteristics similar to short-term investments because at predetermined intervals, generally every 28 to 49 days, interest is paid and rates are reset through a new auction
process. The Company classifies ARS as short-term investments and these securities are intended to be available to meet current cash requirements. Investment securities classified as available-for-sale are reported at fair market value, and net
unrealized gains or losses are recorded in accumulated other comprehensive loss, a separate component of stockholders equity, net of taxes. Any gains or losses on sales of investments are computed based upon specific identification. The
Company has no realized gains or losses on ARS for all periods presented. Management evaluates investments on a regular basis to determine if an other-than-temporary impairment has occurred.



3. Earnings Per Share Data



Basic per share amounts exclude dilution and are computed using the weighted
average number of common shares outstanding for the period. Unless the effects are anti-dilutive, diluted per share amounts reflect the potential reduction in earnings per share that could occur if equity based awards were exercised or converted
into common stock. For the three months and nine months ended September 30, 2004, basic per share amounts are calculated using the number of shares of common stock outstanding immediately following the Separation, but not including the shares
issued in our initial public offering, as if such shares were outstanding for the entire period. For the three months and nine months ended September 30, 2005, basic per share amounts are calculated using the weighted average number of common
shares outstanding during the period.



For the three months and
nine months ended September 30, 2004, diluted per share amounts are calculated using the number of shares of common stock outstanding immediately following the Separation, but not including the shares issued in the Companys initial public
offering, as if such shares were outstanding for the entire period, plus the impact of 487,000 shares of Class A common stock which underlie equity based compensation awards converted at the Separation. For the three months and nine months
ended September 30, 2005, diluted per share amounts are calculated using the weighted average number of common shares outstanding during the period and, if dilutive, potential common shares outstanding during the period. Potential common shares
include unvested restricted stock and common shares issuable upon exercise of stock options using the treasury stock method. For the three months ended September 30, 2005, 994,000 potential common shares were not included in the calculation of
diluted per share amounts because they were anti-dilutive. For the three months and nine months ended September 30, 2005, options to purchase 690,000 shares of common stock, 1,021,000 shares of unvested restricted stock, and 1,021,000
performance stock awards granted to certain named executive officers were not included in the calculation of diluted per share amounts because the number of shares ultimately issued is contingent upon the Companys performance against measures
established for the performance period.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table sets forth the computation of basic and diluted net income per share (in
thousands except per share amounts):



|                                                                      |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|--------------------------------------------------------------------- |  | -------------------------------- | ------ | ---- | ------------------------------- | ------- | ---- |  | ---- | ------- |  | - | -------
|                                                                      |  | Three Months Ended September 30, |        |      | Nine Months Ended September 30,
|                                                                      |  | 2004                             |        | 2005 |                                 |         | 2004 |  | 2005
|Numerator:                                                            |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Net income                                                            |  | $                                | 20,313 |      | $                               | (656    | )    |  | $    | 140,991 |  | $ | 41,351 
|Denominator:                                                          |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Weighted average common shares and denominator for basic calculation  |  |                                  | 76,636 |      |                                 | 103,092 |      |  |      | 76,636  |  |   | 103,055
|                                                                      |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Weighted average effects of dilutive equity-based compensation awards |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Employee stock options                                                |  |                                  | 457    |      |                                 |        |      |  |      | 457     |  |   | 363    
|Unvested restricted shares                                            |  |                                  | 30     |      |                                 |        |      |  |      | 30      |  |   | 909    
|                                                                      |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Denominator for diluted calculation                                   |  |                                  | 77,123 |      |                                 | 103,092 |      |  |      | 77,123  |  |   | 104,327
|                                                                      |  |                                  |        |      |                                 |         |      |  |      |         |  |   |        
|Net income per sharebasic                                            |  | $                                | 0.27   |      | $                               | (0.01   | )    |  | $    | 1.84    |  | $ | 0.40   
|Net income per sharediluted                                          |  | $                                | 0.26   |      | $                               | (0.01   | )    |  | $    | 1.83    |  | $ | 0.40   



4. Advances



DreamWorks Studios has received advances from HBO against license fees
payable for future film product under an exclusive 10-year domestic pay television license agreement between HBO and DreamWorks Studios. Since the advances are identified for each film, the Company has been allocated the portion of the advances
related to its animated features. During the three months and nine months ended September 30, 2005, the Company recognized as revenue $13.6 million and $14.2 million of such advances, representing a portion of the license fee due from HBO upon
availability of the underlying films. The Company recognized no revenue and $6.2 million as revenue for the three and nine months ended September 30, 2004. As of December 31, 2004 and September 30, 2005, there were $16.9 million and $2.7
million, respectively, in unrecognized advances from HBO. DreamWorks Studios and the Company are obligated to refund the advances if the advances exceed the license fees earned by the films in accordance with the HBO agreement.



In the normal course of business, the Company receives advances for licensing
of the Companys animated characters from various customers on a worldwide basis. As of December 31, 2004 and September 30, 2005, the Company had unearned licensing advances of $10.6 million and $9.8 million, respectively.



5. Film Inventories



The following is an analysis of film inventories (in thousands):



|                                   |  |                   |         |                    |   |        
|---------------------------------- |  | ----------------- | ------- | ------------------ | - | -------
|                                   |  | December 31, 2004 |         | September 30, 2005
|In development:                    |  |                   |         |                    |   |        
|Animated feature films             |  | $                 | 42,531  |                    | $ | 48,390 
|In production:                     |  |                   |         |                    |   |        
|Animated feature films             |  |                   | 254,940 |                    |   | 215,938
|Completed, not released:           |  |                   |         |                    |   |        
|Animated feature films             |  |                   |        |                    |   | 75,141 
|In release, (net of amortization): |  |                   |         |                    |   |        
|Animated feature films             |  |                   | 221,048 |                    |   | 226,318
|Television series                  |  |                   | 1,407   |                    |   |       
|                                   |  |                   |         |                    |   |        
|Total film inventories             |  | $                 | 519,926 |                    | $ | 565,787
|                                   |  |                   |         |                    |   |        



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company anticipates that 84% of in release inventory as of September 30, 2005
will be amortized over the next three years. The Company further anticipates that 38% of in release inventory will be amortized over the next twelve months. These estimates of future amortization do not include Wallace and Gromit:
Curse of the Were-Rabbit which was released on October 7, 2005.



Interest capitalized to film inventories during the three months ended September 30, 2004 and 2005 totaled $2.1 million and $1.7 million, respectively. Capitalized interest for the nine months ended September 30, 2004 and 2005
totaled $5.8 million and $5.4 million, respectively.



6. Financing
Arrangements



Animation Campus
Financing.    In May 1996, DreamWorks Animation entered into an agreement with a financial institution for the construction of an animation campus in Glendale, California, and the subsequent lease of the facility upon its
completion in early 1998. The lease on the property, which was acquired and financed by the financial institution for $76.5 million, qualified as an operating lease for the Company. In March 2002, the Company renegotiated the lease through the
creation of a special-purpose entity that acquired the property from the financial institution for $73.0 million and the special-purpose entity leased the facility to the Company for a five-year term. This transaction was structured to qualify as an
operating lease and obligated the Company to provide a residual value guarantee of approximately $61.0 million. The entire amount of the obligation, $73.0 million at September 30, 2005, is due and is payable in March 2007. In connection with
the adoption of FASB Interpretation No. 46 Consolidation of Variable Interest Entities (FIN 46), the special-purpose entity has been consolidated by the Company as of December 31, 2003.



Production Financing.    In October 2003, the
Company entered into an agreement to acquire an animated film that was in production. Pursuant to the acquisition agreement, the Company was obligated to pay approximately $46.8 million, cumulative, to acquire substantially all distribution rights
to the film. Of this amount, $34.9 million and $46.8 million had been paid as of December 31, 2004, and September 30, 2005, respectively. In connection with the acquisition, DreamWorks Studios entered into loan agreements for the financing
of the production costs of up to approximately $29.3 million, and on June 15, 2005 repaid the loans in full.



Universal Studios Advance.    In prior years, DreamWorks Studios entered into several agreements with Vivendi Universal
Entertainment LLLP (Universal) and its affiliates to provide international theatrical distribution and international and domestic home video fulfillment services. In 2001, DreamWorks Studios amended and extended its agreements with
Universal (the 2001 Universal Agreement). In accordance with the 2001 Universal Agreement, DreamWorks Studios received an advance against amounts due to DreamWorks Studios based on the projected net receipts, as defined, of pictures in
release and certain pictures in production or pre-production (the 2001 Advance). DreamWorks Studios is required to provide to Universal quarterly estimates of projected cash receipts, net of projected expenses, distribution and service
fees, due to DreamWorks Studios from Universal in the markets where Universal provides distribution and fulfillment services (the Pipeline Estimate).



In October 2003, DreamWorks Studios entered into a new amended and restated agreement with Universal (the 2003
Universal Agreement). The 2003 Universal Agreement extends the terms of the international theatrical distribution and international and domestic home video fulfillment services agreements until December 31, 2010, with an option for
Universal to extend the term for an additional one or two years if certain performance thresholds are not met. Pursuant to the 2003 Universal Agreement, DreamWorks Studios retains responsibility for all direct distribution costs and Universal
receives a fee for distribution and fulfillment services.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Pursuant to the 2003 Universal Agreement, Universal agreed to pay to DreamWorks Studios an additional
advance of $75 million (the 2003 Advance), of which $37.5 million was received in December 2003 and $37.5 million was received in March 2004. The entire 2003 Advance is based on projected net receipts, as defined, of the Companys
animated features released subsequent to December 31, 2002 and of certain animated pictures in production or pre-production. As a result, 100% of the 2003 Advance has been allocated to the Company and is included in Universal Studios advance in
the accompanying consolidated balance sheets. The 2003 Advance bears interest at a rate of 8.75% per annum.



If future Pipeline Estimates fall below the levels required to maintain the maximum advance (which, as of September 30, 2005, would be $86.2
million), the excess advance must be repaid within five business days. The advances are otherwise not recoupable or refundable until the earlier of a payment default or termination of the Universal Agreements. Management does not expect any amounts
to be payable in 2005.



In the event that the Distribution
Agreement with DreamWorks Studios is terminated, the Company remains subject to the terms of the DreamWorks Studios 2003 Universal Agreement, including the obligation to pay distribution fees and to pay distribution expenses as they are
incurred. The Company will not have the right to terminate the 2003 Universal Agreement unless and until (i) DreamWorks Studios has repaid all amounts it owes to Universal Studios, including in respect of investments and advances which
aggregate $175 million as of December 31, 2004, (ii) the Company has repaid all amounts owed to Universal Studios, and (iii) Universal Studios has received an aggregate of $75 million of net proceeds from the sale of shares of the
Companys common stock.



Revolving Credit
Facility.    In connection with the Separation, the Company entered into a five-year $200 million revolving credit facility with a number of banks. The credit facility is secured by substantially all of the Companys
assets. Interest on borrowed amounts is determined either at a floating rate of LIBOR plus 1.75% or the alternate base rate (which is generally the prime rate) plus 0.75% per annum. In addition, the Company is required to pay a commitment fee
on undrawn amounts at an annual rate of 0.50% on any date when more than $100 million is outstanding under the credit facility and 0.75% on any other date. The credit agreement requires the Company to maintain certain financial ratios.



The Company borrowed $101.4 million on the credit facility in October 2004
to repay an equivalent amount of debt of DreamWorks Studios assumed in connection with the Separation. In November 2004, the Company repaid the entire outstanding balance. As of September 30, 2005 there were no borrowings on the credit
facility.



HBO Subordinated
Notes.    In connection with the Separation, the Company assumed $80 million of subordinated notes issued by DreamWorks Studios in December 2000 pursuant to a subordinated loan agreement, $30 million of which was repaid with
the proceeds from the Companys initial public offering. The subordinated notes bear interest in amount equal to the Eurodollar rate plus 0.50% per annum and are due in November 2007. The subordinated notes are secured by a lien in favor
of HBO that is junior to the security interest in certain exhibition rights related to DreamWorks Studios films. The subordinated notes are recorded net of a discount of $3.1 million, which is to be amortized to interest expense over the remaining
term of the subordinated loan agreement. In the event that DreamWorks Studios ceases to be the Companys distributor, the Company remains obligated to continue to license its films to HBO under the terms of DreamWorks Studios license
agreement with HBO. The terms of the notes require the Company to maintain certain financial ratios.



As of September 30, 2005 the Company was in compliance with all applicable debt covenants.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



7. Related Party Transactions



Pursuant to the Distribution Agreement with DreamWorks Studios, the Company incurred distribution fees of $13.9 million and
$44.7 million, respectively, during the three months and nine months ended September 30, 2005.



Pursuant to the Services Agreement, the Company incurred costs from DreamWorks Studios for the three months and nine months ended September 30, 2005
of $2.5 million and $7.9 million, respectively, and DreamWorks Studios incurred costs from the Company for the three months and nine months ended September 30, 2005 of $0.6 million and $4.3 million, respectively.



For the nine months ended September 30, 2005, the distribution and
marketing expenses (including distribution fees) incurred by DreamWorks Studios exceeded the revenues recorded for Shrek 2 primarily related to its worldwide home video distribution, including provisions for returns of home video units in
excess of amounts previously estimated by DreamWorks Studios. Pursuant to the Distribution Agreement, DreamWorks Studios is responsible for all costs incurred in the distribution of the Companys films and is entitled to recoup these
distribution and marketing expenses incurred for Shrek 2 before the Company can record any additional revenue from the exploitation of this film. As a result, DreamWorks Studios must recoup approximately $36.9 million of Shrek 2
distribution and marketing costs in future periods before the Company recognizes any additional revenues from its exploitation under the Distribution Agreement.



As of December 31, 2004, the Company had a receivable from DreamWorks Studios of approximately $385.4 million and as of September 30, 2005, a
payable to DreamWorks Studios of approximately $30.8 million which primarily relates to the Distribution Agreement. Under the terms of the Distribution Agreement, DreamWorks Studios may only deduct from its calculation of receipts due to the Company
actual returns reported by its sub-distributors and generally remits cash in excess of revenues recorded by the Company during the initial periods of a home video release. As of September 30, 2005, the Company anticipates that total returns
from Shrek 2will exceed the actual returns reported to date for this title, and therefore, anticipates a future adjustment to the calculated worldwide home video receipts (but not previously recorded revenues) from Shrek 2that will
result in a refund to DreamWorks Studios in subsequent periods.



The Company has made loans to certain of its employees pursuant to various notes receivable arrangements. These arrangements require interest to be paid at rates ranging from 0% to 5.68%. Payments are due under terms ranging from 1 to 10
years. Amounts due at December 31, 2004 and September 30, 2005, are reflected in Receivables from employees in the accompanying consolidated balance sheets. Interest income associated with these notes receivable for the three months and
nine months ended September 30, 2004 and 2005, respectively, was not material. As of September 30, 2005, the Company had no loans outstanding to named executive officers.



The Company provides services to DreamWorks Studios related to the licensing of products based on DreamWorks Studios
films and characters in such films. For the three months and nine months ended September 30, 2004 and 2005, revenues earned from licensing activities on behalf of DreamWorks Studios were not material.



The Company has an arrangement with an affiliate of a stockholder to share
tax benefits generated by the stockholder. See Note 10.



8. Significant
Customer, Segment and Geographic Information



For the
three months and nine months ended September 30, 2004, Universal Studios represented 77% and 44% of total revenue, respectively. If the Distribution Agreement had not been in effect, Universal Studios would have represented 56% and 64% of
revenues, for the three and nine months ended September 30, 2005.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company operates in a single segment: the production and distribution of animated films. Revenues
attributable to foreign countries were approximately $11.6 million and $82.0 million, respectively, for the three months and nine months ended September 30, 2005, and $201.7 million and $278.6 million for the three months and nine months ended
September 30, 2004. Long-lived assets located in foreign countries were not material.



Pursuant to the terms of the distribution agreements in place at DreamWorks Studios, whereby DreamWorks Studios has not been responsible for collecting foreign currency, there is a relatively short period between
revenue recognition and cash payment. DreamWorks Studios generally has not used foreign currency swap transactions to hedge foreign currency exchange risks associated with these distribution agreements.



The following is an analysis of the Companys revenue by film (in
thousands):



|                                    |  |                                 |         |                                 |      |   |        |  |      |         |  |   |        
|----------------------------------- |  | ------------------------------- | ------- | ------------------------------- | ---- | - | ------ |  | ---- | ------- |  | - | -------
|                                    |  | Three Months EndedSeptember 30, |         | Nine Months Ended September 30,
|                                    |  | 2004                            |         |                                 | 2005 |   | 2004   |  | 2005
|Sinbad: Legend of the Seven Seas(1) |  | $                               | (813    | )                               |      | $ | 34     |  | $    | 20,046  |  | $ | 2,713  
|Shrek 2                             |  |                                 | 194,926 |                                 |      |   | 2,626  |  |      | 430,234 |  |   | 17,122 
|Shark Tale                          |  |                                 |        |                                 |      |   | 10,344 |  |      |        |  |   | 152,535
|Madagascar                          |  |                                 |        |                                 |      |   | 64,620 |  |      |        |  |   | 76,263 
|Film Library / Other(2)             |  |                                 | 38,480  |                                 |      |   | 9,101  |  |      | 123,431 |  |   | 38,787 
|Television Series                   |  |                                 | 8,750   |                                 |      |   | 382    |  |      | 8,750   |  |   | 2,001  
|                                    |  |                                 |         |                                 |      |   |        |  |      |         |  |   |        
|                                    |  | $                               | 241,343 |                                 |      | $ | 87,107 |  | $    | 582,461 |  | $ | 289,421
|                                    |  |                                 |         |                                 |      |   |        |  |      |         |  |   |        

---

|(1) | During the three month period ended September 30, 2004, the Company had a change in
estimate which reduced Sinbad: Legend of the Seven Seasdomestic and international home video revenues after receiving updated information from Universal that reflected higher domestic and international home video returns than had
originally been anticipated. This change in estimate reduced film revenues by $1.6 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Primarily includes film library revenue from Antz, Prince of Egypt, The Road to El Dorado,
Chicken Run, Joseph: King of Dreams, ShrekandSpirit: Stallion of the Cimmaron
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9. Accrued Liabilities



Accrued liabilities consists of the following (in thousands):



|                             |  |                  |        |                    |   |       
|---------------------------- |  | ---------------- | ------ | ------------------ | - | ------
|                             |  | December 31,2004 |        | September 30, 2005
|Salaries and benefits        |  | $                | 7,022  |                    | $ | 5,738 
|Participations and residuals |  |                  | 32,692 |                    |   | 23,448
|Production costs             |  |                  | 6,443  |                    |   | 1,354 
|Occupancy                    |  |                  | 9,844  |                    |   | 9,548 
|Other accrued liabilities    |  |                  | 9,536  |                    |   | 9,381 
|                             |  |                  |        |                    |   |       
|                             |  | $                | 65,537 |                    | $ | 49,469
|                             |  |                  |        |                    |   |       



The Company
anticipates that approximately 52% of participation costs accrued as of September 30, 2005 will be paid over the next twelve months.



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



10. Income Taxes



Effective as of the Separation, the Company is taxed at regular corporate rates. Deferred tax assets and liabilities are recognized for the tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be
applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset valuation allowance will be recorded if it is more likely than not that all or a portion of the recorded
deferred tax assets will not be realized.



As of
December 31, 2004, the Company recorded net deferred tax assets of approximately $93.3 million, which represented tax deductions expected to be available in 2005 and 2006, which can be carried back against 2004 taxable income. During the
quarter ended September 30, 2005, the Company filed its Federal income tax return for the period from October 27, 2004 to December 31, 2004 (2004 Federal tax return). The taxable income amount as filed in the 2004 Federal
tax return was less than the taxable income amount used to compute the 2004 income tax provision, due principally to higher film amortization and larger deductions pertaining to permanent items. The reduction of taxable income in 2004 resulted in
lower realization of future income tax deductions, which are realizable by carrying them back against the reduced 2004 taxable income. Accordingly, an increase in the deferred tax valuation allowance of $10.2 million was recorded during the quarter
pertaining to deferred tax assets that existed as of the beginning of 2005. This amount was partially offset by a reduction in current taxes payable, net of reserves for tax contingencies, of approximately $6.0 million.



The Company currently anticipates that its effective tax rate for the year
ending December 31, 2005 will be approximately 27%, excluding the effects of the adjustment noted above. The reduction in the rate as compared to the statutory rate is due primarily to permanent deductions pertaining to tax benefits earned
outside the United States and qualified manufacturing activities under the American Jobs Creation Act of 2004, and the reduction of deferred tax valuation allowances triggered by the Companys expectation of taxable income in 2005.



For the three months and nine months ended September 30, 2005, the
Company recorded an income tax expense of $16.9 million and of $24.8 million, respectively, or an effective tax rate of 125% and 33%, respectively. The difference between the taxes that would have been recorded using an annual effective tax rate of
27% and the recorded tax expenses are due to charges, discussed above, aggregating approximately $4.2 million that were recorded during the quarter ended September 30, 2005 associated with the filing of the Companys 2004 Federal tax
return. For the three months and nine months ended September 30, 2004, the Company was not subject to federal income taxes but recorded tax expense of $1.3 million and $1.8 million, respectively, for foreign withholding and state franchise
taxes.



At the time of the Separation, affiliates controlled by
a stockholder entered into a series of transactions that resulted in a partial increase in the tax basis of the Companys tangible and intangible assets (Tax Basis Increase). This Tax Basis Increase is expected to reduce the amount
of tax that the Company may pay in the future, to the extent that the Company generates taxable income in sufficient amounts in the future. The Company is obligated to remit to the stockholders affiliate 85% of any such cash savings in U.S.
Federal income tax and California franchise tax and certain other related tax benefits, subject to repayment if it is determined that these savings should not have been available to the Company. At the time of the Separation, the Tax Basis Increase
was estimated at $1.64 billion, resulting in a deferred tax asset of approximately $620 million, which will result in future tax deductions over an approximate 15 year period. As a result of the Tax Basis Increase and of taxable income generated by
the Company from the Separation Date to December 31, 2004, the Company realized $6.5 million in tax benefits for the period from October 28, 2004 through December 31, 2004, and net deferred tax assets of $76.6 million which represents
the tax benefit the Company expected to realize in future



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



years. In conjunction with the filing of the Companys 2004 Federal income tax return the calculation of the Tax Basis Increase was finalized and
adjusted downward to $1.61 billion, resulting in a deferred tax asset of approximately $615 million at December 31, 2004. In accordance with Emerging Issues Task Force Issue No. 94-10 Accounting by a Company for the Income Tax Effects of
Transactions Among or with its Shareholders under FASB Statement 109 (EITF 94-10), the tax effects of transactions with shareholders that result in changes in the tax basis of a companys assets and liabilities should be
recognized in equity. If transactions with shareholders result in the recognition of deferred tax assets from changes in the companys tax basis of assets and liabilities, the valuation allowance initially required upon recognition of these
deferred assets should be recorded in equity. Therefore, all of the tax benefits to the Company and related obligation to the stockholders affiliate as of, and for the year ended December 31, 2004, along with the adjustment to the Tax
Basis Increase and related deferred tax asset upon the filing of the 2004 Federal tax return, have been recognized as a component of stockholders equity and did not impact the Companys operating results.



In accordance with EITF 94-10, realized tax benefits created by transactions
with shareholders in subsequent periods should be included in a companys income statement. As a result of the Tax Basis Increase and taxable income projected by the Company for the year ended December 31, 2005, the Company realized $10.1
million in tax benefits as a reduction in the provision for income taxes for the nine months ended September 30, 2005. As discussed above, the Company is obligated to remit to the stockholders affiliate 85% of any such cash savings in
U.S. Federal income tax and California franchise tax and certain other related tax benefits. Accordingly, the Company has recorded an additional liability to the stockholders affiliate of approximately $8.7 million as non-operating expense for
the nine months ended September 30, 2005. The Company has recognized a liability to the stockholders affiliate of $75.9 million representing 85% of the recognized benefits as of September 30, 2005.



11. Legal Proceedings



Shareholder Class Action Suits.    Between June 1 and August 1, 2005, eight purported
shareholder class action lawsuits alleging violations of federal securities laws were filed against the Company and several of its officers and directors. Seven of these lawsuits were filed in the U.S. District Court for the Central District of
California and are pending before a single judge; the eighth was filed in the Superior Court of the State of California. The lawsuits generally assert that the Company and certain of its officers and directors made alleged material misstatements and
omissions in certain press releases, SEC filings and other public statements, including in connection with the Companys initial public offering in October 2004, and seek to recover damages on behalf of purchasers of the Companys
securities during the purported class period (which varies by lawsuit, but encompasses the period from October 28, 2004 to May 10, 2005). In July 2005, one of these lawsuits was amended to add additional causes of action under the federal
securities laws and additional officer and director defendants, and to extend the purported class period to an ending date of July 11, 2005; that complaint has since been voluntarily dismissed. The federal cases have been consolidated and a
lead plaintiff will be appointed to file a consolidated and amended class action complaint. The Company intends to defend against these lawsuits vigorously. The Company is unable to predict the outcome of these suits or reasonably estimate a range
of possible loss.



Derivative
Suits.    In July 2005, three putative shareholder derivative actions were filed in the Superior Court of the State of California alleging various state statutory and common law claims against the Company (nominally and in a
derivative capacity) and several of its officers and directors for allegedly violating their fiduciary duties to the Company by, among other things, permitting the Company to issue alleged material misstatements and omissions. In addition, in
September 2005, a putative shareholder derivative action was filed in the U.S. District Court for the Central District of California alleging similar claims against the Company (nominally and in a derivative capacity) and several of its officers and
directors as those alleged in the state



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DREAMWORKS ANIMATION SKG, INC.



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)



court derivative cases. These lawsuits generally assert, on behalf of the Company, the same underlying factual allegations as those made in the purported
class action lawsuits discussed above. The Company intends to defend against these lawsuits vigorously. The Company is unable to predict the outcome of these suits or reasonably estimate a range of possible loss. In July 2005, the Company received a
letter addressed to its Board of Directors from a law firm purporting to represent a stockholder of the Company requesting that the Company investigate and institute proceedings pursuant to Section 16(b) of the Securities Exchange Act of 1934,
as amended, to recover proceeds from alleged sales of shares by certain selling stockholders in connection with the Companys initial public offering. The Board evaluated this demand and has responded that it will not institute proceedings.



Informal Inquiry by the SEC.    In
July 2005, the Company announced that it had received a request from the staff of the SEC and is voluntarily complying with an informal inquiry concerning trading in the Companys securities and the disclosure of its financial results on
May 10, 2005. The SEC has informed the Company that the informal inquiry should not be construed as an indication that any violations of law have occurred. The Company is cooperating fully with the inquiry.



Other Matters.    From time to time the Company is
involved in legal proceedings arising in the ordinary course of its business, typically intellectual property litigation and infringement claims related to our feature films, which could cause the Company to incur significant expenses or prevent the
Company from releasing a film. The Company also has been the subject of patent and copyright claims relating to technology and ideas that it may use or feature in connection with the production, marketing or exploitation of its feature films, which
may affect the Companys ability to continue to do so.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------



This Managements Discussion and Analysis of Financial Condition and Results of Operations contains
forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995, particularly statements referencing the targeted release dates of our feature films, our anticipated operating
expenses and capital expenditures, and our expectations regarding any future distribution agreement into which we may enter. In some cases, forward-looking statements can be identified by the use of words such as may, could,
would, might, will, should, expect, forecast, predict, potential, continue, anticipates, expects,
intends, plans, believes, seeks, estimates, is scheduled for, targeted, and variations of such words and similar expressions. Such forward-looking statements are
based on current expectations, estimates, and projections about our industry, managements beliefs, and assumptions made by management. These statements are not guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those set forth herein
under Risk Factors on pages 36 through 50. Particular attention should be paid to the cautionary language in Risk Factors Our success is primarily dependent on audience acceptance of our films, which is extremely difficult to
predict and therefore inherently risky, Our business is dependent upon the success of a limited number of releases each year and the commercial failure of any one of them could have a material adverse effect on our business,
Our operating results fluctuate significantly, The production and marketing of CG animated films is capital intensive and our capacity to generate cash from our films may be insufficient to meet our anticipated cash
requirements, and Our scheduled releases of CG animated feature films will place a significant strain on our resources. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Risk
Factors and discussed elsewhere in this Form 10-Q, in our other filings with the Securities and Exchange Commission, or SEC, or in materials incorporated therein by reference.



You should read the following discussion and analysis in conjunction with our Unaudited Consolidated Financial Statements
and the related notes thereto contained elsewhere in this Quarterly Report as well as our Managements Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year
ended December 31, 2004, as filed with the SEC on March 28, 2005, which contains additional information concerning our financial statements. The information contained in this Quarterly Report on Form 10-Q is not a complete description of
our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the SEC, including our Annual
Report on Form 10-K for the year ended December 31, 2004 and subsequent reports on Forms 10-Q and 8-K, which discuss our business in greater detail.



Overview



We have been developing and producing animated films as a division of DreamWorks Studios since its formation in 1994. Our business (the Animation
Business) includes the development, production and exploitation of animated films in the domestic and international theatrical, home video, television and other markets, as well as consumer products activities. Prior to October 27, 2004
(the Separation Date), we were a division of DreamWorks Studios and our operations were conducted through DreamWorks Studios. DreamWorks Studios is a limited liability company formed in 1994 that, prior to the Separation Date, engaged
primarily in the businesses of developing, producing and distributing live action and animated feature films. As a result of our separation from DreamWorks Studios (the Separation), the assets and liabilities that comprised the Animation
Business were transferred to DreamWorks Animation SKG, Inc., the entity through which we now conduct our business. Prior to the Separation, our assets, liabilities and operating results were included in DreamWorks Studios financial statements.



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We have theatrically released a total of eleven animated feature films, including Antz, Shrek, Shrek
2, Shark Tale, Madagascar,andWallace and Gromit: Curse of the Were-Rabbit(which was released on October 7, 2005). We have a substantial number of projects in development that are expected to fill our release schedule
through 2008 and beyond. The following lists our next six films and their anticipated release schedule.



| |  |  | Over the Hedge (release on May 19, 2006)
| | - |  | ----------------------------------------



| |  |  | Flushed Away (release on November 4, 2006)
| | - |  | ------------------------------------------



| |  |  | Shrek 3 (release on May 18, 2007)
| | - |  | ---------------------------------



| |  |  | Bee Movie (release on November 2, 2007)
| | - |  | ---------------------------------------



| |  |  | Kung Fu Panda (release in May 2008)
| | - |  | -----------------------------------



| |  |  | Madagascar 2(release in 2008)
| | - |  | -----------------------------



Release dates are tentative. Due to the uncertainties involved in the development and production of animated feature films, the date of their completion
can be significantly delayed.



Distribution Agreement with DreamWorks
Studios



We entered into several agreements with
DreamWorks Studios in connection with the Separation, including the Distribution Agreement. Under the Distribution Agreement, which is described below, DreamWorks Studios uses film receipts to recover the distribution and marketing expenses it
incurs for a film and to cover its distribution fee. Accordingly, we only record revenue from film receipts to the extent it exceeds these costs. As a result, we expect that our revenue will be principally derived from the home video and television
markets and other ancillary sources, and we expect that domestic and international theatrical receipts will principally be used by DreamWorks Studios to recover its distribution and marketing expenses. Because DreamWorks Studios recoups distribution
and marketing costs and its distribution fee before we recognize any revenue, our revenue will be significantly lower than it would have been had we not entered into the Distribution Agreement. For example, while Wallace and Gromit: Curse of the
Were-Rabbit was released on October 7, 2005, we estimate that we will not recognize any meaningful revenue from this film in the fourth quarter of 2005.



Pursuant to the Distribution Agreement, we granted to DreamWorks Studios the exclusive right to distribute all of our
completed animated feature films, including our previously released films, throughout the world that are available for delivery through the later of (i) delivery of 12 animated feature films, beginning with Shark Tale,or
(ii) December 31, 2010. However, in general, the term of the Distribution Agreement will be extended to the extent of the term, if longer, of any of DreamWorks Studios sub-distribution, servicing and licensing agreements that we
pre-approve (such as DreamWorks Studios existing arrangements with Universal Studios, CJ Entertainment and Kadokawa Entertainment). In addition, even if we terminate our distribution relationship with DreamWorks Studios, our existing and
future films generally will still be subject to the terms of those pre-approved agreements. DreamWorks Studios is responsible for (1) the domestic and international theatrical exhibition of our films, (2) the domestic and international
home video exhibition of our films and direct-to-video pictures, (3) the domestic and international television licensing of our films, including pay-per-view, pay television, network, basic cable and syndication, and (4) non-theatrical
exhibition of our films, such as on airlines, in schools and in armed forces institutions. DreamWorks Studios has also been granted Internet, radio (for promotional purposes only) and new media rights with respect to our films. We retain all other
rights to exploit our films, including the right to make sequels and commercial tie-in and promotional rights with respect to each film, as well as merchandising, interactive, literary publishing, music publishing, soundtrack, radio, legitimate
stage and theme park rights. However, to the extent we wish to exploit theme park rights, we will only do so through Universal Studios for so long as Steven Spielberg has certain contractual relationships with us or if he, his wife, his or her issue
(or trusts for the primary benefit of any of them) or a private charitable foundation organized by him and/or his wife directly or indirectly owns or controls our Class A common stock.



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DreamWorks Studios is directly responsible for the initial U.S. theatrical release of all of our animated
films, but may engage one or more sub-distributors and service providers for all other markets, subject to our prior written approval with respect to entities not currently so engaged by DreamWorks Studios. Pursuant to the Distribution Agreement, we
are solely responsible for all of the costs of developing and producing our animated feature films and for contingent compensation and residual costs. DreamWorks Studios is responsible for all out-of-pocket costs, charges and expenses incurred in
the distribution (including prints and the manufacture of home video units and distribution and fulfillment services fees payable to third-parties), advertising, marketing, publicizing and promotion of the films, and has agreed to make expenditures
consistent with historical levels with respect to our films. If we make a good faith determination that the expenditure of additional distribution and marketing amounts will enhance a films gross receipts, we may cause DreamWorks Studios to
spend additional amounts. In such a case, we will be solely responsible for advancing such additional amounts to DreamWorks Studios for those additional expenditures and we will expense such additional costs in the period in which they are incurred.
The Distribution Agreement also provides that DreamWorks Studios is entitled to (i) retain a fee of 8.0% of revenue (without deduction for any distribution and marketing costs or third-party distribution and fulfillment services fees) and
(ii) recoup all of its distribution and marketing costs prior to our recognizing any revenue. Once DreamWorks Studios acquires the license to distribute one of our animated films or direct-to-video pictures, it has the right to exploit the
animated film or direct-to-video film in the manner described above for 16 years from initial general theatrical release or 10 years from initial direct-to-video release.



Under the terms of the Distribution Agreement, all amounts received by DreamWorks Studios from sub-distributors are payable
by DreamWorks Studios to us within three business days from the date received by DreamWorks Studios. (In general, sub-distributors remit 30% of applicable home video net receipts to DreamWorks Studios within 60 days from the end of the month in
which applicable home video shipments were billed and the remaining 70% within 90 days from the end of the month in which applicable home video shipments were billed). All other applicable net receipts received by DreamWorks Studios are due to us 30
days after the end of the month in which such receipts were received by DreamWorks Studios.



In addition, under the terms of the Distribution Agreement, (i) DreamWorks Studios may assign its rights and obligations under the Distribution Agreement to any of its affiliates that it controls, (ii) if
DreamWorks Studios ceases to operate its domestic theatrical distribution business, DreamWorks Studios may assign or sub-license its domestic theatrical rights with respect to our films to Universal Studios under the same terms and conditions as set
forth in the Distribution Agreement (in which case Universal Studios would continue to enjoy its rights and obligations, with respect to our films, that it currently enjoys under its sub-distribution and fulfillment servicing agreement with
DreamWorks Studios) and (iii) DreamWorks Studios may assign its rights and obligations under the Distribution Agreement to a successor entity in the event DreamWorks Studios is acquired or merged into another entity, or in connection with a
sale or assignment of all or substantially all of its theatrical distribution business to another entity.



Upon the occurrence of certain events of default, which include the failure of either party to make a payment and the continuance thereof for five
business days, material uncured breach of the agreement and certain bankruptcy-related events, the non-breaching party may terminate the agreement. If we fail to deliver to DreamWorks Studios three films per each five-year period, if applicable, of
the Distribution Agreement (e.g., three films within the first five years, six films within the first ten years), then DreamWorks Studios has the right to terminate the agreement. In addition, if DreamWorks Studios (i) is in breach or default
under any sub-distribution or third-party service agreements that have been approved by us; and such breach or default has or will have a material adverse effect on the distribution rights granted under the Distribution Agreement, (ii) ceases
to employ David Geffen and Steven Spielberg or they cease to be meaningfully involved in the management of DreamWorks Studios distribution business, or (iii) undergoes a change of control, including a sale of all or substantially all of
its assets or its motion picture division, then, subject to DreamWorks Studios right to assign the agreement (in the case of clauses (ii) and (iii) as described above), we may terminate the agreement. If we terminate the agreement, we
generally can require DreamWorks Studios to stop distributing our films in the various territories and markets in which DreamWorks Studios directly distributes our films or we can terminate the remaining term of the Distribution Agreement, but
require DreamWorks Studios to continue



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distributing our films that it is currently distributing or are ready for release pursuant to the Distribution Agreement, subject, in each case, to the terms
of any output or other agreements to which the films are then subject (provided that DreamWorks Studios continues to pay us all amounts required to be paid to us and to perform its other obligations pursuant to the Distribution Agreement) or permit
DreamWorks Studios to continue distribution in territories and markets that we choose. Unless otherwise agreed, termination of the Distribution Agreement will not affect the rights that any sub-distributor or service provider has with respect to our
films pursuant to sub-distribution, servicing and licensing agreements that we have approved. Subject to the preceding sentence, in the event (i) DreamWorks Studios agreement with Universal Studios expires or is terminated by either party
or (ii) DreamWorks Studios ceases to be engaged in the domestic theatrical distribution business and domestic theatrical exhibition rights are not assigned or sublicensed to Universal Studios in accordance with the terms of the Distribution
Agreement, then either we or DreamWorks Studios may terminate the Distribution Agreement.



We and DreamWorks Studios recently clarified by letter agreement the applicability of certain provisions of the Distribution Agreement. For a further discussion, please see Part II, Item 5Other
Information of this Quarterly Report.



Services Agreement with
DreamWorks Studios



As an operating division of
DreamWorks Studios prior to October 27, 2004, we have historically been allocated a portion of DreamWorks Studios total overhead expenses incurred prior to the Separation for the marketing and distribution of all DreamWorks Studios
films (including our films) and for corporate functions, such as executive management, finance, accounting, legal, human resources, facilities management, insurance and information technology. In general, these allocations were calculated based on
the percentage that our films, headcount, revenue or other criteria constituted of the total films, headcount, revenue or other criteria of DreamWorks Studios (which amounts include our films, headcount, revenue or other criteria).



In connection with the Separation, we entered into a services agreement (the
Services Agreement) with DreamWorks Studios in connection with certain services DreamWorks Studios provides to us. These include (i) risk management; (ii) information systems management; (iii) payroll services;
(iv) legal and business affairs advisory and consulting services; (v) human resources administration; (vi) certain procurement services; (vii) corporate aircraft services; and (viii) other general support services. We
provide DreamWorks Studios with certain services under the Services Agreement, including information technology procurement, and office space and facilities management services. The Services Agreement requires, with the exception of corporate
aircraft services, both parties to reimburse the other party for its actual costs incurred, plus 5%. The cost of corporate aircraft services is reimbursed pursuant to the maximum amount permitted under the Federal Aviation Administration
time-sharing regulations.



Critical Accounting Policies



Revenue Recognition



Both historically and under the Distribution Agreement, we have recognized
and will recognize revenue from the distribution of our animated feature films when earned, as reasonably determinable in accordance with the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants
Statement of Position 00-2, Accounting by Producers or Distributors of Films (the SOP). The following are the conditions that must be met in order to recognize revenue in accordance with the SOP: (i) persuasive evidence
of a sale or licensing arrangement with a customer exists; (ii) the film is complete and has been delivered or is available for immediate and unconditional delivery; (iii) the license period of the arrangement has begun and the customer
can begin its exploitation, exhibition or sale; (iv) the arrangement fee is fixed or determinable and (v) collection of the arrangement fee is reasonably assured. Revenue from the theatrical distribution of films is recognized at the later
of (i) when films are exhibited in theaters or (ii) when theatrical revenues are reported to us by third parties, such as third party distributors.



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Revenue from the sale of home video units is recognized at the later of (i) when product is made
available for retail sale or (ii) when video sales to customers are reported to us by third parties, such as fulfillment service providers or distributors. We follow the practice of providing for future returns of home video product at the time
the products are sold. We and DreamWorks Studios calculate an estimate of future returns of product by analyzing a combination of historical returns, current economic trends, projections of consumer demand for our product and point-of-sale data
available from certain retailers. Based on this information, a percentage of each sale is reserved, provided that the customer has the right of return. Customers are currently given varying rights of return, from 15% up to 100%. However, although we
and DreamWorks Studios allow various rights of return for our customers, we do not believe that these rights are critical in establishing return estimates, as other factors, such as our historical experience with similar types of sales, information
we receive from retailers, and our assessment of the products appeal based on domestic box office success and other research, are more important in estimating returns. Generally, payment terms are within 90 days from the end of the month in which
the product was shipped. Actual returns are charged against the reserve. Revenue associated with the licensing of home video product under revenue-sharing agreements is recorded as earned under the terms of the underlying agreements.



Revenue from both free and pay television licensing agreements are recognized
at the time the production is made available for exhibition in those markets.



Revenue from licensing and merchandising is recognized when the associated films have been released and the criteria for revenue recognition have been met. In most instances, this generally results in the recognition
of revenue in periods when royalties are reported by licensees or cash is received.



For periods prior to October 1, 2004 (the effective date of the Distribution Agreement), we recognized revenue from our films net of reserves for returns, rebates and other incentives. Under the Distribution
Agreement, we are entitled to recognize revenue net of reserves for returns, rebates and other incentives after DreamWorks Studios (i) retains a distribution fee of 8.0% of revenue (without deduction for any distribution and marketing costs or
third-party distribution and fulfillment services fees) and (ii) recovers all of its distribution and marketing costs with respect to our films. As of October 1, 2004, DreamWorks Studios began retaining its 8.0% fee for all revenue
recognized by it subsequent to the effective date, regardless of whether the revenue relates to a film released prior to the effective date of the Distribution Agreement and regardless of whether it has recouped the distribution and marketing
expenses related to that film that it has incurred.



Because
DreamWorks Studios is the principal distributor of our films, in accordance with the SOP, the amount of revenue that we recognize from our films in any given period following the effective date of the Distribution Agreement depends on the timing,
accuracy and sufficiency of the information we receive from DreamWorks Studios. Although DreamWorks Studios has agreed to provide us with the most current information available to it to enable us to recognize our share of revenue, we may make
adjustments to that information based on our estimates and judgments. For example, we may make adjustments to our revenue derived from home video units for estimates on return reserves, rebates and other incentives that may differ from those that
DreamWorks Studios recommends. The estimates on reserves may be adjusted periodically based on actual rates of returns, inventory levels in the distribution channel, as well as other business and industry information. We also review expense
estimates and may make adjustments to these estimates in order to ensure that our revenue and gross margin are accurately reflected in our financial statements. In addition, as is typical in the movie industry, our distributor and its
sub-distributors may also make subsequent adjustments to the information that they provide and these adjustments could have a material impact on our operating results in later periods.



Costs of Revenue



Film Production Costs.    We capitalize film production costs to film inventories in production in accordance with the
provisions of the SOP. Direct film production costs include costs to develop and produce CG animated films, which primarily consists of salaries and fringe benefits for animators and voice talent, equipment and other direct operating costs.
Production overhead, a component of film inventory, includes



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allocable costs of individuals or departments with exclusive or significant responsibility for the production of our films. In addition to the films being
produced, we are also working on the development of several new projects. Costs of these projects are capitalized as film inventories in development in accordance with the provisions of the SOP and are transferred to film inventories in production
when a film is set for production. We evaluate each project in development and production on a quarterly basis to determine whether capitalized costs are in excess of our estimate of fair value. If they are in excess, then we write-off the excess
cost and reflect these in costs of revenue. In addition, after three years, if the project is still in development and has not been set for production, it is written off and reflected in costs of revenue.



Amortization.    Once a film is released, the
amount of film inventory relating to that film, including film production costs and contingent compensation and residual costs, is amortized and included in costs of revenue in the proportion that the revenue during the period for each film
(Current Revenue) bears to the estimated total revenue to be received from all sources for each film (Ultimate Revenue) under the individual-film-forecast-computation method in accordance with the provision of the SOP. The
amount of film costs that are amortized each quarter will therefore depend on the ratio of Current Revenue to Ultimate Revenue for each film. We make certain estimates and judgments of Ultimate Revenue to be received for each film based on
information received from DreamWorks Studios, and our knowledge of the industry. Estimates of Ultimate Revenue and anticipated contingent compensation and residual costs are reviewed periodically and are revised if necessary. A change to the
Ultimate Revenue for an individual film will result in an increase or decrease to the percentage of amortization of capitalized film costs relative to a previous period. Unamortized film production costs are evaluated for impairment each reporting
period on a film-by-film basis in accordance with the requirements of the SOP. If estimated remaining revenue is not sufficient to recover the unamortized film inventory for that film, the unamortized film inventory will be written down to fair
value determined using a net present value calculation.



Contingent Compensation and Residuals.    We are responsible for certain compensation paid to creative participants, such as writers, producers, directors, voice talent, animators and other persons associated with
the production of a film, which is dependent on the performance of the film and is based on factors such as domestic box office and total revenue recognized by the distributor related to the film, with the vast majority of these costs dependent on
domestic box office performance. In some cases, particularly with respect to sequels (such as Shrek 2), these contingent compensation costs can be significant. We are also responsible for residuals, which are payments based on similar
factors and generally made to third-parties pursuant to collective bargaining, union or guild agreements or for providing certain services such as recording or synchronization services. Accordingly, residual payments generally increase as total
revenue for a film increases. These forms of contingent compensation and residual costs are accrued in accordance with the SOP, using the individual-film-forecast computation method, which accrues and amortizes such costs in the same ratio that
current period actual revenue (numerator) bears to estimated remaining unrecognized revenue as of the beginning of the current fiscal year (denominator), as described above.



We expect that, in periods following the effectiveness of the Distribution Agreement, the amount of revenue that we
recognize in the periods immediately following a films release will be substantially less than the amounts that we have historically recognized in similar periods, due to the fact that, under the Distribution Agreement, we recognize revenue
net of DreamWorks Studios 8.0% distribution fee and the distribution and marketing costs that it incurs. Consequently, although the total amount of production costs that are amortized for any particular film will be the same over the life of
the film, the timing of the amortization will change, since amortization is calculated based on the ratio of Current Revenue to Ultimate Revenue.



Stock-Based Compensation



In December 2004, the Financial Accounting Standards Board (FASB) issued FAS No. 123 (revised 2004), Share-Based Payment
(FAS 123R), which establishes standards for transactions in which an entity exchanges its equity instruments for goods and services. This standard requires a public entity to measure the



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cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This eliminates the
exception to account for such awards using the intrinsic method previously allowable under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. In March 2005, the SEC released Staff Accounting Bulletin
(SAB) 107, Share-Based Payment, which expresses views of the SEC Staff about the application of FAS 123R. FAS 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that FAS 123R is effective for annual reporting periods beginning on or after June 15, 2005.



We voluntarily elected to adopt FAS 123R as of January 1, 2005. FAS 123R offers alternative adoption methods. We have elected to use the modified
prospective transition method and have not restated prior periods. Under this method we have recognized compensation costs for equity awards to our employees based on their grant-date fair value from January 1, 2005. Measurement and attribution
of compensation costs for equity awards that were granted to our employees prior to, but not vested as of January 1, 2005, were based on the same estimate of the grant-date fair value and the same attribution method that we used previously for
financial statement pro forma disclosure purposes under FAS 123, Accounting for Stock-Based Compensation. For those equity awards to employees granted or settled after January 1, 2005, compensation cost will be measured and
recognized in the financial statements in accordance with the provisions of FAS 123R.



Upon adoption of FAS 123R, as discussed above, the Company is no longer using the intrinsic value method of accounting for stock option awards granted to Company employees and is now recognizing compensation costs for
stock option awards to employees based on their grant-date fair value from January 1, 2005. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model, consistent with the provisions
of FAS 123R and SAB 107. Primary input assumptions used to estimate the fair value of stock options include the grant price of the award, the companys dividend yield, volatility of the companys stock, the risk-free interest rate, and
expected option term. Estimates of the fair value of stock options are not intended to predict actual future events of the value ultimately realized by employees who receive stock option awards, and subsequent events are not indicative of the
reasonableness of the original estimates of fair value made by the Company under FAS 123R.



As required by FAS 123R, we made an estimate of expected forfeitures and are recognizing compensation costs only for those equity awards expected to vest. The impact on our previously reported pro forma disclosures
under FAS 123 where we accounted for forfeitures as incurred is not material and therefore we will not record an adjustment for a cumulative effect of an accounting change. As of September 30, 2005, the total compensation cost related to
unvested equity awards granted to employees but not yet recognized was approximately $87.4 million. This cost will be amortized on a straight-line basis over a weighted average of 4.7 years. Changes to our underlying stock price or satisfaction of
performance criteria for performance-based awards granted to employees could significantly impact compensation expense to be recognized in 2005 and future periods. In addition, future grants of equity awards will result in additional compensation
expense in 2005 and future periods.



Provision for Income Taxes



Prior to the Separation, DreamWorks Studios paid no
federal income taxes as an entity as the operations of DreamWorks Studios were included in the taxable income of its individual members. The tax expense in our consolidated statements of operations, through the Separation Date, principally
represents foreign withholding taxes and state franchise taxes. Effective as of the Separation, we are subject to federal taxation as a corporation and file separate tax returns. We account for income taxes pursuant to SFAS No. 109,
Accounting for Income Taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the



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effect on deferred tax assets and liabilities of a change in tax rates and a change in tax status is recognized in income in the period that includes the
enactment date. We record a valuation allowance to reduce our deferred income tax assets to the amount that is more likely than not to be realized. In evaluating our ability to recover our deferred income tax assets we consider all available
positive and negative evidence, including our operating results, ongoing prudent and feasible tax planning strategies, and forecasts of future taxable income.



At the time of the Separation, entities controlled by a stockholder entered into a series of transactions that resulted in a partial increase in the
tax basis of our tangible and intangible assets (Tax Basis Increase). This Tax Basis Increase is expected to reduce the amount of tax that we may pay in the future, to the extent we generate taxable income in sufficient amounts in the
future. We are obligated to remit to our stockholders affiliate 85% of any such cash savings in U.S. Federal income tax and California franchise tax and certain other related tax benefits, subject to repayment if it is determined that these
savings should not have been available to us. At the time of the Separation, Tax Basis Increase was estimated at $1.64 billion resulting in a deferred tax asset of approximately $620 million, which will result in future tax deductions over an
approximate 15 year period. As a result of the Tax Basis Increase and taxable income generated by us from the Separation Date through December 31, 2004, we realized $6.5 million in tax benefits for the period from October 28, 2004 through
December 31, 2004. In conjunction with the filing of our 2004 Federal income tax return, the Tax Basis Increase was finalized and adjusted downward to $1.61 billion, resulting in a deferred tax asset of approximately $615 million at December
31, 2004. In accordance with Emerging Issues Task Force Issue No. 94-10 Accounting by a Company for the Income Tax Effects of Transactions Among or with its Shareholders under FASB Statement 109 (EITF 94-10), the tax effects
of transactions with shareholders that result in changes in the tax basis of a companys assets and liabilities should be recognized in equity. If transactions with shareholders result in the recognition of deferred tax assets from changes in
the companys tax basis of assets and liabilities, the valuation allowance initially required upon recognition of these deferred assets should be recorded in equity. Therefore, all of the tax benefits to us and related obligation to the
stockholders affiliate as of, and for the year ended December 31, 2004, along with the adjustment to the Tax Basis Increase and related deferred tax asset upon the filing of the 2004 Federal income tax return, have been recognized as a
component of stockholders equity and did not impact our operating results.



In accordance with EITF 94-10, realized tax benefits, created by transactions with shareholders in subsequent periods should be included in a companys income statement. As a result of the Tax Basis Increase and
taxable income projected by management for the year ended December 31, 2005, we realized $10.1 million in tax benefit as a reduction in the provision for income taxes for the nine months ended September 30, 2005. As discussed above, we are
obligated to remit to the stockholders affiliate 85% of any such cash savings in U.S. Federal income tax and California franchise tax and certain other related tax benefits. Accordingly, we have recorded an additional liability to the
stockholders affiliate of approximately $8.7 million as non-operating expense for the nine-months ended September 30, 2005.



Results of Operations



Three Months Ended September 30, 2005, compared to Three Months Ended September 30, 2004



For the three months ended September 30, 2005, our results were primarily driven by revenues earned from the domestic and international theatrical
release of Madagascar,domestic pay television and international theatrical markets for Shark Tale, and from continuing revenue from our library of films. Revenues recorded by DreamWorks Studios for Shrek 2 exceeded the
distribution and marketing expenses (including distribution fee) incurred for the three months ended September 30, 2005. However, they were not sufficient enough to enable DreamWorks Studios to fully recoup the total amount of such costs
incurred for the nine months ended September 30, 2005.Pursuant to the Distribution Agreement, DreamWorks Studios is responsible for all costs incurred in the distribution of our films and is entitled to recoup its distribution and
marketing expenses incurred for Shrek 2before we can record any additional revenue from the exploitation of this film. As a result, DreamWorks Studios must recoup approximately $36.9 million of distribution and marketing costs in future
periods before we will recognize additional revenues from the exploitation of Shrek 2.



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Revenue.    For the three months ended September 30, 2005, revenue
decreased by $154.2 million, from $241.3 million to $87.1 million, as compared to the three months ended September 30, 2004. For the three months ended September 30, 2005, we recognized total revenue of $64.6 million from
Madagascar, most of which was earned in the domestic and international theatrical markets. Shark Tale contributed an additional $10.3 million of revenues primarily related to a combination of revenue generated by the domestic pay
television, international theatrical, and worldwide home video markets. Our library titles contributed $9.1 million of revenues primarily consisting of international home video revenue. Shrek 2 contributed $2.6 million in merchandising and
licensing revenues.



Because the revenues we recognized during
the three months ended September 30, 2005 followed the effectiveness of the Distribution Agreement, the amount of revenue that we recognized during the three months ended September 30, 2005 was substantially less than the amounts that we
would have recognized if the Distribution Agreement had not been in effect during this period, due to the fact that, under the Distribution Agreement, we recognize revenue net of DreamWorks Studios 8.0% distribution fee and the distribution
and marketing costs that it incurs.



Film revenue for the three
months ended September 30, 2004 was derived primarily from international theatrical revenue from Shrek 2 of $169.7 million. For the three months ended September 30, 2004, Shrek 2 generated total revenue of $194.9 million,
including revenue earned through merchandising and licensing. Our other library titles and television series also contributed revenue of $47.2 million, which included domestic and international home video revenues of Shrek for $21.6 million.



Costs of Revenue.    Costs of film
revenue were $55.6 million in the three months ended September 30, 2005, as compared to $196.3 million in the three months ended September 30, 2004. Costs of revenues primarily represent the amortization of capitalized film costs,
contingent compensation and residuals. Because the Distribution Agreement was not in effect as of September 30, 2004, the costs of revenue for the third quarter of 2004 also included significant marketing and distribution costs incurred in
connection with the releases of Shrek 2 and Shark Tale. Amortization for released films as a percentage of film revenue in the three months ended September 30, 2005 was 57.5%, compared to 28.3% for the three months ended
September 30, 2004. Amortization as a percentage of film revenue may vary from period to period due to several factors, including: (i) changes in the mix of films earning revenue, (ii) changes in any films Ultimate Revenue and
capitalized costs and (iii) write offs of film inventory due to changes in the estimated fair value of unamortized film inventory, as required by the SOP. In addition, following the effectiveness of the Distribution Agreement in the fourth
quarter of 2004, the amount of revenue that we recognize in the periods immediately following a films release will be substantially less than the amounts that we have historically recognized in similar periods, due to the fact that, under the
Distribution Agreement, we recognize revenue net of DreamWorks Studios 8.0% distribution fee and the distribution and marketing costs that it incurs. Consequently, although the total amount of production costs that are amortized for any
particular film will be the same over the life of the film, the timing of the amortization will change, since amortization is calculated based on the ratio of Current Revenue for a film to remaining Ultimate Revenue for the film at the beginning of
the fiscal year.



Because the expenses we recorded during the
three months ended September 30, 2005 followed the effectiveness of the Distribution Agreement, the amount of expenses that we recorded during the three months ended September 30, 2005 was substantially less than the amounts that we would
have recorded if the Distribution Agreement had not been in effect during this period, due to the fact that, under the Distribution Agreement, DreamWorks Studios is responsible for paying the distribution and marketing costs relating to each film.



The increase in amortization as a percentage of film revenue
for the three months ended September 30, 2005 is primarily due to the change in the mix of films earning revenue. Madagascar and Shark Tale, each of which contributed substantially more revenue than any other film for the three
months ended September 30, 2005, have higher amortization rates than Shrek 2 did in the comparable period last year because their Ultimate Revenues are



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significantly lower than the Ultimate Revenues that were projected for Shrek 2 as of September 30, 2004. The film inventory amortization for the
three months ended September 30, 2005 also includes the impact of a $3.9 million pre-release write-down for a change in the estimated fair value of unamortized film inventory for Wallace and Gromit: Curse of the Were-Rabbit, which was
released on October 7, 2005.



Selling, General and
Administrative Expenses.    Total selling, general and administrative expenses were $22.8 million (including $5.3 million of stock compensation expense discussed below) for the three months ended September 30, 2005 as
compared to $12.7 million (including $1.7 million of stock compensation expense) for the three months ended September 30, 2004. Excluding the effect of stock compensation, the $6.5 million increase was primarily due to an increase in personnel
and professional services fees in our legal, finance, investor relations and information technology functions in order to accommodate the increased demands of a public company (including compliance with the requirements of the Sarbanes-Oxley Act of
2002) and legal fees and other expenses incurred in connection with our defense of certain purported shareholder litigation and our cooperation with the SECs informal inquiry. For a further discussion of our legal proceedings, see Note 11 to
our Unaudited Consolidated Financial Statements and Part II, Item 1 of this Quarterly Report.



Interest and Other Income (Expense).    Total interest and other income, net of expense, was $4.8 million for the three months
ended September 30, 2005 as compared to total interest and other expense, net of other income, of ($10.8) million for the three months ended September 30, 2004. This $15.6 million net increase for the three month period year over year was
primarily due to losses on swap agreements and allocated interest expense recorded during the three months ended September 30, 2004 that is no longer allocated from DreamWorks Studios upon the Separation. Additionally, we recorded interest
income of $4.0 million for the three months ended September 30, 2005 related to our cash, cash equivalents, and short term investments. There is no such corresponding interest income for the three months ended September 30, 2004 as all
cash, cash equivalents and investments were held by DreamWorks Studios.



Decrease (Increase) in Income Tax Benefit Payable to Stockholder.    During the quarter ended September 30, 2005, we evaluated the realizability of our deferred tax assets and determined that fewer deductions
in future years will be realizable from the Tax Basis Increase than previously estimated. Accordingly, we have reduced our liability to our stockholders affiliate by $2.7 million for the three months ended September 30, 2005.



Stock Compensation Expense.    Stock
compensation expense was $5.3 million for the three months ended September 30, 2005, as compared to a stock compensation expense of $1.7 million for the three months ended September 30, 2004. The increase in stock compensation expense
resulted from our grants of restricted stock awards to our employees since the Separation and our initial public offering, which have been recorded as compensation expense based on their grant-date fair value and our decision to voluntarily adopt
FAS 123R as of January 1, 2005. As a result of adopting FAS 123R, we are now recording compensation expense based on the grant-date fair value for all equity awards that we have granted to our employees.



Provision for Income Taxes.    For the three
months ended September 30, 2005, we recorded an income tax provision of $16.9 million or an effective tax rate of 125%. Our effective tax rate for the three months ended September 30, 2005 was significantly higher than the statutory rate
primarily because of net adjustments of approximately $4.2 million to current and deferred income taxes existing at the beginning of the year as a result of filing our 2004 Federal income tax return in the third quarter of 2005, and adjustments
necessary to reconcile to our currently projected full year effective tax rate of 27%. For the three months ended September 30, 2004, we were not subject to federal income taxes but recorded tax expense of $1.3 million for foreign withholding
and state franchise taxes.



Operating
Results.    The three months ended September 30, 2005 resulted in operating income of $8.8 million as compared to operating income of $32.4 million for the three months ended September 30, 2004. The difference in
the three month period year over year was primarily due to the profits generated from the success of



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Shrek 2in the international theatrical markets during the third quarter of 2004 and, as discussed above, the increase in selling, general, and
administrative expenses during the third quarter of 2005 related to increased personnel and professional fees, and expenses and incremental costs to accommodate the increased demands of a public company



Nine Months Ended September 30, 2005, compared to Nine Months Ended
September 30, 2004.



For the nine months ended
September 30, 2005, our results were primarily driven by worldwide home video contribution from Shark Tale, domestic and international theatrical revenue from Madagascar, merchandising and licensing revenue from Shrek 2and
Madagascar,and continuing revenue from our library of films.



Revenue.    For the nine months ended September 30, 2005, revenue decreased by $293.1 million, from $582.5 million to $289.4 million, as compared to the nine months ended September 30, 2004. Film revenue
for the nine months ended September 30, 2005 was primarily driven by the success ofShark Tale in the worldwide home video market and the theatrical release of Madagascar in both domestic and international markets. During the nine
months ended September 30, 2005, Shark Tale generated total revenue of $152.5 million and Madagascar contributed total revenue of $76.3 million. Revenues for both films include revenue earned through merchandising and licensing.
Shrek 2 contributed $17.1 million of revenues earned primarily through merchandising and licensing. Our other films and television series contributed $43.5 million of revenues, largely driven by revenues from Shrek in the worldwide
home video market and Spirit: Stallion of the Cimarronin the international television market.



Because the revenues we recognized during the nine months ended September 30, 2005 followed the effectiveness of the Distribution Agreement, the
amount of revenue that we recognized during the nine months ended September 30, 2005 was substantially less than the amounts that we would have recognized if the Distribution Agreement had not been in effect during this period, due to the fact
that, under the Distribution Agreement, we recognize revenue net of DreamWorks Studios 8.0% distribution fee and the distribution and marketing costs that it incurs.



Film revenue for the nine months ended September 30, 2004 was derived primarily from the domestic and international
theatrical revenue from Shrek 2. For the nine months ended September 30, 2004, Shrek 2 generated total revenue of $430.2 million, including revenue earned through merchandising and licensing. Our other film titles, including library titles, and
television series also contributed revenue of $152.2 million, which included revenues of Shrek for $82.1 million.



Costs of Revenue.    Costs of film revenue were $161.9 million in the nine months ended September 30, 2005, as compared to
$394.5 million in the nine months ended September 30, 2004. Costs of revenues primarily represent the amortization of capitalized film costs, contingent compensation and residuals. In addition, because the Distribution Agreement was not in
effect as of September 30, 2004, the costs of revenue for the nine months ended September 30, 2004 also included significant marketing and distribution costs incurred in connection with the releases of Shrek 2 and Shark Tale.
Amortization for released films as a percentage of film revenue in the nine months ended September 30, 2005 was 51.3%, compared to 24.0% for the nine months ended September 30, 2004. Amortization as a percentage of film revenue may vary
from period to period due to several factors, including: (i) changes in the mix of films earning revenue, (ii) changes in any films Ultimate Revenue and capitalized costs and (iii) write offs of film inventory due to changes in
the estimated fair value of unamortized film inventory, as required by the SOP. In addition, following the effectiveness of the Distribution Agreement in the fourth quarter of 2004, the amount of revenue that we recognize in the periods immediately
following a films release will be substantially less than the amounts that we have historically recognized in similar periods, due to the fact that, under the Distribution Agreement, we recognize revenue net of DreamWorks Studios 8.0%
distribution fee and the distribution and marketing costs that it incurs. Consequently, although the total amount of production costs that are amortized for any particular film will be the same over the life of the film, the timing of the
amortization will change, since amortization is calculated based on the ratio of Current Revenue for a film to remaining Ultimate Revenue for the film at the beginning of the fiscal year.



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Because the expenses we recorded during the nine months ended September 30, 2005 followed the
effectiveness of the Distribution Agreement, the amount of expenses that we recorded during the nine months ended September 30, 2005 was substantially less than the amounts that we would have recorded if the Distribution Agreement had not been
in effect during this period, due to the fact that, under the Distribution Agreement, DreamWorks Studios is responsible for paying the distribution and marketing costs relating to each film.



The increase in amortization as a percentage of film revenue for the nine
months ended September 30, 2005 primarily resulted from reductions during the nine months of both Shark Tale and Shrek 2s forecasted worldwide home video Ultimate Revenues reflecting the changes in the home video marketplace
that have negatively impacted these titles. In accordance with the SOP, under the individual-film-forecast computation method revisions to Ultimate Revenues projections for a film must be retroactively applied from the beginning of the fiscal year.
This resulted in increased amortization expense primarily for Shark Tale and to a lesser extent Shrek 2 for the nine months ended September 30, 2005. In addition, the change in the mix of films earning revenue during the nine
month periods ended September 30, 2004 and 2005 contributed to the increase in amortization as a percentage of film revenue. Madagascar has a higher amortization rate than Shrek 2 did in the comparable period last year because its
Ultimate Revenues are significantly lower than the Ultimate Revenues that were projected for Shrek 2 as of September 30, 2004. The film inventory amortization for the nine months ended September 30, 2005 also includes the impact of a
$3.9 million pre-release write-down for a change in the estimated fair value of unamortized film inventory for Wallace and Gromit: Curse of the Were-Rabbit, which was released on October 7, 2005.



Selling, General and Administrative
Expenses.    Total selling, general and administrative expenses were $60.8 million (including $15.2 million of stock compensation expense discussed below) for the nine months ended September 30, 2005 as compared to $31.7
million (including a stock compensation expense of $0.4 million) for the nine months ended September 30, 2004. Excluding the effect of stock compensation, the $14.3 million increase was primarily due to an increase in personnel and professional
services fees in our legal, finance, investor relations and information technology functions in order to accommodate the increased demands of a public company (including compliance with the Sarbanes-Oxley Act of 2002) and legal fees and other
expenses incurred in connection with our defense of certain purported shareholder litigation and our cooperation with the SECs informal inquiry. For a further discussion of our legal proceedings, see Note 11 to our Unaudited Consolidated
Financial Statements and Part II, Item 1 of this Quarterly Report.



Interest and Other Income (Expense).    Total interest and other income, net of expense, was $8.1 million for the nine months ended September 30, 2005 as compared to total interest and other expense, net of
other income, of ($13.5) million for the nine months ended September 30, 2004. This $21.5 million net increase in income was primarily due to interest income of $8.2 million recorded in the nine month ended September 30, of 2005 from our
cash, cash equivalents, and short term investments and to losses on swap agreements and allocated interest expense recorded during the nine months ended September 30, 2004 that is no longer allocated from DreamWorks Studios upon the Separation.



Decrease (Increase) in Income Tax Benefit Payable to
Stockholder.    As a result of the Tax Basis Increase and taxable income projected by management for the year ended December 31, 2005, we realized $10.1 million in tax benefit generated from the Tax Basis Increase as a
reduction in the provision for income taxes. Accordingly, we recorded a stockholder tax benefit expense of approximately $8.7 million for the nine months ended September 30, 2005.



Stock Compensation Expense.    Stock compensation expense was $15.2 million for the nine months
ended September 30, 2005, as compared to a stock compensation expense of $0.4 million for the nine months ended September 30, 2004. The stock compensation cost recorded in 2004 reflected a reduction in the redemption value of the
underlying awards which were subject to the variable accounting of APB 25. The increase in stock compensation expense resulted from our grants of restricted stock awards to our employees since the Separation



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and our initial public offering, which have been recorded as compensation expense based on their grant-date fair value and our decision to voluntarily adopt
FAS 123R as of January 1, 2005. As a result of adopting FAS 123R, we are now recording compensation expense based on the grant-date fair value for all equity awards that we have granted to our employees.



Provision for Income Taxes.    For the nine months
ended September 30, 2005, we recorded income tax expense of $24.8 million or an effective tax rate of 33%. The effective tax rate for the nine months ended September 30, 2005 was lower than the statutory rate primarily due to permanent
deductions for income earned outside the United States and qualified manufacturing activities under the American Jobs Creation Act of 2004 and the reduction of deferred tax valuation allowances triggered by our expectation of taxable income in 2005.
The provision for income taxes was increased by approximately $4.2 million during the nine-months ended September 30, 2005, to reflect net adjustments to current and deferred income taxes existing at the beginning of the year as a result of our
filing our 2004 Federal income tax return. Absent this adjustment (which was recorded as a discrete item for the nine months ended September 30, 2005), we would have reported an effective tax rate of 27%. For the nine months ended
September 30, 2004, we were not subject to federal income taxes but recorded tax expense of $1.8 million for foreign withholding and state franchise taxes.



Operating Results.    The nine months ended September 30, 2005 resulted in operating income of $66.7 million as
compared to operating income of $156.2 million for the nine months ended September 30, 2004. The operating results for 2005 were primarily due to the worldwide home video contribution from Shark Tale, the domestic and international
theatrical release of Madagascar, and merchandising and licensing revenue from Shrek 2 and Madagascar, compared to the profits generated in 2004 from the success of the May 2004 release of Shrek 2 in domestic and
international theatrical markets. As discussed above, the increase in selling, general, and administrative expenses during 2005 related to additional personnel and professional fees, and expenses and incremental costs to accommodate the increased
demands of being a public company also contributed to the year-over-year difference in operating results.



Revolving Credit Facility



In connection with the Separation, we entered into a five-year $200 million revolving credit facility with a number of banks, including JPMorgan Chase Bank, an affiliate of J.P. Morgan Securities Inc., and affiliates of certain of the other
underwriters for our initial public offering. We intend to use the credit facility, which is secured by substantially all of our assets, to fund our working capital needs. As of November 14, 2005, we had no outstanding borrowings under our
revolving credit facility. The maximum amount of borrowings available to us under the credit facility is the lesser of $200 million and an available amount generally determined by applying an advance rate of 67% against estimated receipts from all
sources (net of estimated cash expenses directly associated with such receipts) for all of our released films and an advance rate of 100% against our cash on hand to the extent the lenders have a perfected security interest in such cash and by
reducing such available amount by the amount of our outstanding debt (other than subordinated debt owing to HBO and up to $50 million of other subordinated debt). Interest on borrowed amounts is determined at either a floating rate of LIBOR plus
1.75% or the alternate base rate (which is generally the prime rate) plus 0.75% per annum. In addition, we pay a commitment fee on undrawn amounts at an annual rate of 0.50% on any date when more than $100 million is outstanding under the
credit facility and 0.75% on any other date. The credit agreement requires us to maintain certain financial ratios and has customary terms that restrict our ability to make fundamental changes to our business, sell assets, incur secured debt,
declare dividends and make other distributions. As of September 30, 2005, we were in compliance with all financial ratios with which we are required to comply under the credit agreement.



Universal Studios Advance



As part of their distribution and home video fulfillment services
relationship, DreamWorks Studios and Universal Studios have entered into agreements pursuant to which Universal Studios advances amounts to



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DreamWorks Studios based on projected cash receipts, net of projected expenses, due to DreamWorks Studios for pictures that DreamWorks Studios intends to
license to Universal Studios for distribution in the international theatrical and worldwide home video markets. These advances are generally based on quarterly estimates of projected cash receipts, net of projected expenses, distribution and service
fees, that will become due to DreamWorks Studios from Universal Studios in the markets where Universal Studios provides distribution and fulfillment services. In October 2003, Universal Studios agreed to advance to DreamWorks Studios a maximum of
$75 million, which was based on the projected net receipts of our animated feature films released subsequent to December 2002 (the 2003 advance). The 2003 advance carries an effective annualized interest rate of 8.75% and matures,
subject to certain conditions, upon the expiration or termination of the Universal Distribution Agreement and the Universal Home Video Agreement.



HBO Subordinated Debt



In connection with the Separation, we assumed $80 million of subordinated notes issued by DreamWorks Studios to HBO in December 2000 pursuant to a
subordinated loan agreement, $30 million of which we repaid with proceeds of our initial public offering. The subordinated notes bear interest in an amount equal to the Eurodollar rate plus 0.50% per annum and are due in November 2007. Subject
to the consent of the lenders under our revolving credit facility (or any replacement senior credit facility), we are able to prepay all or a portion of the principal amount of the subordinated notes. The notes are not subject to any sinking fund
obligations.



The subordinated notes were secured by a lien
granted by DreamWorks Studios in favor of HBO in certain exhibition rights related to DreamWorks Studios films that is junior to the security interest granted to HBO in connection with a 1995 licensing agreement between DreamWorks Studios and
HBO. We granted substantially the same security interests in rights to exploit our films to HBO when we assumed the subordinated indebtedness.



The terms of the subordinated notes require us to maintain certain financial ratios and they have customary terms that restrict us from making fundamental
changes to our business, selling assets, incurring secured debt, declaring dividends and making other distributions. Additionally, we are restricted from entering non-arms length transactions with our affiliates.



Liquidity and Capital Resources



The Companys operating activities for the nine months ended
September 30, 2005, generated adequate cash to meet our operating needs. As of September 30, 2005, we had cash and cash equivalents totaling $412.4 million, a $349.3 million increase compared to $63.1 million at December 31, 2004. The
principal components of the increase in cash and cash equivalents were cash generated from operating activities of $401.3 million, proceeds of $2.8 million from the exercise of employee stock options, offset by the net debt reduction of $23.2
million for the financing of a film production, purchase of short term investments of $21.3 million, treasury stock purchases of $6.1 million related to employee withholding taxes associated with the vesting of restricted stock awards, and
investment in equipment of $3.7 million. Although we expect that, for the next twelve months, cash on hand and cash from operations will be sufficient to satisfy our anticipated cash needs for working capital and capital expenditures, in the event
that these cash flows are insufficient, we expect to be able to draw funds from the revolving credit facility to meet these needs.



|                                                    |  |                   |         |   |                   |   |         |  
|--------------------------------------------------- |  | ----------------- | ------- | - | ----------------- | - | ------- | -
|                                                    |  | Nine months ended |        
|                                                    |  | September 30,2005 |         |   | September 30,2004 |  
|                                                    |  | (in thousands)    |        
|Net cash provided by (used in) operating activities |  | $                 | 401,299 |   |                   | $ | (12,613 | )
|Net cash used in investing activities               |  |                   | (24,983 | ) |                   |   | (270    | )
|Net cash provided by (used in) financing activities |  |                   | (27,065 | ) |                   |   | 12,846  |  



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Cash provided by operating activities for the first nine months of 2005 was $401.3 million and was
primarily attributable to collection of revenue earned in 2004 for the theatrical release of Shark Tale and worldwide home video revenue from Shrek 2and the collection of revenues earned for the 2005 worldwide home video release of
Shark Tale and theatrical release of Madagascar. Revenues collected were partially offset by film production spending, contingent compensation, and other operating uses. Cash used in operating activities for the first nine months of
2004 was $12.6 million and was primarily attributable to collection of domestic and international theatrical receipts from Shrek 2 as offset by film production spending, contingent compensation and other operating uses. Cash used in investing
activities for the first nine months of 2005 and 2004 were $25.0 million and $0.3 million, respectively, driven primarily by the purchase of short term investments of $21.3 million and investment in equipment of $3.7 million, both in 2005. Cash used
in financing activities for the nine months ended September 30, 2005 was $27.1 million primarily related to a loan repayment for the financing of one of our films and purchases of treasury stock related to employee withholding taxes associated
with the vesting of restricted stock awards, as partially offset by proceeds from the exercise of stock options. During the first nine months of 2004, cash provided by financing activities of $12.8 million was primarily related to advances from
distributors and DreamWorks Studios.



For the remainder of
2005, we expect our commitments to fund production costs (excluding capitalized interest and overhead expense), to make contingent compensation and residual payments (on films released to date) and to fund technology capital expenditures will be
approximately $80.0 million, which includes additional production spending related to an increase in our direct-to-video business.



Contractual Obligations.    As of September 30, 2005, we had contractual commitments to make the following payments (in
thousands):



|                                          |  |                        |       |           |   |           |  |                    |        |       |   |        |  |   |        
|----------------------------------------- |  | ---------------------- | ----- | --------- | - | --------- |  | ------------------ | ------ | ----- | - | ------ |  | - | -------
|                                          |  | Payments Due by Period
|Contractual Cash Obligations              |  | Remainderof 2005       |       | 2006-2007 |   | 2008-2009 |  | 2010 andThereafter |        | Total
|Operating leases, net of sublease income  |  | $                      | 2,335 |           | $ | 12,019    |  | $                  | 7,223  |       | $ | 9,971  |  | $ | 31,548 
|Executive officers employment agreements |  |                        | 532   |           |   | 4,375     |  |                    | 4,400  |       |   |       |  |   | 9,307  
|Glendale animation campus note payable(1) |  |                        |      |           |   | 73,000    |  |                    |       |       |   |       |  |   | 73,000 
|Universal advance(2)                      |  |                        |      |           |   |          |  |                    |       |       |   | 75,000 |  |   | 75,000 
|HBO subordinated debt(3)                  |  |                        |      |           |   | 50,000    |  |                    |       |       |   |       |  |   | 50,000 
|Capital leases(4)                         |  |                        | 249   |           |   | 1,992     |  |                    | 332    |       |   |       |  |   | 2,573  
|                                          |  |                        |       |           |   |           |  |                    |        |       |   |        |  |   |        
|Total contractual cash obligations        |  | $                      | 3,116 |           | $ | 141,386   |  | $                  | 11,955 |       | $ | 84,971 |  | $ | 241,428
|                                          |  |                        |       |           |   |           |  |                    |        |       |   |        |  |   |        

---

|(1) | We operate an animation campus in Glendale, California. The lease on the property, which was
originally acquired for $76.5 million, qualified as an operating lease. In March 2002, we renegotiated the lease through the creation of a special-purpose entity that acquired the property for $73.0 million and leased the facility to us for a
five-year term. In accordance with the provisions of FIN 46, we have included the asset, debt and non-controlling interest on our combined balance sheet as of December 31, 2004. We expect to refinance this obligation prior to its maturity.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In connection with the Separation, we assumed approximately $75 million of indebtedness
related to advances that Universal Studios made to DreamWorks Studios to fund animated motion pictures. Universal Studios advanced DreamWorks Studios amounts based on anticipated future receipts from films that DreamWorks Studios is expected to
release, and DreamWorks Studios allocated to us $87.2 million of this advance on a historical basis. Of this allocation, $12.2 million relates to a 2001 animated film advance that was initially allocated to us but, as part of the Separation, was not
assumed by us.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In connection with the Separation, we assumed $80 million of subordinated debt that
DreamWorks Studios incurred from HBO in December 2000, $30 million of which we repaid with proceeds from our initial public offering.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes $0.3 million of imputed interest.
|--- | ------------------------------------------



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Recent Accounting Pronouncements



In March 2004, the FASB ratified the measurement and recognition guidance and certain disclosure requirements for impaired
securities as described in Emerging Issues Task Force (EITF) Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. In November 2005, the FASB issued FASB Staff
Position FAS 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments(the FSP). The FSP nullifies certain requirements of EITF Issue 03-1 and supersedes EITF Topic D-44,
Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.The FSP addresses the determination as to when an investment is considered impaired, whether that impairment is
other-than-temporary, and the measurement of an impairment loss. The FSP also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have
not been recognized as other-than-temporary impairments. The FSP is effective for reporting periods beginning after December 15, 2005. We believe that the adoption of the FSP will not have a material effect on our results of operations, financial
position or cash flows.



In May 2005, the FASB issued FAS
No. 154, Accounting Changes and Error Corrections, a replacement of Accounting Principles Board Opinion No. 20, Accounting Changes, and FAS No. 3, Reporting Accounting Changes in Interim Financial
Statements (FAS 154). FAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle (including voluntary changes). Previously, changes in accounting principles were generally required
to be recognized by way of a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior periods financial statements, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the statement does not change the transition provisions of any existing
accounting pronouncements. We will adopt this pronouncement beginning in fiscal year 2006 and do not believe adoption of FAS 154 will have a material effect on our financial position, cash flows or results of operations.



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RISK FACTORS



You should carefully consider the following risk factors before deciding to invest in shares of our Class A common
stock. The following risks and uncertainties could materially adversely affect our business, financial condition or operating results.



Our success is primarily dependent on audience acceptance of our films, which is extremely difficult to predict and therefore inherently risky.



We cannot predict the economic success of any of our motion pictures because
the revenue derived from the distribution of a motion picture (which does not necessarily bear any correlation to the production or distribution costs incurred) depends primarily upon its acceptance by the public, which cannot be accurately
predicted. The economic success of a motion picture also depends upon the publics acceptance of competing films, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible
and intangible factors, all of which can change and cannot be predicted with certainty. Furthermore, part of the appeal of CG animated films may be due to their relatively recent introduction to the market. We cannot assure you that the introduction
of new animated filmmaking techniques, an increase in the number of CG animated films or the resurgence in popularity of older animated filmmaking techniques will not adversely impact the popularity of CG animated films.



In general, the economic success of a motion picture is dependent on its
domestic theatrical performance, which is a key factor in predicting revenue from other distribution channels and is largely determined by our ability to produce content and develop stories and characters that appeal to a broad audience and the
effective marketing of the motion picture. If we are unable to accurately judge audience acceptance of our film content or to have the film effectively marketed, the commercial success of the film will be in doubt, which could result in costs not
being recouped or anticipated profits not being realized. Moreover, we cannot assure you that any particular feature film will generate enough revenue to offset its distribution and marketing costs, in which case we would not receive any gross
receipts for such film from DreamWorks Studios. In the past, some of our films have not recovered, after recoupment of marketing and distribution costs, their production costs in an acceptable timeframe or at all. For example, in 2003 we released
our final primarily hand-drawn animated feature film, Sinbad: Legend of the Seven Seas,which we estimate will not generate sufficient revenue over its first 10 years in distribution to fully recover, after recoupment of marketing and
distribution costs, its production costs.



Our business is dependent upon
the success of a limited number of releases each year and the commercial failure of any one of them could have a material adverse effect on our business.



We expect to theatrically release a limited number of animated feature films per year for the foreseeable future. The commercial failure of just one of
these films can have a significant adverse impact on our results of operations in both the year of release and in the future. For example, for the remainder of 2005, we will be dependent on the success of the release of Madagascarin the
worldwide home video market on November 15, 2005. Historically, there has been a close correlation between domestic box office success and international box office, home video and television success, such that feature films that are successful
in the domestic theatrical market are generally also successful in the international theatrical, home video and television markets. Our success in 2005 also significantly depends on audience acceptance of Wallace & Gromit: Curse of the
Were-Rabbit, which was released in the domestic theatrical market on October 7, 2005. If our films fail to achieve domestic box office success, because of the close correlation mentioned above, their international box office and home video
success and our business, results of operations and financial condition could be adversely affected in the remainder of 2005 and beyond. Further, we can make no assurances that the historical correlation between domestic box office results and
international box office and home video results will continue in the future. In addition, we can make no assurances that home video wholesale prices can be maintained at current levels due to aggressive retail pricing or other factors. Finally, the
limited number of films that we release in a year magnifies fluctuations in our earnings. Therefore, our reported results at quarter and year end may be skewed based on the release dates of our films, which could result in volatility in the price of
our Class A common stock.



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Our operating results fluctuate significantly.



We continue to expect significant fluctuations in our future quarterly and annual operating results because of a variety of
factors, including the following:



| |  |  | the success of our feature films;
| | - |  | ---------------------------------



| |  |  | the timing of the domestic and international theatrical releases and home video release of our feature films; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | DreamWorks Studios costs to distribute and market our feature films under the Distribution Agreement.
| | - |  | ------------------------------------------------------------------------------------------------------



We also expect that our operating results will continue to be affected by the
terms of the Distribution Agreement. Under the Distribution Agreement, DreamWorks Studios uses film revenue (i) to recover the distribution and marketing expenses it incurs for the film and (ii) to cover its distribution fee relating to
these markets before we recognize any revenue for that film. Accordingly, we recognize significantly less revenue from a film in the period of that films theatrical release than we would absent the Distribution Agreement. Furthermore, in the
event that the Distribution Agreement were terminated, depending on the arrangement that we negotiate with a replacement distributor, we could be required to directly incur distribution and marketing expenses related to our films, which under the
Distribution Agreement are incurred by DreamWorks Studios. Because we would expense those costs as incurred, further significant fluctuations in our operating results could result.



In response to these fluctuations, the market price of our Class A common stock could decrease significantly in spite
of our operating performance.



We principally operate in one business, the
production of CG animated feature films, and our lack of a diversified business could adversely affect us.



Unlike most of the major studios, which are part of large diversified corporate groups with a variety of other operations, we depend primarily on the
success of our feature films. For example, unlike us, many of the major studios are part of corporate groups that include television networks and cable channels that can provide stable sources of earnings and cash flows that offset fluctuations in
the financial performance of their feature films. Substantially all of our revenue is derived from a single sourceour CG animated feature filmsand our lack of a diversified business model could adversely affect us if our films fail to
perform to our expectations.



Animated films are expensive to produce and
the uncertainties inherent in their production could result in the expenditure of significant amounts on films that are canceled or significantly delayed.



The production, completion and distribution of animated feature films is subject to a number of uncertainties, including delays and increased
expenditures due to creative problems, technical difficulties, talent availability, accidents, natural disasters or other events beyond our control. Because of these uncertainties, the projected costs of an animated feature film at the time it is
set for production may increase, the date of completion may be substantially delayed or the film may be abandoned due to the exigencies of production. Delays in production may also result in a film not being ready for release at the intended time
and postponement to a potentially less favorable time, which could result in lower gross receipts for that film. In extreme cases, a film in production may be abandoned or significantly modified (including as a result of creative changes) after
substantial amounts have been spent, causing the write-off of expenses incurred with respect to the film. This was the case in 2003 when we wrote-off a significant amount of expenses that we had incurred for two of our animated films.



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Animated films typically take longer to produce than live-action films, which increases the uncertainties inherent in
their production and distribution.



Animated feature films
typically take three to four years to produce after the initial development stage, as opposed to an average of twelve to eighteen months for live-action films. The additional time that it takes to produce and release an animated feature film
increases the risk that our films in production will fall out of favor with target audiences and that competing films will be released in advance of or concurrently with ours, either of which risks could reduce the demand for, or popular appeal of,
our films.



The production and marketing of CG animated feature films is
capital intensive and our capacity to generate cash from our films may be insufficient to meet our anticipated cash requirements.



The costs to develop, produce and market a film are substantial and some of our competitors have more capital and greater resources than we and DreamWorks
Studios have. Through September 30, 2005, for example, we spent approximately $162 million to fund production costs (excluding capitalized interest and overhead expense) of our feature films, to make contingent compensation and residual
payments and to fund technology capital expenditures. For the remainder of 2005, we expect that these costs will be approximately $80.0 million, which includes additional production spending related to an increase in our direct-to-video business. In
addition, historically, we made substantial expenditures on distribution and marketing costs that are now generally incurred by DreamWorks Studios under the Distribution Agreement. Although we retain the right to exploit each of the eleven films
that we have previously released, the size of our film collection is insubstantial compared to the film libraries of the major U.S. movie studios, which typically have the ability to exploit hundreds of library titles. Library titles can provide a
stable source of earnings and cash flows that offset fluctuations in the financial performance of newly released films. Many of the major studios use these cash flows, as well as cash flows from their other businesses, to finance the production and
marketing of new feature films. We are not able to rely on such cash flows and are required to fund our films in development and production and other commitments with cash retained from operations and the proceeds of films that are generating
revenue from theatrical, home video and ancillary markets. If our films fail to perform, we may be forced to seek substantial sources of outside financing. Such financing may not be available in sufficient amounts for us to continue to make
substantial investments in the production of new CG animated feature films or may be available only on terms that are disadvantageous to us, either of which could have a material adverse effect on our growth or our business.



The costs of producing and marketing feature films have steadily increased and may
increase in the future, which may make it more difficult for a film to generate a profit or compete against other films.



The production and marketing of theatrical feature films requires substantial capital and the costs of producing and marketing feature films have
generally increased in recent years. According to the MPAA, the average negative cost of a motion picture produced by a major U.S. studio, which includes all costs associated with creating a feature film, including production costs, allocated studio
overhead and capitalized interest, but excludes abandoned project costs, has grown at a compound annual growth rate of 6.4% from 1994 to 2004 and the average domestic marketing cost (which includes prints and advertising costs) per picture has grown
at a compound annual growth rate of 7.9% over the same period. Although these growth rates include the costs of both live-action and animated films, they are indicative of the cost trend for motion pictures generally. These costs may continue to
increase in the future, which may make it more difficult for our films to generate a profit or compete against other films. Historically, production costs and marketing costs have risen at a rate faster than increases in either domestic admissions
to movie theaters or admission ticket prices. A continuation of this trend would leave us more dependent on other media, such as home video, television, international markets and new media for revenue.



We compete for audiences based on a number of factors, many of which are beyond our
control.



Despite a general increase in movie theater
attendance, the number of animated and live-action feature films released by competitors, particularly the major U.S. motion picture studios, may create an oversupply of product



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in the market, and may make it more difficult for our films to succeed. In particular, we compete directly against other animated films and family oriented
live-action films. Oversupply of such products may become most pronounced during peak release times, such as school holidays, national holidays and the summer release season, when theater attendance has traditionally been highest. Although we seek
to release our films during peak release times, we cannot guarantee that we will be able to release all of our films during those times and, therefore, may miss potentially higher gross box-office receipts. In addition, a substantial majority of the
motion picture screens in the U.S. typically are committed at any one time to only 10 to 15 films distributed nationally by major studio distributors. If our competitors were to increase the number of films available for distribution and the number
of exhibition screens remained static, it could be more difficult for us to release our films during optimal release periods.



The market for CG animated films is relatively new, and the entrance of additional film studios into the CG animated film market could adversely affect our business in
several ways.



CG animation is a relatively new form of
animation that has been successfully exploited by a limited number of movie studios since the first CG animated feature film, Toy Story,was released by Pixar in 1995. Because there are currently only a few studios capable of producing CG
animated feature films, there are a limited number of CG animated feature films in the market each year, a fact that may enhance their popular appeal. If additional studios were to enter the CG animated film market and increase the number of CG
animated films released per year, the popularity of the CG animation technique could suffer. Although we have developed proprietary technology, experience and know-how in the CG animation field that we believe provide us with significant advantages
over new entrants in the CG animated film market, there are no substantial technological barriers to entry that would prevent other film studios from entering the field, and in 2004 both Sony and Lucasfilm Ltd. announced plans to do so. Furthermore,
advances in technology may substantially decrease the time that it takes to produce a CG animated feature film, which could result in a significant number of new CG animated films or products. The entrance of additional animation companies into the
CG animated feature film market could adversely impact us by eroding our market share, increasing the competition for CG animated film audiences and increasing the competition for, and cost of, hiring and retaining talented employees, particularly
CG animators and technical staff.



Our success depends on certain key
employees.



Our success greatly depends on our employees.
In particular, we are dependent upon the services of Jeffrey Katzenberg. We do not maintain key person life insurance for any of our employees. We have entered into employment agreements with Mr. Katzenberg and with all of our top executive
officers and production executives. However, although it is standard in the motion picture industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure us of the continued services
of such employees. The loss of the services of Mr. Katzenberg or a substantial group of key employees could have a material adverse effect on our business, operating results or financial condition.



Our scheduled releases of CG animated feature films will place a significant strain on our
resources.



We have established multiple creative and
production teams so that we can simultaneously produce more than one CG animated feature film. As of November 2005, we have theatrically released five CG animated feature films and six non-CG animated feature films and have limited experience
sustaining the ability to produce and release more than one CG animated feature film at the same time. Due to the strain on our personnel from the effort required to produce a film and the time required for creative development of future films, it
is possible that we will be unable to consistently release two CG animated feature films per year. In the past, we have been required, and may continue to be required, to expand our employee base, increase capital expenditures and procure additional
resources and facilities in order to accomplish the scheduled releases of our animated feature films. This growth and expansion has placed, and continues to place, a significant strain on our resources. We cannot provide any assurances that any of
our animated feature films will be released as targeted or that this



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strain on resources will not have a material adverse effect on our business, financial condition or results of operations.



We are dependent on DreamWorks Studios and others for the distribution and promotion of
our feature films and related products.



In connection
with the Separation, we entered into the Distribution Agreement with DreamWorks Studios, pursuant to which DreamWorks Studios is responsible, with some exceptions, for the worldwide distribution of all of our films in all media. Although the
Distribution Agreement obligates DreamWorks Studios to distribute our films, DreamWorks Studios is able to terminate the agreement upon the occurrence of certain events of default, including a failure by us to deliver to DreamWorks Studios a minimum
number of films over specified time periods. If the Distribution Agreement is terminated by DreamWorks Studios or by us (including as a result of DreamWorks Studios ceasing to be engaged in the motion picture distribution business), we may have
difficulty finding a replacement distributor, in part because our films would become directly subject to the terms and conditions of the Universal Distribution Agreement and the Universal Home Video Agreement and would continue to be subject to the
terms of the existing sub-distribution, servicing and licensing agreements that DreamWorks Studios has entered into with CJ Entertainment, Kadokawa Entertainment and our other third-party service providers. We cannot assure you that we will be able
to find a replacement distributor on terms as favorable as those in the Distribution Agreement. In addition, in general, the term of the Distribution Agreement will be extended to the extent of the term, if longer, of any of DreamWorks Studios
sub-distribution, servicing and licensing agreements that we pre-approve (such as the Universal Agreements and DreamWorks Studios existing arrangements with CJ Entertainment and Kadokawa Entertainment). As a result, our ability to terminate
the Distribution Agreement is effectively limited. Moreover, under the Universal Agreements, we would be required to pay Universal Studios distribution fees and reimburse them for distribution expenses as they are incurred, regardless of the
performance of our films. As a result, we would have to record such expenses as they were incurred and we would recognize revenue consistent with the method we recognized revenue prior to the effectiveness of the Distribution Agreement.



DreamWorks Studios currently distributes our motion pictures in
international theatrical markets through the Universal Agreements and distribution agreements with CJ Entertainment (in Korea and the Peoples Republic of China) and Kadokawa Entertainment (in Japan). In addition, DreamWorks Studios has engaged
Universal Studios to be our worldwide principal fulfillment services provider for our home videos, excluding only Japan and Korea. We are therefore dependent on the ability of each of these companies to exploit our feature films in the territories
in which they distribute them and any termination of these agreements could adversely affect DreamWorks Studios ability to distribute our films. In addition, if Universal Studios, CJ Entertainment or Kadokawa Entertainment were to experience
financial difficulty or file for bankruptcy, our revenue could be substantially reduced with respect to the films in distribution.



DreamWorks Studios provides a number of services to us pursuant to the Services Agreement. If the Services Agreement were terminated, we would be required to replace
those services on terms that may be less favorable to us.



Under the terms of a Services Agreement that we entered into with DreamWorks Studios, DreamWorks Studios provides us with certain accounting, insurance administration, risk management, information systems management, tax, payroll, legal and
business affairs, human resources administration, procurement and other general support services. In addition, pursuant to the Services Agreement, we provide DreamWorks Studios office space at our Glendale facility, facilities management,
information technology purchasing services and limited legal services. DreamWorks Studios and we charge the receiving party so that it or we generally recovers the actual costs of providing these services, including allocable employee salaries,
fringe benefits and office costs and all out-of-pocket costs and expenses, plus 5% of the actual costs. While our historical financial statements reflect our allocated costs of these services, the historical financial statements do not necessarily
reflect what the costs of these services will be in the future. Both DreamWorks Studios and we have the right, upon notice, to



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terminate any or all of the services either party is providing under the Services Agreement. As a receiving party, both we and DreamWorks Studios may
exercise our termination rights generally upon 45 days notice. As a providing party, both we and DreamWorks Studios may exercise our termination rights generally upon 45 days notice, provided that the party exercising termination rights
is not providing such service for itself. If the Services Agreement is terminated, DreamWorks Studios will no longer be obligated to provide these services to us or pay us for the services we are providing it, and we will be required to either enter
a new agreement with DreamWorks Studios or another services provider or assume the responsibility for these functions ourselves and, in the case of office space, seek to find a new tenant. If we were to enter a new agreement with DreamWorks Studios,
hire a new services provider, assume these services ourselves or find a new tenant, the economic terms of the new arrangement may be less favorable than our current arrangement with DreamWorks Studios, which may adversely affect our business,
financial condition or results of operations.



If DreamWorks Studios were to
experience financial difficulty or file for bankruptcy, our business, results of operations and financial conditions could be materially adversely affected.



Under the terms of the Distribution Agreement, DreamWorks Studios is entitled to collect all amounts relating to our films
from the various distribution channelsincluding from domestic theatrical exhibitors, international sub-distributors, domestic and international home video services providers and television licensees. DreamWorks Studios is obligated to remit
the amounts that it collects to us after it has deducted its distribution fee and distribution and marketing costs. If DreamWorks Studios were to default in its obligations to pay us these amounts, our revenue with respect to films in distribution
at that time could be substantially reduced. Moreover, because we rely on DreamWorks Studios relationships and agreements with its sub-distributors, home video fulfillment services providers and licensees, if DreamWorks Studios were to
experience financial difficulty or file for bankruptcy, we could lose the benefit of some of those relationships and agreements. In addition, DreamWorks Studios is responsible for the costs of marketing our films in substantially all media and
markets. If DreamWorks Studios were to experience financial difficulty or file for bankruptcy, DreamWorks Studios may not have sufficient resources to market our films as effectively as the major studios market their films, which could adversely
affect our revenue. In addition, pursuant to the terms of the Services Agreement, we rely on DreamWorks Studios for specified services, share expenses relating to some of these services and receive payments from DreamWorks Studios for certain
services we provide, including office space. If DreamWorks Studios were not able to pay its share of these expenses, or ceased to provide these services, we may be required to absorb a greater portion of these expenses or obtain them from other
sources or seek a new tenant, which could be more costly. Accordingly, if DreamWorks Studios were to experience financial difficulty or file for bankruptcy, our business, results of operations and financial conditions could be materially adversely
affected.



We face risks relating to the international distribution of our
films and related products.



Because we have historically
derived approximately one-third of our revenue from the exploitation of our films in territories outside of the United States, our business is subject to risks inherent in international trade, many of which are beyond our control. These risks
include:



| |  |  | laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | differing cultural tastes and attitudes, including varied censorship laws;
| | - |  | --------------------------------------------------------------------------



| |  |  | differing degrees of protection for intellectual property;
| | - |  | ----------------------------------------------------------



| |  |  | financial instability and increased market concentration of buyers in foreign television markets, including in European pay television markets;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the instability of foreign economies and governments;
| | - |  | -----------------------------------------------------



| |  |  | fluctuating foreign exchange rates; and
| | - |  | ---------------------------------------



| |  |  | war and acts of terrorism.
| | - |  | --------------------------



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Piracy of motion pictures, including digital and Internet piracy, may decrease revenue received from the exploitation
of our films.



Motion picture piracy is extensive in many
parts of the world and is made easier by technological advances and the conversion of motion pictures into digital formats, which facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical
release, on videotapes and DVDs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts on free TV and the Internet. The proliferation of unauthorized copies and piracy of these products has an adverse affect on
our business because these products reduce the revenue we receive from our legitimate products. Under the Distribution Agreement, DreamWorks Studios is primarily responsible for enforcing our intellectual property rights with respect to all of our
films subject to the Distribution Agreement and is required to maintain security and anti-piracy measures consistent with the highest levels it maintains for its own motion pictures. Other than the remedies we have in the Distribution Agreement, we
have no way of requiring DreamWorks Studios to take any anti-piracy actions, and DreamWorks Studios failure to take such actions may result in our having to undertake such measures ourselves, which could result in significant expenses and
losses of indeterminate amounts of revenue. Even if applied, there can be no assurance that the highest levels of security and anti-piracy measures will prevent piracy.



Unauthorized copying and piracy are prevalent in territories outside of the U.S., Canada and Western Europe and in countries
where we may have difficulty enforcing our intellectual property rights. The MPAA, the American Motion Picture Marketing Association and American Motion Picture Export Association monitor the progress and efforts made by various countries to limit
or prevent piracy. In the past, some of these trade associations have enacted voluntary embargoes on motion picture exports to certain countries in order to pressure the governments of those countries to become more aggressive in preventing motion
picture piracy. In addition, the U.S. government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S. produced motion
pictures. There can be no assurance, however, that voluntary industry embargoes or U.S. government trade sanctions will be enacted or, if enacted, effective. If enacted, such actions could impact the amount of revenue that we realize from the
international exploitation of motion pictures depending upon the countries subject to such action and the duration and effectiveness of such action. If embargoes or sanctions are not enacted or if other measures are not taken, we may lose an
indeterminate amount of additional revenue as a result of motion picture piracy.



We cannot predict the effect that rapid technological change or alternative forms of entertainment may have on us or the motion picture industry.



The entertainment industry in general, and the motion picture industry in particular, continue to undergo significant
changes, primarily due to technological developments. Due to rapid growth of technology and shifting consumer tastes, we cannot accurately predict the overall effect that technological growth or the availability of alternative forms of entertainment
may have on the potential revenue from and profitability of our animated feature films. In addition, certain outlets for the distribution of motion pictures may not obtain the public acceptance that is or was previously predicted. For example, while
we have benefited from the rapid growth in the DVD market, we cannot assure that such growth will continue, or that other developing distribution channels, such as video-on-demand, will be accepted by the public or that, if they are accepted by the
public, we will be successful in exploiting such channels. Moreover, to the extent that other distribution channels gain popular acceptance, it is possible that demand for existing delivery channels, such as DVDs, will decrease. If we are unable to
exploit new delivery channels to the same extent that we have exploited existing channels, our business, results of operations or financial condition could be materially adversely affected.



We have only recently operated as an independent company, and we do business in a
relatively new industry, each of which makes it more difficult to predict whether our business model is sound.



Prior to the Separation, which occurred on October 27, 2004, we were a business division of DreamWorks Studios. Accordingly, we have limited
experience operating as an independent company implementing our own



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business model and an evaluation of our prospects is difficult to make, particularly in light of the fact that CG animation constitutes a relatively new form
of animated filmmaking and has been successfully exploited since only 1995. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies in the early stages of independent business operations,
particularly companies in highly competitive markets. To address these risks, we must, among other things, respond to changes in the competitive environment, continue to attract, retain and motivate qualified persons and continue to upgrade our
technologies. We cannot provide any assurances that we will be successful in addressing such risks.



We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor
confidence in our financial reports and have an adverse effect on our stock price.



Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2005, we will be required to furnish a report by our
management on our internal control over financial reporting. Such a report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement
as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. Our independent auditor
will also be required to attest to and report on managements assessment at that time.



The Committee of Sponsoring Organizations of the Treadway Commission (COSO) provides a framework for companies to assess and improve their internal control systems. The Public Company Accounting Oversight Standard
No. 2 (Standard No. 2) provides the professional standards and related performance guidance for auditors to attest to, and report on, managements assessment of the effectiveness of internal control over financial
reporting under Section 404. Managements assessment of internal controls over financial reporting requires management to make subjective judgments and, particularly because Standard No. 2 is newly effective, some of the judgments
will be in areas that may be open to interpretation and therefore the report may be uniquely difficult to prepare, and our independent auditors may not agree with managements assessments. We are still performing the system and process
documentation and evaluation needed to comply with Section 404, which is both costly and challenging.



During this process, if our management identifies one or more material weaknesses in our internal control over financial reporting that cannot be
remediated in a timely manner, we will be unable to assert such internal control is effective. If we are unable to assert that our internal control over financial reporting is effective as of December 31, 2005 (or if our independent auditors
are unable to attest that our managements report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial
reports, which would have an adverse effect on our stock price.



In connection with our annual and quarterly evaluations of disclosure controls and procedures to date, certain deficiencies in our internal controls over financial reporting have come to managements attention, including (i) a need to
improve the timeliness and accuracy of financial data and other information received from one of our third party service providers, (ii) a deficiency in the operation (but not the design) of an internal control over financial reporting relating to
taxes and (iii) a need to increase the depth and capabilities of our internal accounting staff and improve the coordination and communication across business functions regarding contractual arrangements. Management believes that these issues are
significant deficiencies, which means that there is more than a remote possibility that these deficiencies will result in a misstatement in our annual or interim reports that is more than inconsequential. Although we have taken, and are
undertaking, remediation efforts to address these deficiencies, we cannot assure you that we will not have a material weakness in our internal controls over financial reporting at year-end 2005 or in subsequent future periods.



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In 2004 and year-to-date in 2005, we devoted significant resources to remediate and improve our internal
controls. Management has discussed with our Audit Committee and independent auditors the areas identified for improvement and the remediation efforts that we are undertaking. Although we believe that these efforts have strengthened our internal
controls, we are continuing to work to improve our internal controls.



We cannot be certain as to the timing of completion of our evaluation, testing and any required remediation. If we are unable to complete our assessment under Section 404 or our remediation efforts in a timely manner, we and our
independent auditors would be unable to conclude that our internal control over financial reporting is effective as of December 31, 2005.



Our historical financial information may not be indicative of our results as a separate company.



Our historical financial information presented in this document does not reflect what our results of operations, financial
condition and cash flows would have been had we been a separate, stand-alone entity pursuing independent strategies during all periods presented. For example, our historical consolidated financial statements do not reflect what our results of
operations, financial condition or cash flows would have been had the Distribution Agreement been in place for all periods presented or had we shifted to our current business model of primarily producing CG animated films at an earlier date. As a
result, our historical financial information is not necessarily indicative of our future results of operations, financial condition or cash flows.



We could be adversely affected by strikes and other union activity.



Along with the major U.S. film studios, we employ members of the International Alliance of Theatrical and Stage Employees, or IATSE, on many of our
productions. We are subject to a collective bargaining agreement with the IATSE that expires in August 2006. We are also subject to a collective bargaining agreement with Local 839 of IATSE. In addition, we employ members of the Screen Actors Guild,
or SAG, and we have signed an industry-wide collective bargaining agreement with SAG that expires on June 30, 2008. We may also become subject to additional collective bargaining agreements. A strike by one or more of the unions that provide
personnel essential to the production of our feature films could delay or halt our ongoing production activities. Such a halt or delay, depending on the length of time involved, could cause the delay of the release date of our feature films and
thereby could adversely affect the revenue that the film generates.



To be
successful, we must continue to attract and retain qualified personnel and our inability to do so would adversely affect the quality of our films.



Our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified creative, technical and
managerial personnel. Competition for the caliber of talent required to make our films, particularly for our film directors, producers, animators, creative and technology personnel, will continue to intensify as other studios build their in-house CG
animation or special effects capabilities. For example, Lucasfilm Ltd. has announced its intent to make CG animated feature films, Sony has announced that it is producing its first CG animated feature film, and we believe Disney has begun to focus
more heavily on CG animated feature films. The entrance of additional film studios into the CG animated film industry or the increased production capacity of existing film studios will increase the demand for the limited number of talented CG
animators and programmers. There can be no assurance that we will be successful in identifying, attracting, hiring, training and retaining such qualified personnel in the future. If we are unable to hire and retain qualified personnel in the future,
particularly film directors, producers, animators, creative personnel and technical directors, there could be a material adverse effect on our business, operating results or financial condition.



We depend on technology and computer systems for the timely and successful development of
our animated feature films and related products.



Because
we are dependent upon a large number of software applications and computers for the development and production of our animated feature films, an error or defect in the software, a failure in the hardware, a



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failure of our backup facilities or a delay in delivery of products and services could result in significantly increased production costs for a feature film.
Moreover, if a software or hardware problem is significant enough, it could result in delays in one or more productions, which in turn could result in potentially significant delays in the release dates of our feature films or affect our ability to
complete the production of a feature film. Significant delays in production and significant delays in release dates, as well as the failure to complete a production, could have a material adverse effect on our results of operations. In addition,
because we seek to make cutting edge CG animated films, we must ensure that our production environment integrates the latest CG animation tools and techniques developed in the industry. To accomplish this, we can either develop these capabilities by
upgrading our proprietary software, which can result in substantial research and development costs, or we can seek to purchase third-party licenses, which can also result in significant expenditures. In the event we seek to obtain third-party
licenses, we cannot guarantee that they will be available or, once obtained, will continue to be available on commercially reasonable terms, or at all.



Our revenue may be adversely affected if we fail to protect our proprietary technology or enhance or develop new technology.



We depend on our proprietary technology to develop and produce our CG
animated feature films. We rely on a combination of patents, copyright and trade secret protection and non-disclosure agreements to establish and protect our proprietary rights. We currently have five patents issued and 17 patent applications
pending in the United States. We cannot provide any assurances that patents will issue from any of these pending applications or that, if patents do issue, any claims allowed will be sufficiently broad to protect our technology or that they will not
be challenged, invalidated or circumvented. In addition, we also rely on third-party software to produce our films, which is readily available to others. Failure of our patents, copyrights and trade secret protection, non-disclosure agreements and
other measures to provide protection of our technology and the availability of third-party software may make it easier for our competitors to obtain technology equivalent to or superior to our technology. If our competitors develop or license
technology that is superior to ours or that makes our technology obsolete, our films could become uneconomical to make. In such a case, we may be required to incur significant costs to enhance or acquire new technology so that our feature films
remain competitive. We cannot assure you that such costs would not have a material adverse affect on our business, financial condition or results of operations.



In addition, we may be required to litigate in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our
business, financial condition or results of operations.



Third-party
technology licenses may not continue to be available to us in the future.



In addition to our proprietary technology, we also rely on certain technology that we license from third-parties, including software that we use with our proprietary software. We cannot provide any assurances that
these third-party technology licenses will continue to be available to us on commercially reasonable terms or at all. The loss of or inability to maintain any of these technology licenses, or our inability to complete a given feature film, could
result in delays in feature film releases until equivalent technology could be identified, licensed and integrated. Any such delays or failures in feature film releases could materially adversely affect our business, financial condition or results
of operations.



Others may assert intellectual property infringement claims
against us.



One of the risks of the CG animated film
production business is the possibility of claims that our productions and production techniques misappropriate or infringe the intellectual property rights of third-parties with respect to their technology and software, previously developed films,
stories, characters, other entertainment or intellectual property. We have received, and are likely to receive in the future, claims of infringement of other parties proprietary rights. There can be no assurance that infringement or
misappropriation claims (or claims for



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indemnification resulting from such claims) will not be asserted or prosecuted against us, or that any assertions or prosecutions will not materially
adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such claims, we would incur significant costs and diversion of resources with respect to the defense thereof,
which could have a material adverse effect on our business, financial condition or results of operations. If any claims or actions are asserted against us, we may seek to obtain a license of a third-partys intellectual property rights. We
cannot provide any assurances, however, that under such circumstances a license would be available on reasonable terms or at all.



Forecasting film revenue and associated gross profits from our feature films prior to release is extremely difficult and may result in significant write-offs.



We are required to amortize capitalized film production
costs over the expected revenue streams as we recognize revenue from the associated films. The amount of film production costs that will be amortized each quarter depends on how much future revenue we expect to receive from each film. Unamortized
film production costs are evaluated for impairment each reporting period on a film-by-film basis. If estimated remaining revenue is not sufficient to recover the unamortized film production costs, the unamortized film production costs will be
written down to fair value. In any given quarter, if we lower our previous forecast with respect to total anticipated revenue from any individual feature film, we would be required to accelerate amortization of related film costs. Such accelerated
amortization would adversely impact our business, operating results and financial condition. In addition, we base our estimates of revenue on information supplied to us from DreamWorks Studios and other sources. If the information is not provided in
a timely manner or is incorrect, the amount of revenue and related expenses that we recognize from our animated feature films and related products could be wrong, which could result in fluctuations in our earnings.



If our stock price fluctuates, you could lose a significant part of your investment.



The market price of our Class A common stock may be
influenced by many factors, some of which are beyond our control, including those described above and the following:



| |  |  | changes in financial estimates by analysts;
| | - |  | -------------------------------------------



| |  |  | announcements by us or our competitors of significant contracts, productions, acquisitions, or capital commitments;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | variations in quarterly operating results;
| | - |  | ------------------------------------------



| |  |  | general economic conditions;
| | - |  | ----------------------------



| |  |  | terrorist acts;
| | - |  | ---------------



| |  |  | future sales of our common stock; and
| | - |  | -------------------------------------



| |  |  | investor perception of us and the filmmaking industry.
| | - |  | ------------------------------------------------------



In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated to and disproportionate to
the operating performance of movie studios. These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance.



We have agreed to effect up to two follow-on secondary offerings of our Class A
common stock in respect of the Holdco arrangements described below. Sales of our Class A common stock in such follow-on offering or offerings may cause the market price of our Class A common stock to drop significantly, even if our
business is doing well.



As described below, certain
members of DreamWorks Studios who received shares of our common stock in connection with the Separation entered into an arrangement among themselves with respect to the allocation of



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such shares among such members. Entities controlled by Paul Allen, Steven Spielberg, Jeffrey Katzenberg and David Geffen, together with Lee Entertainment
L.L.C. (Lee Entertainment) and Universal Studios, contributed the shares of our common stock received by them in the Separation to DWA Escrow LLLP, a limited liability limited partnership referred to in this report as Holdco
(other than (1) in the case of entities controlled by Steven Spielberg, Jeffrey Katzenberg and David Geffen, 577,040 shares of Class A common stock and 1,154,079 shares of Class B common stock, (2) in the case of an entity controlled
by Paul Allen, 12,627,933 shares of Class A common stock (4,901,858 shares of which were sold in our initial public offering) and one share of Class C common stock, (3) in the case of Lee Entertainment, 1,997,067 shares of
Class A common stock (775,213 shares of which were sold in our initial public offering) and (4) in the case of Universal Studios, 1,039,756 shares of Class A common stock (all of which were sold in our initial public offering). In
connection with the establishment of Holdco, we have agreed that Jeffrey Katzenberg and David Geffen (or entities controlled by them), acting together, or Paul Allen (or entities controlled by him) may select the timing of one follow-on secondary
offering of Class A common stock, which must occur during the period beginning six months after our initial public offering and ending on May 31, 2006. Such follow-on offering must be of a sufficient size to permit the Holdco partners to
receive a minimum of approximately $533 million of aggregate net cash proceeds from a combination of sales of secondary shares in our initial public offering and such follow-on secondary offering (assuming participation by all Holdco partners in
such offerings). Shares to be sold in such follow-on offering will consist of shares of common stock retained by Holdco partners and certain of the common stock contributed to Holdco. Under no circumstances will we be obligated to issue additional
shares of our common stock for sale in the follow-on offering, regardless of the size of such offering. Upon consummation of a follow-on offering that satisfies this requirement, each Holdco partner will have the right to receive a portion of the
remaining shares of common stock held by Holdco and allocated to such partner and, in the case of certain Holdco partners, a portion of any net proceeds received by Holdco in connection with such offering, in each case in accordance with the Holdco
partnership agreement.



If such follow-on offering has not
occurred by May 31, 2006, then Paul Allen (or entities controlled by him) will have the ability to initiate a follow-on offering during the 18-month period (or 24-month period if Universal Studios triggers a follow-on offering as described
below) beginning June 1, 2006. If such follow-on offering has not occurred by December 1, 2007 (or June 1, 2008 if Universal Studios triggers a follow-on offering as described below), then Jeffrey Katzenberg and David Geffen (or
entities controlled by them) will have the right to initiate a follow-on offering on or prior to December 31, 2007 (or June 30, 2008 if Universal Studios triggers a follow-on offering as described below). In addition, if a follow-on
offering has not been consummated prior to December 1, 2006, then during the period from December 1, 2006 through February 28, 2007, Universal Studios will have the right to initiate a follow-on offering of a portion of the stock
contributed to Holdco of a sufficient size to generate aggregate net proceeds of $75 million for Universal Studios, when combined with the net proceeds received by Universal Studios in our initial public offering.



The follow-on offering or offerings may cause the market price of our
Class A common stock to drop significantly, even if our business is doing well and even though we will not issue any additional shares to be sold in such offering or offerings.



Shares eligible for future sale may cause the market price of our Class A common stock to drop significantly, even if our business
is doing well.



The market price of our Class A
common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it
more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.



As of October 31, 2005, there were 52,273,133 shares of our Class A common stock, 50,842,414 shares of our Class B common stock and one share of
our Class C common stock outstanding. The shares of Class B common stock and Class C common stock are convertible into Class A common stock on a one-for-one basis.



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The 33,350,000 shares of Class A common stock sold in our initial public offering, the 2,146,505 shares of our Class A common stock delivered to
DreamWorks Studios and our employees (in connection with the conversion of equity-based compensation awards of DreamWorks Studios that are vested or will vest within 60 days and the grant of shares to our and DreamWorks Studios employees and
advisors in connection with our initial public offering) and the 276,924 shares of Class A common stock issued to current and former employees of PDI in connection with the merger of PDI and a wholly owned subsidiary of ours are freely
tradeable without restriction or further registration under the Securities Act of 1933, as amended, by persons other than our affiliates within the meaning of Rule 144 under the Securities Act.



In addition to the follow-on secondary offerings described in the previous
risk factor, following the final allocation of shares by Holdco to the Holdco partners, each of Steven Spielberg, Jeffrey Katzenberg, David Geffen and Paul Allen or entities controlled by them or their permitted transferees will be able to sell
their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the Securities and Exchange Commission (the
SEC). Entities controlled by each of Paul Allen, Steven Spielberg, Jeffrey Katzenberg and David Geffen (and certain of their permitted transferees), as well as Universal Studios in limited circumstances, will also have the right to cause
us to register the sale of shares of Class A common stock beneficially owned by them. In addition, certain of our stockholders that are members of DreamWorks Studios on the closing date will have the right to include shares of Class A
common stock beneficially owned by them (including the Class A common stock into which our Class B and Class C common stock is convertible) in certain future registration statements relating to our securities. If any of Paul Allen, Steven
Spielberg, Jeffrey Katzenberg, David Geffen, Holdco, Universal Studios, entities controlled by them or their respective permitted transferees were to sell a large number of their shares, including in the follow-on secondary offerings described
above, the market price of our Class A common stock could decline significantly. In addition, the perception in the public markets that sales by them might occur could also adversely affect the market price of our Class A common stock.



We and entities controlled by Paul Allen, Steven Spielberg,
Jeffrey Katzenberg and David Geffen and the other Holdco partners (and their parent entities) have agreed to certain trading and hedging limitations until the final allocation of shares by Holdco to the Holdco partners.



In addition, Holdco and members of DreamWorks Studios not participating in
Holdco (other than Thomson) have pledged approximately 10,714,286 shares of our common stock as security for DreamWorks Studios obligations under its revolving credit agreement. Under certain circumstances, including an event of default by
DreamWorks Studios under that revolving credit agreement, the lenders will be entitled to take possession of the pledged shares of common stock (after converting any pledged Class B common stock into Class A common stock) and sell them in the
open market, subject to applicable bankruptcy, securities and other laws, as well as any applicable lock-up agreements.



In October 2004, we filed a registration statement on Form S-8 under the Securities Act to register an aggregate of 16,521,358 shares of our Class A
common stock reserved for issuance under our 2004 Omnibus Incentive Compensation Plan, including shares of our common stock underlying equity-based awards made at the time of our initial public offering. Subject to the lock-ups described above and
any limitations on sales of our common stock by our affiliates, shares registered under the registration statement on Form S-8 are available for sale into the public market.



Also, in the future, we may issue our securities in connection with investments and acquisitions. The amount of our common
stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common stock.



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A few significant stockholders control the direction of our business. The concentrated ownership of our common stock
and certain corporate governance arrangements will prevent you and other stockholders from influencing significant corporate decisions.



Holdco, which is controlled by Jeffrey Katzenberg and David Geffen or entities controlled by them (subject to certain approval rights of Holdcos
limited partners) prior to the final allocation of shares contributed to Holdco, currently owns 97.8% of the outstanding shares of our Class B common stock (which represents 48.2% of our common equity and 91.5% of the total voting power of our
common stock). In addition, Jeffrey Katzenberg and David Geffen each own 577,040 shares of our Class B common stock outside of Holdco, which represents the remaining outstanding shares of Class B common stock and in the aggregate 1.1% of our common
equity and 2.1% of the total voting power of our common stock. Accordingly, Jeffrey Katzenberg and David Geffen or entities controlled by them generally have the collective ability to control all matters requiring stockholder approval, including the
nomination and election of directors (other than the director elected by an entity controlled by Paul Allen as the holder of Class C common stock), the determination of our corporate and management policies and the determination, without the consent
of our other stockholders, of the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. In addition,
the disproportionate voting rights of the Class B common stock relative to the Class A common stock and the Class C common stock may make us a less attractive takeover target.



The interests of our controlling and significant stockholders may conflict with the interests of our other stockholders.



We cannot assure you that the interests of Jeffrey Katzenberg, David
Geffen, Steven Spielberg and Paul Allen, or entities controlled by them, will coincide with the interests of the holders of our Class A common stock. For example, Jeffrey Katzenberg and David Geffen, or entities controlled by them, could cause
us to make acquisitions that increase the amount of our indebtedness or outstanding shares of common stock or sell revenue-generating assets. Additionally, DreamWorks Studios (which is controlled by Jeffrey Katzenberg, David Geffen and Steven
Spielberg) is in the business of making movies and derivative products and may, from time to time, compete directly or indirectly with us or prevent us from taking advantage of corporate opportunities. Jeffrey Katzenberg, David Geffen, Steven
Spielberg and DreamWorks Studios may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. Our restated certificate of incorporation provides for
the allocation of corporate opportunities between us, on the one hand, and certain of our founding stockholders, on the other hand, which could prevent us from taking advantage of certain corporate opportunities. So long as Jeffrey Katzenberg, David
Geffen or entities controlled by them continue to collectively own shares of our Class B common stock with significant voting power, Jeffrey Katzenberg and David Geffen, or entities controlled by them, will continue to collectively be able to
strongly influence or effectively control our decisions.



Additionally, in connection with the Separation we entered into a tax receivable agreement with an affiliate of a stockholder. As a result of certain transactions that entities controlled by this stockholder engaged in, the tax basis of our
assets was partially increased and the amount of tax we may pay in the future is expected to be reduced. Under the tax receivable agreement, we are required to pay to the stockholders affiliate 85% of the amount of any cash savings in certain
taxes resulting from the partial increase in tax basis and certain other related tax benefits, subject to repayment if it is determined that these savings should not have been available to us. As a result, the interests of this stockholder and
entities controlled by him and the holders of our Class A common stock could differ. The actual amount and timing of any payments under this tax receivable agreement will vary depending upon a number of factors. As a result of the increased tax
basis, we expect to be entitled to a tax benefit of $89.1 million as management has determined that such benefit can be realized through a refund of taxes paid for 2004 or a reduction or refund in projected taxes to be paid for 2005. The tax
receivable agreement requires us to pay the stockholders affiliate 85% of such benefit. As a result of the size of the increase in the tax basis of our tangible and intangible assets, during the approximately 15-year average amortization
period for such increased tax basis, the payments that may be made to the stockholders affiliate could be substantial. For a



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further discussion of the tax receivable agreement, see Note 10 to our Unaudited Consolidated Financial Statements and Managements Discussion and
Analysis of Financial Condition and Results of Operations-Critical Accounting Policies-Provision for Income Taxes.



Anti-takeover provisions of our charter and by-laws, as well as Delaware law may reduce the likelihood of any potential change of control or unsolicited acquisition
proposal that you might consider favorable.



The
anti-takeover provisions of Delaware law impose various impediments to the ability of a third-party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. Additionally, provisions of our charter and
by-laws could deter, delay or prevent a third-party from acquiring us, even if doing so would benefit our stockholders. These provisions include:



| |  |  | the division of our capital stock into Class A common stock and Class C common stock, each entitled to one vote per share, and Class B common stock, entitled to 15 votes per
share, all of which Class B common stock will initially be owned or controlled by Jeffrey Katzenberg and David Geffen;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the right of the holder of Class C common stock (voting as a separate class) to elect one director;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | the authority of the board to issue preferred stock with terms as the board may determine;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the absence of cumulative voting in the election of directors;
| | - |  | --------------------------------------------------------------



| |  |  | following such time as the outstanding shares of Class B common stock cease to represent a majority of the combined voting power of the voting stock, prohibition on stockholder
action by written consent;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limitations on who may call special meetings of stockholders;
| | - |  | -------------------------------------------------------------



| |  |  | advance notice requirements for stockholder proposals;
| | - |  | ------------------------------------------------------



| |  |  | following such time as the outstanding shares of Class B common stock cease to represent a majority of the combined voting power of the voting stock, super-majority voting
requirements for stockholders to amend the by-laws; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | stockholder super-majority voting requirements to amend certain provisions of the charter.
| | - |  | ------------------------------------------------------------------------------------------



It is possible that we may be treated as a personal holding company for Federal tax purposes now or in the future.



The Internal Revenue Code currently imposes an additional tax at a rate of
15% on the undistributed personal holding company income (as defined in the Internal Revenue Code) of a corporation that is a personal holding company and such rate of tax is scheduled to increase for taxable years beginning
after December 31, 2008. A corporation is treated as a personal holding company for a taxable year if both (i) five or fewer individuals directly or indirectly own (or are deemed under attribution rules to own) more than 50% of the value
of the corporations stock at any time during the last half of that taxable year and (ii) 60% or more of the corporations gross income for that taxable year is personal holding company income (which includes, among other
things, dividends, interest, annuities and, under certain circumstances, royalties and rents). We believe that, under applicable attribution rules, five or fewer individuals may be deemed to own more than 50% of the value of our stock and the stock
of our subsidiaries. We also believe, however, that less than 60% of our and our subsidiaries gross income consists of personal holding company income and, as a result, we believe that neither we nor any of our subsidiaries is a personal
holding company. There can be no assurance, however, that we or any of our subsidiaries are not, or will not become, a personal holding company and thus be subject, or become subject to, the tax imposed on our or our subsidiaries undistributed
personal holding company income.



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|Item 3. | Quantitative and Qualitative Disclosure About Market Risk
|------- | ---------------------------------------------------------



Market and Exchange Rate Risk



Interest Rate Risk.    We are exposed to the impact of interest rate changes as a result of our variable rate long-term debt
and debt allocated to us by DreamWorks Studios. DreamWorks Studios uses derivative instruments from time to time to manage the related risk. Because DreamWorks Studios allocates to us the income and expense associated with these derivative
instruments, this has resulted in short term gains or losses. As a result of the Separation, we are no longer allocated interest expense or other income and expense associated with derivative instruments, although we did assume the interest rate
swap and cap agreements associated with our production funding indebtedness. This indebtedness was extinguished by June 30, 2005. Through the Distribution Agreement with DreamWorks Studio, we continue to actively monitor fluctuations in
interest rates. A hypothetical 1% change in the interest rates applicable to the debt associated with our Glendale animation campus would approximately result in a $0.7 million increase or decrease in annual interest expense. We are not subject to
significant interest rate risk on our other financing arrangements.



Foreign Currency Risk.    We are subject to market risks resulting from fluctuations in foreign currency exchange rates through our non-U.S. revenue sources and we incur certain distribution and production costs
in foreign currencies. However, there is a natural hedge against foreign currency changes due to the fact that, while significant receipts for international territories may be foreign currency denominated, significant distribution expenses are
similarly denominated, mitigating fluctuations to some extent depending on their relative magnitude.



Credit Risk.    We are exposed to credit risk from DreamWorks Studios and third parties, including customers, counter parties
and distribution partners. These parties may default on their obligations to us, due to bankruptcy, lack of liquidity, operational failure or other reasons.



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|Item 4. | Controls and Procedures
|------- | -----------------------



(a) Evaluation of disclosure controls and procedures.



Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report. The evaluation included certain internal control areas in which we have made and are
continuing to make changes to improve and enhance controls. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



Based on that evaluation, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures were effective as of the end of the third quarter to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is accurately recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



During our evaluation of disclosure controls and procedures for the quarter ended September 30, 2005, as well in connection with evaluations for prior
periods, certain deficiencies in our internal controls over financial reporting came to managements attention, including a need to improve the timeliness and accuracy of financial data and other information received from one of our third party
service providers and a deficiency in the operation (but not the design) of an internal control over financial reporting relating to taxes. Although we have taken, and are undertaking, remediation efforts to address these deficiencies, we cannot
assure you that we will not have a material weakness in our internal controls over financial reporting at year-end 2005 or in subsequent future periods.



(b) Changes in internal controls over financial reporting.



There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Since 2004, we have invested significant resources to comprehensively document and analyze our system of internal controls. As discussed above, we have
identified areas of our internal controls over financial reporting requiring improvement, and are in the process of designing enhanced processes and controls to address issues identified through this review. For a further discussion, see Item
2Risk FactorsWe are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in
our financial reports and have an adverse effect on our stock price. Management will consider these matters when assessing the effectiveness of our internal control over financial reporting at year end and we expect that we will make
additional changes to enhance our internal control over financial reporting.



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PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



Shareholder Class Action Suits.    Between June 1 and August 1, 2005, eight purported shareholder class action
lawsuits alleging violations of federal securities laws were filed against us and several of our officers and directors. Seven of these lawsuits were filed in the U.S. District Court for the Central District of California and are pending before a
single judge; the eighth was filed in the Superior Court of the State of California. The lawsuits generally assert that we and certain of our officers and directors made alleged material misstatements and omissions in certain press releases, SEC
filings and other public statements, including in connection with the Companys initial public offering in October 2004, and seek to recover damages on behalf of purchasers of our securities during the purported class period (which varies by
lawsuit, but encompasses the period from October 28, 2004 to May 10, 2005). In July 2005, one of these lawsuits was amended to add additional causes of action under the federal securities laws and additional officer and director
defendants, and to extend the purported class period to an ending date of July 11, 2005; that complaint has since been voluntarily dismissed. The federal cases have been consolidated and a lead plaintiff will be appointed to file a consolidated
and amended class action complaint. We intend to defend against these lawsuits vigorously. We are unable to predict the outcome of these suits or reasonably estimate a range of possible loss.



Derivative Suits.    In July 2005, three putative
shareholder derivative actions were filed in the Superior Court of the State of California alleging various state statutory and common law claims against us (nominally and in a derivative capacity) and several of our officers and directors for
allegedly violating their fiduciary duties to the Company by, among other things, permitting the Company to issue alleged material misstatements and omissions. In addition, in September 2005, a putative shareholder derivative action was filed in the
U.S. District Court for the Central District of California alleging similar claims against us (nominally and in derivative capacity) and several of our officers and directors as those alleged in the state court derivative cases. These lawsuits
generally assert, on behalf of the Company, the same underlying factual allegations as those made in the purported class action lawsuits discussed above. We intend to defend against these lawsuits vigorously. We are unable to predict the outcome of
these suits or reasonably estimate a range of possible loss. In July 2005, we received a letter addressed to our Board of Directors from a law firm purporting to represent a stockholder of the Company requesting that the Company investigate and
institute proceedings pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, to recover proceeds from alleged sales of shares by certain selling stockholders in connection with our initial public offering. The Board has
evaluated this demand and has responded that it will not institute proceedings.



Informal Inquiry by the SEC.    In July 2005, we announced that we had received a request from the staff of the SEC and are voluntarily complying with an informal inquiry concerning trading
in our securities and the disclosure of our financial results on May 10, 2005. The SEC has informed us that the informal inquiry should not be construed as an indication that any violations of law have occurred. We are cooperating fully with
the inquiry.



Other Matters.    From
time to time we are involved in legal proceedings arising in the ordinary course of our business, typically intellectual property litigation and infringement claims related to our feature films, which could cause us to incur significant expenses or
prevent us from releasing a film. We also have been the subject of patent and copyright claims relating to technology and ideas that we may use or feature in connection with the production, marketing or exploitation of our feature films, which may
affect our ability to continue to do so.



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|Item 5. | Other Information
|------- | -----------------



(a) On November 11, 2005, the Distribution Agreement was amended and clarified by a letter agreement between us and DreamWorks Studios to reflect our and
DreamWorks Studios mutual understanding regarding certain provisions thereof as well as our and DreamWorks Studios business practices since the Distribution Agreements effectiveness. The letter agreement clarifies certain
limitations on DreamWorks Studios right to receive cash from us, or to deduct from future amounts due to us under the Distribution Agreement, in connection with overstated cash receipts for a film (e.g., for returns of home video product).



A copy of the letter agreement is filed as Exhibit 10.1 to
this Form 10-Q.



|Item 6. | Exhibits
|------- | --------



|             |  |                                                                                                                                                                                                           
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.1 |  | Letter of Amendment and Clarification, dated November 11, 2005, between DreamWorks Animation SKG, Inc. and DreamWorks L.L.C.                                                                              
|             | 
|Exhibit 31.1 |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|             | 
|Exhibit 32.1 |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                           



Items 2, 3, 4, and 5(b) are not
applicable and have been omitted.



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  |                                |  |                           |  |                        
|----------------------- |  |  |  | ------------------------------ |  | ------------------------- |  | -----------------------
|                        |  |  |  | DREAMWORKS ANIMATION SKG, INC.
|                        |  |  | 
|Date: November 14, 2005 |  |  |  | By:                            |  | /s/    KRISTINA M.
LESLIE
|                        |  |  |  |                                |  | Name:                     |  | Kristina M. Leslie     
|                        |  |  |  |                                |  | Title:                    |  | Chief Financial Officer



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                               
|Exhibit 10.1  |  | Letter of Amendment and Clarification, dated November 11, 2005, between DreamWorks Animation SKG, Inc. and DreamWorks L.L.C.                                                                              
|              | 
|Exhibit 31.1  |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|              | 
|Exhibit 31.2  |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|              | 
|Exhibit 32.1  |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                           



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