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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT
OF 1934



For the fiscal year ended December 31,
2005



Commission File Number 0-26976



Pixar

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|California                                                    |  | 68-0086179                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|1200 Park Avenue, Emeryville, California                      |  | 94608                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



Registrants
telephone number, including area code:

(510) 752-3000



Securities registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:

Common
Stock, no par value per share

(Title of Class)



Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
of 1933.    Yes þ        No ̈



Indicate by check mark if the Registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act).    Yes ̈No þ



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ        No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.    þ



Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.



Large accelerated
filer  þ             Accelerated filer ̈Non-accelerated filer ̈



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



As of July 2, 2005, the last day of the Registrants most recently completed second fiscal quarter, there were 118,568,761 shares of the
Registrants Common Stock outstanding, and the aggregate market value of such shares held by non-affiliates of the Registrant (based on the closing sale price of such shares on the NASDAQ National Market on July 1, 2005) was
$2,480,647,889. Shares of the Registrants Common Stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.



As of February 15,
2006, there were 120,429,073 shares of the Registrants Common Stock outstanding.



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TABLE OF CONTENTS



|           |  |                                                                                                           |  |     
|---------- |  | --------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                           |  | Page
|           |  | PART I                                                                                                    |  |     
|           |  |                                                                                                          
|Item 1.    |  | Business                                                                                                  |  | 3   
|           |  |                                                                                                          
|Item 1A.   |  | Risk Factors                                                                                              |  | 18  
|           |  |                                                                                                          
|Item 1B.   |  | Unresolved Staff Comments                                                                                 |  | 33  
|           |  |                                                                                                          
|Item 2.    |  | Properties                                                                                                |  | 33  
|           |  |                                                                                                          
|Item 3.    |  | Legal Proceedings                                                                                         |  | 34  
|           |  |                                                                                                          
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                       |  | 35  
|           |  |                                                                                                          
|           |  | Executive Officers of the Company                                                                         |  | 35  
|           |  |                                                                                                          
|           |  | PART II                                                                                                   |  |     
|           |  |                                                                                                          
|Item 5.    |  | Market for Companys Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |  | 37  
|           |  |                                                                                                          
|Item 6.    |  | Selected Financial Data                                                                                   |  | 37  
|           |  |                                                                                                          
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     |  | 37  
|           |  |                                                                                                          
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 46  
|           |  |                                                                                                          
|Item 8.    |  | Financial Statements and Supplementary Data                                                               |  | 47  
|           |  |                                                                                                          
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                      |  | 47  
|           |  |                                                                                                          
|Item 9A.   |  | Controls and Procedures                                                                                   |  | 47  
|           |  |                                                                                                          
|Item 9B.   |  | Other Information                                                                                         |  | 47  
|           |  |                                                                                                          
|           |  | PART III                                                                                                  |  |     
|           |  |                                                                                                          
|Item 10.   |  | Directors and Executive Officers of the Company                                                           |  | 48  
|           |  |                                                                                                          
|Item 11.   |  | Executive Compensation                                                                                    |  | 50  
|           |  |                                                                                                          
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters            |  | 53  
|           |  |                                                                                                          
|Item 13.   |  | Certain Relationships and Related Transactions                                                            |  | 54  
|           |  |                                                                                                          
|Item 14.   |  | Principal Accounting Fees and Services                                                                    |  | 55  
|           |  |                                                                                                          
|           |  | PART IV                                                                                                   |  |     
|           |  |                                                                                                          
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                                |  | 56  
|           | 
|Signatures |  | 86                                                                                                       



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This Annual Report on Form 10-K 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 scheduled release dates of our feature films, our anticipated revenues and operating expenses, our expectations on DVD penetration and
the resulting effect on our home video sales. 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, scheduled, and variations of such words and similar expressions. Such forward-looking statements are based on current expectations, estimates and projections about our industry and
managements beliefs and assumptions. These statements are not guarantees of future performance and are subject to various 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 18 through 33. 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.



PART I



|Item 1. | Business
|------- | --------



Recent
Developments



Merger Agreement with the Walt Disney
Company.    On January 24, 2006, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Disney by which Disney has agreed to acquire Pixar (the Merger). The Merger Agreement
has been approved by the Boards of Directors of both Pixar and Disney.



Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time), each issued and outstanding share of Common Stock of Pixar will be converted into the right to receive 2.3
shares of common stock of Disney. In addition, each outstanding option to purchase Pixar Common Stock will be converted at the Effective Time into an option to purchase 2.3 shares of Disney common stock and will be assumed by Disney.



Consummation of the Merger is subject to several closing conditions,
including the approval of the principal terms of the Merger Agreement and approval of the Merger by the shareholders of Pixar, the receipt of antitrust approvals or the expiration of applicable waiting periods in certain jurisdictions, the absence
of certain governmental restraints, and effectiveness of a Form S-4 registration statement filed by Disney. The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.



The Merger Agreement contains certain termination rights for
both Pixar and Disney and provides that in certain specified circumstances, Pixar must pay Disney a termination fee of $210,000,000 (generally in the event the Board of Directors of Pixar changes its recommendation that its shareholders approve the
principal terms of the Merger Agreement and the Merger, or elects to pursue a superior acquisition proposal from a third party).



Concurrently with the execution of the Merger Agreement, Disney entered into a voting agreement (the Voting Agreement) with Steve Jobs, the
Chief Executive Officer of Pixar, pursuant to which Mr. Jobs has agreed to vote a number of his shares of Pixar Common Stock (representing forty percent (40%) of the shares of Pixar Common Stock outstanding and entitled to vote on the
record date for any vote of shareholders of Pixar on the Merger Agreement and the transactions contemplated thereby) in favor of the approval of the principal terms of the Merger Agreement and approval of the Merger. In addition, pursuant to the
Voting Agreement, Mr. Jobs is entitled to vote the balance of his shares of Pixar Common Stock in any manner he deems appropriate.



Distribution Letter Agreement.    Pixar entered into a Distribution Letter Agreement (the Distribution Letter
Agreement) dated as of January 27, 2006 with Disney regarding the distribution of a feature length animated film currently entitled Ratatouille. Pursuant to the Distribution Letter Agreement, Ratatouille will be



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deemed a Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions, including but not limited
to those noted below.



The Distribution Letter Agreement
provides that the term of the Co-Production Agreement shall be extended until delivery to Disney of Ratatouille. In addition, Pixar will finance all production costs and receive all gross receipts of Ratatouille after deduction of
(1) a distribution fee paid to Disney, (2) any participations paid to third parties and (3) Disneys distribution costs. Pixar shall have creative control and control of production for Ratatouille and shall own all rights
to derivative works based on Ratatouille, except that Disney shall own theme park rights to Ratatouille in perpetuity.



Under the Distribution Letter Agreement, Pixar shall have sole ownership of copyrights, trademarks and other intellectual property rights in and to
Ratatouille. In addition, Disneys exclusive distribution and exploitation rights with respect to Ratatouille shall be for a period of 10 years from initial theatrical exhibition of Ratatouille or 11 years from delivery of
Ratatouille, whichever is earlier.



Stock
Split.    On March 23, 2005, we announced that our Board of Directors had approved a two-for-one stock split of our Common Stock and a proportional increase in the number of authorized shares of our Common Stock from
100 million to 200 million. Shareholders of record at the close of trading on April 4, 2005 were entitled to receive one additional share of Pixar Common Stock for every outstanding share held on such date. The additional shares were
distributed on April 18, 2005, and reporting of our share price on a post-split basis commenced on April 19, 2005. All issued and outstanding shares and per share amounts and stock prices related to Pixars Common Stock in this report
have been restated to reflect the stock split for all periods presented.



General



Pixar was formed in 1986 when Steve
Jobs purchased the computer division of Lucasfilm and incorporated it as a separate company. We are a leading digital animation studio with the creative, technical and production capabilities to create animated feature films and related products.
Our objective is to create, develop and produce computer-animated feature films with heartwarming stories and memorable characters that appeal to audiences of all ages. Through the creation of entertaining, enduring and successful films, we seek to
maintain our position as a leading brand in animated feature films.



To date, we have created and produced six full-length computer-animated feature films, which were marketed and distributed by The Walt Disney Company (along with its subsidiaries hereinafter referred to as Disney). Pixar has won
20 Academy Awards® for its films and technical
achievements, and our six films have grossed an aggregate of more than $3.2 billion at the worldwide box office. Our next film, Cars,is scheduled for release on June 9, 2006. Cars is directed by Pixars two-time Academy
Award®-winner John Lasseter, who directed Toy
Story, A Bugs Life, and Toy Story 2. We are also currently in production on Ratatouille, which is scheduled for a summer 2007 release.



Our principal executive offices are located at 1200 Park Avenue, Emeryville, California 94608. Our telephone number is
(510) 752-3000, and our website is located at www.pixar.com; however, the information in, or that can be accessed through our website is not part of this report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to such reports are available, free of charge, on the Investors Relations section of our website (www.pixar.com) as soon as reasonably practicable after we electronically file such material with, or furnish it
to, the Securities and Exchange Commission.



The statements in
this Form 10-K regarding the scheduled release dates for our next films are forward-looking, and the actual release dates may differ. Factors that could cause delays in the release of our films include, but are not limited to (1) the
uncertainties related to production delays, (2) financing requirements or marketing or distribution factors, (3) personnel availability, (4) external socioeconomic and political events, and (5) the release dates of competitive
films. See Risk Factors in Item 1A of this Form 10-K.



Distribution of Our Films



In February
1997, we entered into the Co-Production Agreement (which, except for certain economic provisions applicable toToy Story, superseded the Feature Film Agreement) with Disney pursuant to which we,



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on an exclusive basis, agreed to produce five original computer-animated feature-length theatrical motion pictures (the Pictures) for
distribution by Disney. Pixar and Disney agreed to co-finance the production costs of the Pictures, co-own the Pictures (with Disney having exclusive distribution and exploitation rights), co-brand the Pictures, and share equally in the profits of
each Picture and any related merchandise as well as other ancillary products, after recovery of all marketing and distribution costs (which Disney finances), a distribution fee paid to Disney and any other predefined fees or costs, including any
third party participations. The Co-Production Agreement generally provides that we will be responsible for the production of each Picture, while Disney will be responsible for the marketing, promotion, publicity, advertising and distribution of each
Picture.



The Co-Production Agreement also contemplates that
with respect to theatrical sequels, made-for-home video sequels, television productions, interactive media products and other derivative works related to the Pictures, we will have the opportunity to co-finance and produce such products or to earn
passive royalties on such products. We will not share in any theme park revenues generated as a result of the Pictures. Pursuant to the Co-Production Agreement, in addition to co-financing the production costs of the Pictures, Disney will reimburse
us for our share of certain general and administrative costs and certain research and development costs that benefit the productions of the Pictures.



Our second feature film,A Bugs Life, was released in November 1998 and counted as the first original Picture under the Co-Production
Agreement. In November 1999,Toy Story 2, our third animated feature film was released. As a theatrical sequel,Toy Story 2 is a derivative work of the originalToy Story and therefore it does not count toward the five original
Pictures to be produced under the Co-Production Agreement. As a derivative work,Toy Story 2 is treated as a Picture under the Co-Production Agreement, and all the provisions applicable to the five original Pictures apply.



In November 2001, we releasedMonsters, Inc., our fourth animated
feature film, which counts as the second original Picture under the Co-Production Agreement. In May 2003, we releasedFinding Nemo, our fifth animated feature film, which counts as the third original Picture under the Co-Production Agreement.
In November 2004, we releasedThe Incredibles, our sixth animated feature film, which counts as the fourth original Picture under the Co-Production Agreement. We are currently in post-production onCars, which is scheduled for
theatrical release on June 9, 2006.Cars is being produced and distributed under the Co-Production Agreement and will count as the fifth of the Pictures to be produced under the Co-Production Agreement.



We are also in production on Ratatouille, which will be distributed
by Disney and is scheduled for a summer 2007 release. Pursuant to the Distribution Letter Agreement, Ratatouille will be deemed a Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain
exceptions, including those described above. Additionally, we are in various stages of development and production on other feature films.



The term of the Co-Production Agreement continues until we deliver Ratatouille to Disney.



Business Model and Products



We are a leading brand in family entertainment as a result of our high
quality animated films and related products, such as video products, toys, interactive games and other merchandise.



Animated Feature Films.    Our first animated feature film,Toy Story, was released in November 1995. As the first fully
computer graphics imagery (CGI) animated feature film released theatrically, Toy Storyrevolutionized the field of animation. Since the release of Toy Story,we have produced five more highly successful films: A
Bugs Life, Toy Story 2, Monsters, Inc., Finding Nemo and The Incredibles.



We intend to continue to develop high-quality original computer-animated feature films for the family entertainment market. We are currently in various stages of development and production on a number of original
animated feature films includingCars, which is being directed by John Lasseter, the Director ofToy Story, A Bugs Life, andToy Story 2 and Executive Producer forMonsters, Inc.,Finding Nemo andThe
Incredibles.



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The following table sets forth box office information regarding our first six films as of
December 31, 2005:



|                |  |                 |  |                                                     
|--------------- |  | --------------- |  | ----------------------------------------------------
|Film            |  | Year of Release |  | Worldwide Box Office*                               
|The Incredibles |  | 2004            |  |  $261 million domestic  $370 million international
|Finding
Nemo    |  | 2003            |  |  $340 million domestic  $525 million international
|Monsters,
Inc.  |  | 2001            |  |  $256 million domestic  $269 million international
|Toy Story
2     |  | 1999            |  |  $246 million domestic  $239 million international
|A Bugs
Life    |  | 1998            |  |  $163 million domestic  $201 million international
|Toy Story       |  | 1995            |  |  $192 million
domestic  $170 million international

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|* | Box office receipts represent the gross revenues collected by theatrical exhibitors for exhibition of our films and do not reflect the amount of revenue remitted to us.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Home Videos.    Home
video sales, including DVD and VHS formats, continue to be among the largest contributors to lifetime revenues of our films. With the increasing popularity of the DVD format, more consumers are creating DVD libraries. We believe that the popularity
of the DVD format is an important factor that contributed to the tremendous success ofThe Incredibles, Finding Nemo andMonsters, Inc. domestic home video releases. In March 2005, The Incredibleshome video was released in the
U.S. in both VHS and a 2-disc Collectors Edition DVD. TheFinding Nemo home video was released in the U.S. in November 2003 in both VHS and a 2-disc Collectors Edition DVD. In 2003,Finding Nemo became the best selling home
video of all time in the U.S. The Monsters, Inc. home video was released in the U.S. in September 2002 in both VHS and a 2-disc Special Edition DVD and was the best selling home video of 2002. Also, in 2005, Toy Story and Toy Story
2 were each re-released in VHS and 2-disc Collectors Edition DVD.



Television.    Our films are distributed to television markets throughout the world. All of our films are slated to be distributed to the domestic broadcast and basic cable television
markets. We entered the pay television market in March 2003 by licensing the pay television rights for Monsters, Inc. to Starz!/Encore. This was the first time that a Pixar title was licensed to a premium cable network. Finding Nemo,
The Incredibles, and Cars are now included as part of an output deal between Disney and Starz!/Encore. Internationally, our films have appeared in the pay television market as well as the broadcast networks. Disney generally
distributes our films internationally to the broadcast networks through a package consisting of multiple films. Going forward, we expect all of our titles to be available through the various television markets: Pay-Per-View, pay television,
broadcast and basic cable television, and international television. Distribution of television rights for the animated feature films developed and produced under the Co-Production Agreement and the Distribution Letter Agreement is governed by the
Co-Production Agreement and the Distribution Letter Agreement.



Merchandise and Interactive Games.    We believe the characters, story and music created in our animated feature films provide significant revenue generation opportunities through various consumer products such as
toys and interactive games. For example, Pixar and Disney have granted THQ interactive rights to create interactive video and computer games forFinding Nemo, The Incredibles, andCars,which are Pictures under the Co-Production
Agreement. In August 2004, we announced an exclusive multi-property publishing agreement with THQ in which we granted THQ the interactive rights to four future Pixar computer-animated feature films, beginning with Ratatouille, which is
expected to be released theatrically in 2007.



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Short Films.    Producing short films allows us to develop creative talent and
computer animation technology. We have produced a number of award-winning short films since our inception and plan to continue to invest in developing new short films. For example, in 1997 we created and produced the Academy Award®-winning short film,Geris Game, which
enabled us to further our technology in computer-generated skin and cloth. In 2000, we created and produced the Academy Award®-winning short film,For the Birds, which enabled us to further our technology in computer-generated fur and feathers. The acclaimed John
Lasseter-directed Pixar short,Knick Knack, produced in 1989, accompaniedFinding Nemo in theaters. In 2003, we created and produced the Academy Award®-nominated,Boundinwhich accompanied The Incredibles in theaters. We also create new short films
for inclusion as a bonus feature in our DVD releases in addition to including on the DVD the short films that accompanied the theatrical release of our feature films. Mikes New Carwas a special bonus feature on the Monsters, Inc.DVD, and the release of The IncrediblesDVD on March 15, 2005 included a new and previously unreleased short film, Jack-Jack Attack. Our latest short film, One Man Band,was nominated for an Academy Award® and will accompany Cars in theaters in June
2006. In October 2005, we began selling downloads of select short films via Apples iTunes store.



RenderMan®.    We have been selling our RenderMan® software for nearly eighteen years. RenderMan® has helped visual effects studios create visual effects in over 100 films. Of the last 47 films nominated to receive an Academy Award® for visual effects, 44 have used RenderMan®. RenderMan® runs on these popular platforms: Linux, Macintosh OSX, and Windows. Examples of
RenderMan® customers include movie and special
effects studios such as Disney, Lucasfilm Ltd. through its affiliate Industrial Light and Magic (ILM), Sony Pictures Imageworks and DreamWorks Animation SKG, Inc. RenderMan® is also used in television broadcasting. Customers also include government agencies and
universities around the world. See Technology RenderMan® and Managements Discussion and Analysis of Financial Condition and Results of Operations.



Computer Animation Process



The development and production of animated feature films is extremely complex and time consuming due to the very large number of frames and intricate
detail of each frame required to condense emotional information into actions that are believable on the screen. At 24 frames per second, a 115-minute animated feature film such asThe Incredibles requires approximately 165,000 individual
frames. Animation for feature films has traditionally been created through hand-drawn cels, requiring hundreds of people working for two to three years. Although computers have been used to assist in some elements of cel animation in the past, most
frames are still hand-drawn.



We believe that our proprietary
technology, which allows animators to manipulate hundreds of motion control points within a single character, allows for more intricacy and subtlety of character and personality than traditional two-dimensional cel-based animation. This technology
also facilitates the manipulation, editing and re-use of the elements used to create the animated images.



We produce our computer-animated feature films and other projects in four stages: creative development, pre-production, production and post-production.
Because this process is iterative, there is continuous reworking of the film. The basic elements of this highly complex process are outlined below.



Creative Development



LOGO

Creative development is a collaborative process in which the story and its characters are created and developed.
The first step involves the development of a story concept, which often takes the form of a story summary or outline known as a treatment. After numerous iterations and research into the story and characters, a first draft of a
screenplay is written.



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Pre-Production



LOGO

The pre-production stage begins when the screenplay is turned into story boards, which are panels filled with
thousands of sketches that represent the story to be animated. The story boards are then transferred to video so that they can be electronically edited into a photo play of the film called a story reel, a process that enables editing of the film
before the production phase begins. Voices are then selected, recorded and added to the story reel. Animated dioramas, which are test sequences to prove that the major technical issues in creating the film have been addressed, are also created in
pre-production. Throughout the creative development and pre-production processes, visual plans are developed for the style, colors and look of the film.



Production



LOGO

Our production stage consists of six phases: modeling and rigging, layout, animation, shading and lighting,
rendering and film recording. In the modeling phase, digital models of each set and character are created by defining their shapes in three dimensions (height, width and depth) and by adding the rigging, the sets of animation controls that allow the
model to be moved or animated. In some cases, a digital model has hundreds of animation controls. In the layout stage, artists place the digital models into a scene and position the digital cameras at the angles from which the three-dimensional shot
is to be seen. The assembled shot is then given to the animator together with the prerecorded voice.



In the animation stage, the digital models are animated, or brought to life, in three dimensions by changing the animation controls over time
to create a motion sequence. The next step in completing a scene requires attaching to each model a description of its surface characteristics. These shaders describe the pattern, texture, finish and color for every object in the scene.
Next, lighting is added by placing digital lights into the scene. In the rendering phase, the renderer takes the data for the models, layout, animation, shaders and lights, and for each frame in the sequence, computes a two-dimensional image of what
the scene looks like at that point in time from the point of view of the camera. The final rendering of a single frame takes an average of one to four hours, but a small percentage of more complex frames can take much longer, between 20 and 40 hours
each or more. The final rendered digital image is then sent to our PixarVision®laser
recorders to be printed onto film. While film is the primary means of distributing motion pictures to theaters, digital projectors have achieved the brightness and high resolution necessary to project movies on theater screens without the use of
film. As our films are produced digitally, they are uniquely suited to this method of exhibition.Toy Story 2 was shown digitally in 12 theaters worldwide, making it the first completely computer-animated feature film to be shown
digitally.Monsters, Inc. andFinding Nemo were shown digitally in 37 and 103 theaters worldwide, respectively. The Incredibles is Pixars widest international digital cinema release to date, and the industrys first
to take advantage of the new generation of higher resolution, 2K digital cinema projectors. Audiences in eighteen territories around the world saw The Incredibles projected digitally, in seventeen localized versions. Worldwide,
the digital release hit 112 theaters (35 domestic, 77 international).



Post-Production



LOGO

The post-production stage consists of two parallel processes: the picture process and the sound process. In the
picture process, images are put on film, the film is sent to a laboratory for final color correction, and final prints are made. If the film is shown digitally, we transfer the original rendered data for each frame onto a digital image compression
device, which is then used to project the movie electronically. In the sound process, the sound effects and musical score are added and the final sound is mixed. Our post-production is simpler than post-production in a live-action film, which
requires more significant editing. In most live-action films, many hours of film are shot, and the film is then significantly edited and re-edited in the post-production stage to create a feature film. We, like other animation studios, edit the film
throughout the entire creative development and production process. Thus, post-production involves only final editing and scoring.



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Creative Group



Our creative and technical personnel have collaborated since our founding to produce three-dimensional computer-animated films. The principal objective of
our creative group is to create heartwarming stories with memorable characters utilizing the medium of computer animation. The members of our creative and technical teams have been nominated for and received a number of awards. A partial list of
those awards is included in the table below:



|                |  |                                 |  |                        |  |     
|--------------- |  | ------------------------------- |  | ---------------------- |  | ----
|Film            |  | Category                        |  | Award/Nomination       |  | Year
|One Man Band    |  | Best Animated Short Film        |  | Academy Award® Nominee |  | 2005
|The Incredibles |  | Best Animated Feature Film      |  | Academy Award®         |  | 2004
|                |  | Best Original Screenplay        |  | Academy Award® Nominee |  |     
|                |  | Best Sound Editing              |  | Academy Award®         |  |     
|                |  | Best Sound Mixing               |  | Academy Award® Nominee |  |     
|                |  | Best Picture, Musical or Comedy |  | Golden Globe Nominee   |  |     
|Finding Nemo    |  | Best Animated Feature Film      |  | Academy Award®         |  | 2003
|                |  | Best Original Screenplay        |  | Academy Award® Nominee |  |     
|                |  | Best Musical Score              |  | Academy Award® Nominee |  |     
|                |  | Best Sound Editing              |  | Academy Award® Nominee |  |     
|                |  | Best Picture, Musical or Comedy |  | Golden Globe Nominee   |  |     
|Boundin        |  | Best Animated Short Film        |  | Academy Award® Nominee |  | 2003
|Mikes New Car  |  | Best Animated Short Film        |  | Academy Award® Nominee |  | 2002
|Monsters, Inc.  |  | Best Song                       |  | Academy Award®         |  | 2001
|                |  | Best Animated Feature Film      |  | Academy Award® Nominee |  |     
|                |  | Best Original Score             |  | Academy Award® Nominee |  |     
|                |  | Best Sound Editing              |  | Academy Award® Nominee |  |     
|For the Birds   |  | Best Animated Short Film        |  | Academy Award®         |  | 2001
|Toy Story 2     |  | Best Original Song              |  | Academy Award®         |  | 2000
|                |  | Best Picture, Musical or Comedy |  | Golden Globe Award     |  |     
|                |  | Best Original Song              |  | Golden Globe Nominee   |  |     
|Geris Game     |  | Best Animated Short Film        |  | Academy Award®         |  | 1998
|A Bugs Life    |  | Best Musical Score              |  | Academy Award® Nominee |  | 1998
|                |  | Best Original Score             |  | Golden Globe Nominee   |  |     
|Tin Toy         |  | Best Animated Short Film        |  | Academy Award®         |  | 1988
|Luxo,
Jr.       |  | Best Animated Short Film        |  | Academy Award®         |  | 1986



John Lasseter is
Executive Vice President, Creative. Mr. Lasseter is an Academy Award®-winning director and animator, the Director ofToy Story, A Bugs Life,Toy Story 2 andCars and Executive Producer forMonsters, Inc., Finding Nemo andThe Incredibles. In March
1996, Mr. Lasseter received a Special Achievement Oscar® from the Academy of Motion Picture Arts and Sciences for the development and application of techniques that made possible the first feature-length computer-animated film,Toy Story. In February 2004,
Mr. Lasseter was awarded the Art Directors Guilds coveted honorary Contribution to Cinematic Imagery Award. The Contribution to Cinematic Imagery Award is voted from time to time to an individual whose body of work in the film business
has richly enhanced the visual aspects of the movie-going experience. Award-winning directors working with Mr. Lasseter include, among others, Andrew Stanton, Brad Bird and Pete Docter. Finding Nemo, released domestically on May 30,
2003, was written and directed by Academy Award®-winning Andrew Stanton, who served as co-director and co-screenwriter ofA Bugs Life and as co-screenwriter ofToy Story, Toy Story 2, andMonsters, Inc. Academy Award®-winning Brad Bird previously directed and wrote the
screenplay of the critically acclaimed animated feature,The Iron Giant, and directed and wrote the multiple award-winning The Incredibles, which was released domestically on November 5, 2004. Pete Docter, the director ofMonsters,



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Inc.,is an Academy Award®-nominee for his role in creating the original story forToy Story. Mr. Docter and Mr. Stanton are currently working on future
projects.



Under each director is a strong creative team
consisting of highly skilled story artists, animators and other artists trained in the art of animation, especially computer-animation. The story department is responsible for a projects concept, treatment, outline, script, storyboards and
story reels. The art department is responsible for the visual development of a project, including the design of characters, sets, color, textures, shading and lighting. Animators are responsible for bringing the characters to life. It is also common
for creative contributions to come from the technical group. Our research and development department is responsible for creating and further advancing our distinctive computer animated visual effects, such as the moving fur inMonsters, Inc.,
the underwater murk inFinding Nemo and the human skin inThe Incredibles. Our proprietary software tools enable artists unfamiliar with computers to become quickly skilled in the art of three-dimensional animation. All
groups work closely together in an iterative process. We have a cooperative working environment and a non-hierarchical culture that encourages each member of the creative team, regardless of position or department, to consider the ideas of all other
members of the team. See Risk Factors  Our success depends on certain key employees.



The success of each animated film developed and produced by us depends in large part upon our ability to develop and produce compelling stories and
characters that will appeal to a broad audience. Traditionally, this process has been extremely difficult. While we have enjoyed box office success with all of our feature animated films to date, there can be no assurance that similar levels of
success will be achieved by our subsequent films, including Cars, Ratatouille and other future projects beyond the Co-Production Agreement. See Risk Factors In order for our feature films and related products to be
successful, we must develop appealing creative content.



Technology



Our technology is an important component of our films,
and our research and development department is a key strategic asset. Members of this group were responsible for many of the award-winning inventions that make three-dimensional computer animation possible, including texturing, shading, motion blur,
and cloth and human skin simulation. We continue to make a significant investment in technology in order to help maintain a competitive advantage in this dynamic fast-moving field.



We have three core proprietary technologies: (1) Marionette, an animation software system for articulating,
animating and lighting, (2) Ringmaster, a production management software system for scheduling, coordinating and tracking of a computer animation project and (3) RenderMan®, a rendering software system for high quality photo-realistic image synthesis that we
use internally and license to third parties. Each of these systems is critical to the production of our animated feature films and other animation products.



Marionette.    Marionette is our software system for articulating, animating and lighting for computer animation.
Marionette is the primary software tool for animators and technical directors at Pixar. In contrast to many commercially available animation systems, which are designed to address product design, computer video games or cinematic special
effects, Marionette has been designed and optimized for character articulation and animation. Marionette is used internally at Pixar on Linux and Unix workstations.



Ringmaster.    Ringmaster is a production management software system for scheduling,
coordinating and tracking a computer animation project. Due to the enormous amount of data required in three-dimensional animation, accurate production information is essential for producing high quality animation. Our production coordination staff
uses Ringmaster internally at Pixar to plan and track projects ranging from short animation projects to animated feature films.



A key component of Ringmaster is a distributed rendering system for managing the huge quantity of images and data that must be rendered to create
our products. We do our rendering on a large array of powerful computers, which are dedicated to rendering 24 hours a day. These machines, which we call the RenderFarm, are connected via a local area network. To achieve the desired quality level,
the average time to render a single frame at film resolution is between one and four hours. Since an animated feature film contains well over 100,000 frames, each of which may be rendered several times in the production process, we typically have a
large number



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of frames to render at any given time. To manage this process, Ringmaster coordinates and schedules all the processors in the RenderFarm.
Ringmaster includes a compositing system and also maintains an array of disk drives as a central data repository for the digital image files generated by the rendering and compositing steps of the production process. Finally, Ringmaster
controls the filming phase of production and is responsible for backing up shots for archival purposes.



RenderMan®.    RenderMan® is a rendering software system for high quality photo-realistic image synthesis that we use internally, publish as an industry standard rendering interface specification, and license as
an end-user product to third parties. Today, RenderMan® is used by many major film studios and special effects firms. RenderMan® was designed to be easily portable. It is available on these popular platforms: Linux, Macintosh OSX, and Windows. For more information, see Business Model and Products 
RenderMan®.



Relationship with Disney



Our relationship with Disney dates back to 1986, when we entered into a
joint technical development effort with Disney that resulted in the Computer Assisted Production System (CAPS), a production system owned and used by Disney in some of its two-dimensional cel-based animated feature films. Disney first
used CAPS for The Rescuers Down Under and has continued to use it for its subsequent animated feature films, such asThe Lion King andTarzan. In 1992, certain employees of Pixar and Disney were jointly awarded an Academy
Award® for Scientific and Engineering Achievement
for the development of CAPS.



In May 1991, we entered into a
feature film agreement with Disney, which provided for the development, production and distribution of up to three feature-length motion pictures (the Feature Film Agreement). Toy Story was the only film developed, produced and
distributed under the Feature Film Agreement. In 1997, we extended our existing relationship with Disney by entering into the Co-Production Agreement. This agreement generally provides that we will be responsible for the development, pre-production
and production of each Picture, while Disney will be responsible for the marketing, promotion, publicity, advertising and distribution of each Picture. Under the Co-Production Agreement, profits from the Pictures are shared equally between Pixar and
Disney after Disney recovers a distribution fee and pre-agreed distribution costs.



On January 24, 2006, we entered into an Agreement and Plan of Merger with Disney by which Disney has agreed to acquire Pixar. The Merger Agreement has been approved by the Boards of Directors of both Pixar and
Disney. See Business  Recent Developments.



On January 27, 2006, we extended the Co-Production Agreement by entering into a Distribution Letter Agreement with Disney regarding the distribution of Ratatouille. This agreement generally provides that Ratatouille will
be deemed a Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions as described below. Pursuant to the Distribution Letter Agreement, the term of the Co-Production Agreement is
extended until the delivery of Ratatouilleto Disney, which is expected to occur in mid-2007.



Co-Production Agreement



The following is a summary of the Co-Production Agreement, which was filed as an exhibit to our Annual Report on Form 10-K for the year ended
December 31, 1996 (the 1996 Form 10-K). The following summary is not complete, and reference is made to the Co-Production Agreement filed as an exhibit to the 1996 Form 10-K. This summary is qualified in all respects by such
reference. Before making an investment decision with respect to our Common Stock, we encourage you to read the Co-Production Agreement.



Overview.    On February 24, 1997, we entered into the Co-Production Agreement with Disney pursuant to which we, on an
exclusive basis, agreed to produce, five original computer-animated feature-length theatrical motion pictures (the Pictures) for distribution by Disney. Under the Co-Production Agreement, Pixar and Disney agreed to co-finance the
production costs of the Pictures, co-own the Pictures (with Disney having exclusive distribution and exploitation rights), co-brand the Pictures and share equally in the profits of each Picture and any related merchandise and other ancillary
products, after recovery of all marketing and distribution costs (which are financed by Disney), a distribution fee paid to Disney and any other fees or costs, including any



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third-party participations and residuals. The Co-Production Agreement generally provides that we are responsible for the production of each Picture and that
Disney is responsible for the marketing, promotion, publicity, advertising and distribution of each Picture. The first four original Pictures under the Co-Production Agreement wereA Bugs Life, Monsters, Inc., Finding Nemo andThe
Incredibles, which were released in November 1998, November 2001, May 2003 and November 2004, respectively.Toy Story 2, the theatrical sequel toToy Story, was released in November 1999, and is also governed by the
Co-Production Agreement, although it does not count towards the Pictures because it was a sequel. Cars, which is scheduled to be released in June 2006, is the fifth original Picture under the Co-Production Agreement. Pursuant to the
Distribution Letter Agreement, Ratatouillewill be deemed a Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions described below. The Co-Production Agreement contemplates
that with respect to theatrical sequels, made-for-home video sequels, television productions, interactive media products and other derivative works related to the Pictures (except for Ratatouille), we will have the opportunity to co-finance
and produce such products or to earn passive royalties on such products. We will not share in any theme park revenues generated as a result of the Pictures.



Production.    The Co-Production Agreement provides a green lighting mechanism for the five films to be developed and produced
as Pictures.Cars was the fifth film to be green lit. Once the film has been green lit, we have final control over the production of the Picture. Disney is entitled to designate a representative at Pixar to monitor the production and
production costs of the Pictures (except for Ratatouille).



Financing of Development and Production.    Pixar and Disney share equally in the production costs of the Pictures, except for Ratatouille, which Pixar is financing 100%. Production costs are defined in the
Co-Production Agreement to mean all costs and expenses we incur directly related to or fairly allocable to the creation, development, pre-production, production, post-production and delivery to Disney of the Pictures. Production costs, whether
capitalized as film costs or expensed as incurred, include, among other things, all carrying costs we incur for retention of employees for production purposes and their associated overhead expenses, the costs of all treatments we prepare for
submission to Disney, all costs of computer hardware and software used to develop the Pictures, and fair allocations of all costs and expenses we incur that are associated with or benefiting the Picture, including research and development, general
and administrative and overhead expenses. The Co-Production Agreement provides mechanisms for the establishment of production budgets for each Picture (except for Ratatouille). We may not exceed these contractually established production
budgets without Disneys written approval, subject to certain limited exceptions.



Distribution.    Disney is solely responsible for financing the costs and expenses of the marketing, promotion, publicity, advertising and distribution of each Picture, subject to certain
requirements, and has final control over all related decisions. Disney is obligated to consult with us regarding all such major marketing and distribution decisions, and we are entitled to designate a representative to monitor marketing and
distribution of the Pictures. As the films under the Co-Production Agreement have been approved for production, Disney has committed initially to release each Picture within certain windows and not to release other Disney family films during certain
windows. Further, each Picture is to be distributed and marketed under the Walt Disney Pictures brand (or the then current Disney brand for premiere Disney movies) and is to be distributed and marketed by Disney in all markets and media and on a
worldwide basis in a manner similar to that in which Disney then currently distributes and markets its premiere animated movies. In addition, the costs for marketing, distribution and promotion of the films and related products are incurred well in
advance of the release of such films and products, and consequently, we experience a delay in the receipt of cash proceeds from such films and products until after Disney recovers such costs.



Division of Gross Receipts.    Pixar and Disney
are entitled to share equally in all gross receipts of the Pictures (except for Ratatouille, as described below) that are remaining after deduction of (1) a distribution fee to Disney, (2) mutually agreed participations (payments to
third parties such as actors, composers and other artists contingent upon the success of the Pictures), if any, paid by either Disney or us, and (3) Disneys distribution costs. Gross receipts include all revenues or other consideration
received by Disney from the exploitation of the Pictures and any related merchandise, books, soundtracks and other tangible personal property based upon the Pictures, as more specifically provided in the Co-Production Agreement (collectively,
Merchandise), subject to



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certain exceptions relating primarily to receipts from Disneys affiliates. Distribution costs for the Pictures (except for Ratatouille) are
broadly defined in the Co-Production Agreement to include out-of-pocket costs paid (or in certain instances, accrued for payment) to a third party (or in certain instances, to Disneys affiliates) by Disney or certain of its affiliates,
provided that such out-of-pocket costs are directly related or fairly allocable to the distribution of the Pictures and Merchandise. Pursuant to the Co-Production Agreement, we receive statements and payments of our share of gross receipts monthly
within 45 days after the end of each calendar month for the first three years after the films release then quarterly thereafter, subject to certain exceptions, and we have the right to audit Disneys books and records relating to the
Pictures and Merchandise.



Derivative
Works.    Subject to certain exceptions, Disney and Pixar have mutual control of the decision to develop, produce or otherwise exploit any derivative works of the Pictures, except for derivative works of Ratatouille,
as described below, or to transfer or license any rights to exploit any derivative works, during the term of the Co-Production Agreement or thereafter. Derivative works include theatrical sequels such asToy Story 2, made-for-home video
sequels, television productions such asBuzz Lightyear of Star Command, interactive media products such asMonsters, Inc.,Finding NemoandThe Incrediblesinteractive games, and other derivative works as more
specifically provided in the Co-Production Agreement (collectively, Derivative Works). Except in certain very limited circumstances, in the event of a disagreement over whether to proceed with a Derivative Work, Disneys decision
governs. We are to be given the option to co-finance and produce, or to participate on a passive financial basis with respect to, a Derivative Work that is (1) a theatrical motion picture, (2) a made-for-home video production, (3) a
television production, (4) location-based entertainment that uses unique characters or other elements from any of the Pictures orToy Story as its primary theme, or (5) an interactive product such as a CD-ROM, DVD, video game or
arcade game (collectively, Interactive Products).



If we elect to co-finance and produce a Derivative Work, the Co-Production Agreement provides for the following:



(1) with respect to theatrical motion pictures and made-for-home video productions, the terms and conditions of the Co-Production
Agreement are to be extended to cover such Derivative Works, subject to certain exceptions;



(2) with respect to (A) location-based entertainment using characters or other elements from a Picture orToy Story as its
primary theme and (B) television productions, Pixar and Disney are to agree mutually upon the terms and the conditions under which such work will be financed, produced and distributed, subject to certain specified requirements in the case of
television productions; and



(3) with respect
to Interactive Products, Disney and Pixar are to agree mutually upon the terms and conditions under which such Interactive Products shall be financed, produced and distributed, subject to certain commitments by Disney with respect to marketing and
distribution and provided that there will be no distribution fee payable to Disney.



For live entertainment such as stage plays or ice shows, we are entitled to participate on a passive financial basis as specified in the Co-Production Agreement. For all other Derivative Works except theme parks, we
are entitled to participate on a passive financial basis in such work and to receive a reasonable royalty to be mutually agreed upon if the work is a revenue-producing work. Disney has the sole and exclusive right in perpetuity to use, without
compensation to us, each Picture, the characters therefrom and any story elements thereof in theme parks, location-based entertainment for which Picture orToy Story characters or elements are not the primary theme and cruise ships.



A Derivative Work that is a theatrical motion picture does
not count towards the five Pictures under the Co-Production Agreement. Accordingly,Toy Story 2 did not count as one of the five Pictures to be produced. Under the Co-Production Agreement, all provisions applicable to the original five
Pictures apply toToy Story 2 as well.



Creative Controls.    Pixar has full creative control of the production ofCarsand Ratatouille. The Co-Production Agreement provides for certain dispute resolution procedures in the event of a
disagreement.



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Brand/Credit.    The Co-Production Agreement sets forth Disneys and
Pixars intent that the Pixar brand be established as an equal brand to the Disney brand in connection with the Pictures, Merchandise and Derivative Works. The Co-Production Agreement provides that the Pixar logo, animated logo and credit will
be used in a manner that is perceptually equal to the Disney logo, animated logo and credit, subject to certain specific requirements.



Exclusivity.    Under the terms of the Co-Production Agreement and the Distribution Letter Agreement, we have agreed not to
release or authorize the release of any feature-length animated theatrical motion picture we produce, other than the Pictures and Derivative Works we produce under the Co-Production Agreement and the Distribution Letter Agreement, until twelve
months from delivery of Ratatouille. We further agreed that we would not enter into any agreement with any third party for the development, production or distribution of any feature-length animated theatrical motion picture until after we
delivered the third Picture,Finding Nemo, to Disney under the Co-Production Agreement, which occurred in April 2003. We have also agreed that we will not develop or produce any rides or attractions for major theme parks not owned or operated
by Disney and, except for Ratatouille, to give Disney a right to negotiate with respect to animated television productions or animated made-for-home video productions that we propose to produce during the term of the Co-Production Agreement.
Disney, however, is not similarly restricted by the exclusivity provisions that bind us under the Co-Production Agreement and, therefore, may develop, produce, or distribute other feature-length animated and computer-animated theatrical motion
pictures itself or enter into similar agreements with third parties. See Business Competition.



Proprietary Rights.    Under the Co-Production Agreement, the copyrights, trademarks and other intellectual property rights in
and to the Pictures, all new and unique characters and story elements thereof and the audio- visual images thereof, and ancillary rights relating thereto (except with respect to Ratatouille), are jointly owned by Disney and Pixar on an
undivided 50/50 basis, subject to our ownership rights in the technology and excluding any intellectual property rights previously owned by us or Disney. Disney has the exclusive distribution and exploitation rights with respect to the Pictures,
Derivative Works and ancillary rights relating thereto. Under the Feature Film Agreement, Disney owns all of the proprietary rights associated with the firstToy Story film, and under the Distribution Letter Agreement, Pixar owns all of the
proprietary rights associated with Ratatouille. Notwithstanding the foregoing, we own the copyright and all other intellectual property rights in and to all computer programs and other technology we develop or discover before, during or after
the term of the Co-Production Agreement.



Term and
Termination.    The term of the Co-Production Agreement, as amended by the Distribution Letter Agreement, continues until the delivery to Disney of Ratatouilleunless earlier terminated. For example, Disney is entitled
to terminate the Co-Production Agreement in the event that certain types of competitors directly or indirectly acquire or control a 50% or greater ownership interest in Pixar or Pixar merges or consolidates into a competitor. Upon termination by
Disney pursuant to the example above, Disney has certain rights to compel us to complete works in production. In the event of termination, the Co-Production Agreement provides that its terms and conditions continue to apply with respect to Pictures,
Merchandise and Derivative Works that we have delivered to Disney or which Disney elects to have completed, as well as all future Merchandise and future Derivative Works relating thereto, but otherwise terminates.



Effect on Prior Agreements.    All Derivative
Works based onToy Story includingToy Story 2 are to be governed by the Co-Production Agreement and not the original Feature Film Agreement. The original Feature Film Agreement now applies only to the rights and obligations of Disney
and Pixar relating to the financial participation in, and the production and distribution of, the theatrical motion pictureToy Story and the financial participation in certain Merchandise related toToy Story (unless gross receipts in
any given month exceed a certain amount, in which case they will be subject to the Co-Production Agreement), subject to certain exceptions, and otherwise has no further force or effect. Additionally, under the Feature Film Agreement, Disney owns all
of the proprietary rights associated with the firstToy Story film.



Distribution Letter Agreement



Pixar entered into the Distribution Letter Agreement with Disney on January 27, 2006, regarding the distribution of Ratatouille. Pursuant to the Distribution Letter Agreement, Ratatouille will be
deemed a Picture



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under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions, including but not limited to those noted below.



The Distribution Letter Agreement provides that the term of
the Co-Production Agreement shall be extended until delivery to Disney of Ratatouille. In addition, Pixar shall finance all production costs and receive all gross receipts of Ratatouille after deduction of (1) a distribution fee
paid to Disney, (2) any participations paid to third parties and (3) Disneys distribution costs. Pixar shall have creative control and control of production for Ratatouille and shall own all rights to derivative works based on
Ratatouille, except that Disney shall own theme park rights to Ratatouille in perpetuity.



Under the Distribution Letter Agreement, Pixar shall have sole ownership of copyrights, trademarks and other intellectual property rights in and to
Ratatouille. In addition, Disneys exclusive distribution and exploitation rights with respect to Ratatouille shall be for a period of 10 years from initial theatrical exhibition of Ratatouille or 11 years from delivery of
Ratatouille, whichever is earlier.



Competition



We experience intense competition with respect to our animated feature
films, animation products, and software.



Animated Feature
Films.    Our animated feature films compete and will continue to compete with family-oriented, animated and live action feature films and other family-oriented entertainment products produced by major movie studios,
including Disney (as somewhat limited by the Co-Production Agreement), DreamWorks Animation SKG, Inc. (DreamWorks), Warner Bros. Entertainment (Warner Bros.), Sony Pictures Entertainment (Sony), Fox Entertainment
Group Inc. (Fox), Paramount Pictures (Paramount), Lucasfilm Ltd. (Lucasfilm), Universal Studios, Inc. (Universal), MGM/UA, and Studio Ghibli as well as numerous other independent motion picture
production companies.



CGI is now the most prevalent form of
animation among feature-length animated films, and the number of CGI-animated films released has been increasing significantly. Several movie studios have developed their own internal computer animation capability, which may be used for special
effects in animated films and live action films in addition to creating CGI-animated feature films. For example, DreamWorks successfully produced and released Antz in 1998, Shrek in 2001, Shrek 2 and Shark Tale in 2004,
and Madagascar in May 2005. Fox, through its subsidiary Blue Sky, successfully produced Ice Age, which was released in March 2002, and Robots, which was released in March 2005. Warner Bros. released The Polar
Express in November 2004. Disney domestically distributed Valiant, a co-production with Vanguard Entertainment, in August 2005, and released Chicken Little, the first film produced by Disneys new CGI feature animation
department, in November 2005. Other movie studios may internally develop, license or sub-contract three-dimensional animation capability, or enter into co-production agreements with other studios capable of developing and producing
three-dimensional CGI-animated films. Further, we believe that continuing enhancements to commercially available computer hardware and software technology have lowered and will continue to lower barriers to entry for studios or special effects
companies which intend to produce computer-animated feature films or other products.



We believe competition from animated feature films and family-oriented feature films will likely continue to intensify over the next several years. Primarily CGI-animated feature films currently expected to be
released by major studios in 2006 include Ice Age 2, The Wild, Over the Hedge, Monster House, The Ant Bully, Open Season, Barnyard, Flushed Away, Happy Feet, and Meet the
Robinsons, among others. Family-oriented feature films currently expected to be released by major studios in 2006 include The Shaggy Dog,Hoot, Garfield 2,Pirates of the Caribbean: Dead Man's Chest, Flicka,
Zoom,How to Eat Fried Worms,Santa Clause 3,Eragon, andCharlotte's Web, among others. Due to a potentially large number of family-oriented films scheduled for release over the next few years, it is possible that
the market for these films, whether animated or live action, will become further saturated.



Our films will continue to compete with the feature films of other movie studios for optimal release dates, audience acceptance, and exhibition outlets. In addition, we compete and will continue to compete with other
movie studios for the services of performing artists, and the services of other creative and technical personnel,



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particularly in the fields of animation and technical direction. Some of the other movie studios with which we compete have significantly greater financial,
marketing and other resources than we do. In addition to box office and home video competition, other family-oriented films may continue to compete withThe Incredibles, Finding Nemo, and the rest of our film library with respect to related
television, merchandise, and other future revenue sources.



The Co-Production Agreement provides that we will develop and produce five original computer-animated feature films, and the Distribution Letter Agreement provides that we will develop and produce Ratatouille, an additional original
computer-animated feature film. Because Disney co-finances the films developed and produced under the Co-Production Agreement (except for Ratatouille, which we are financing in full under the Distribution Letter Agreement), distributes the
films under the Walt Disney Pictures label and enjoys financial benefits in the event that such films achieve significant box office revenues, we believe that Disney desires such films to be successful. Nonetheless, during its long
history, Disney has been a very successful producer and distributor of its own animated feature films. While the Co-Production Agreement imposes restrictions prohibiting Disney and its affiliates from releasing animated films or live action family
films within certain release windows from our films, including Ratatouillepursuant to the Distribution Letter Agreement, it is likely that other family-oriented motion pictures distributed by Disney or its affiliates will overlap in the
market and compete with our animated feature films. For example,Pirates of the Caribbean: The Curse of the Black Pearl,Spy Kids 3D: Game Over, andFreaky Friday, competed directly withFinding Nemo for domestic
theatrical market share during summer 2003. The home video releases ofPirates of the Caribbean: The Curse of the Black Pearl andFreaky Friday have also competed withFinding Nemo in the worldwide home video market. The
theatrical releases of DisneysNational Treasure and MiramaxsFinding Neverland in November 2004 competed with the worldwide theatrical release ofThe Incredibles, and the home video release of these films
competed withThe Incredibles in the worldwide home video market. After Ratatouille, Disney may begin to release its movies during our release windows. This could have an adverse impact on the commercial success required for us to
profit from future films. For example, Disney has announced the release of The Wild on April 14, 2006 and Pirates of the Caribbean: Dead Mans Cheston July 7, 2006, both of which will compete with Cars,which is
scheduled for release on June 9, 2006. Our contractual arrangement with Disney also presents other risks. See Risk Factors  The Co-Production Agreement imposes several risks and restrictions on us.



We believe that the primary competitive factors in the market for animated
feature films include creative content and talent, product quality, technology, access to distribution channels and marketing resources. Due in part to our creative, financial and technical resources and to the Co-Production Agreement with Disney,
pursuant to which Disney markets the feature films and provides access to significant distribution channels, we believe that we presently compete favorably with respect to each of these factors.



Computer Graphics Special Effects Firms.    We
also expect to compete with computer graphics special effects firms, including ILM, Rhythm & Hues, Tippett Studios, WETA Digital, Digital Domain, and Sony Pictures Imageworks. These computer graphics special effects firms may be capable of
creating their own three-dimensional computer-animated feature films or may produce three-dimensional computer-animated feature films for movie studios that compete with us. For example, ILM has already created and produced three-dimensional
character animation which was used for several central characters in live action films such as Star Wars Episode III: Revenge of the Sith.ILM has a royalty-free, paid-up license to use our RenderMan® software and to obtain at no cost all enhancements and upgrades to the software. Other
computer graphics special effects firms have licensed or may license RenderMan®. Accordingly, our RenderMan® software may not provide us with a competitive advantage. We also compete, or may in the future compete, with the above firms with respect to animation products other than feature films.



Software Publishers.    We also experience
competition with respect to our RenderMan® software
product. In particular, we compete with makers of computer graphics imaging software, principally Mental Images GmbH sold as an OEM product through Alias, which was recently acquired by Autodesk, Discreet (a division of Autodesk), and Avid
Technologies. In addition to Mental Images products, Autodesk also markets internally developed competing rendering software products at lower prices than the price at which we offer RenderMan®.



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Under appropriate circumstances, we have in the past elected and might in the future elect to license our rendering technology patents to other companies,
some of which may compete with us. In addition, as PCs become more powerful, software suppliers may also be able to introduce products for PCs that would be competitive with RenderMan® in terms of price and performance for professional users. In addition, there have been
advances in graphics processing unit technology that may impinge on the market for software rendering solutions. Faster and lower cost graphic cards provide capability for users to produce pictures of higher complexity than previously available.



We expect competition to persist, intensify and increase in
each of our business areas in the future. Some of our current and potential competitors have longer operating histories, larger installed customer bases and significantly greater financial, technical, marketing and other resources than we do. There
can be no assurance that we will be able to compete successfully against current or future competitors. Such competition could materially adversely affect our business, operating results or financial condition.



Proprietary Rights



Our success and ability to compete is dependent in part upon our proprietary technology. While we rely on a combination of
patents, copyright and trade secret protection, nondisclosure agreements and cross-licensing arrangements to establish and protect our proprietary rights, we believe that factors such as the technical and creative skills of our personnel are more
essential to our success and ability to compete. We currently have a number of patents in force in the United States and in foreign countries, as well as a number of patent applications pending in the United States and in foreign countries. There
can be no assurance 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. In addition, there can be no assurance that any patents that
have been issued to us, or that we may license from third parties, will not be challenged, invalidated or circumvented, or that any rights granted thereunder would provide proprietary protection to us.



We generally enter into confidentiality or license agreements with our
employees, consultants and vendors, and generally control access to and distribution of our software, documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and
use our proprietary information, products or technology without authorization, or to develop similar or superior technology independently. Policing unauthorized use of our products is difficult. In addition, effective copyright, patent and trade
secret protection may be unavailable or limited in certain foreign countries. We generally rely on electronically delivered software licenses that include an electronic acceptance by the purchaser, which may be unenforceable under the
laws of certain jurisdictions. There can be no assurance that the steps we take will prevent misappropriation of our technology or that our confidentiality or license agreements will be enforceable. In addition, litigation may be necessary in the
future to enforce our intellectual property rights, to protect our trade secrets, to protect our patents, 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, operating results or financial condition.



One of the risks of the film production business are claims that our productions infringe on the intellectual property
rights of third parties with respect to previously developed films, stories, characters or other entertainment. In addition, our technology and software may be subject to patent, copyright or other intellectual property claims of third parties. 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 invalidity claims (or claims for indemnification resulting from infringement
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 under a third partys intellectual property rights. There can be no assurance, however, that under such circumstances a license would be available on reasonable terms or at all.



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We also rely on certain technology that we license from third parties, including software that is
integrated and used with internally developed software. There can be no assurance that these third-party technology licenses will continue to be available to us on commercially reasonable terms. The loss of, or inability to maintain any of these
technology licenses could result in delays in feature film releases or product shipments until equivalent technology could be identified licensed and integrated. Any such delays in feature film releases or product shipments could have a material
adverse effect our business, operating results or financial condition.



In 1996, we entered into a license agreement with Silicon Graphics, Inc. (SGI) whereby we granted to SGI and its subsidiaries a non-exclusive license to use certain of our patents covering techniques for creating
computer-generated photo-realistic images. These same patents were licensed to Microsoft Corporation in 1995. These patents relate to pseudo-random point sampling techniques in computer graphics, which are incorporated into our RenderMan®software. The license agreements with SGI and Microsoft will expire in 2010. SGI and Microsoft may
use the licensed technology in rendering products, which compete with our RenderMan®software, and could adversely impact sales of RenderMan®.



Employees



As of December 31, 2005, we had approximately 850 employees and contractors. Although none of our employees are
represented by a labor union, it is common for film directors, producers, animators and actors at film production companies to belong to a union. There can be no assurance that our employees will not join or form a labor union or that we, for
certain purposes, will not be required to become a union signatory. Further, we may be directly or indirectly dependent upon union members, and work stoppages or strikes organized by such unions could materially adversely impact our business,
financial condition or results of operations. We have not experienced any work stoppages, and we consider relations with our employees to be good. See Risk Factors  Work stoppages could adversely impact our operations.



Our success depends to a significant extent on the performance of a
number of senior management personnel and other key employees, especially our film directors, producers, animators, creative personnel and technical directors. In particular, we are dependent upon the services of Steve Jobs, John Lasseter, Ed
Catmull, Simon Bax, and Lois Scali. We do not currently have key person life insurance for any of our employees other than John Lasseter. We do have an employment agreement with Mr. Lasseter; however, this employment agreement does
not necessarily assure his services. See Employment Agreements in Item 11 of this Form 10-K. The loss of the services of any of Messrs. Jobs, Lasseter, Bax, Dr. Catmull, Ms. Scali or of other key employees, especially our
film directors, producers, animators, other creative personnel and technical directors, could have a material adverse effect on our business, operating results or financial condition.



Item 1A.Risk Factors



The following is a discussion of certain factors that currently impact or may impact our business, operating results and/or financial condition. You should carefully consider these factors before making an
investment decision with respect to our Common Stock.



Our operating
results are primarily dependent on the success of our feature films, and forecasting is extremely difficult.



In 2006, our revenue, operating results, and earnings per share will be largely dependent upon (1) the timing and amount of worldwide revenues and
distribution costs forCars, The Incredibles, Finding Nemo, and the titles in our film library, (2) the timing, accuracy, and sufficiency of information we receive from Disney to determine revenues and associated gross profits,
(3) the timing and amount of non-film related revenues and expenses, (4) the accuracy of our assumptions and judgments used to estimate certain revenues and associated gross profits, (5) the market price of our Common Stock and
related volatility and (6) domestic and international socioeconomic and political events that are beyond our control.



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Dependence on revenue from our feature films.



Under the current Co-Production Agreement, which governs our relationship
with Disney regarding the Pictures, Pixar and Disney share equally in the profits of our animated feature films after Disney recovers its distribution fee and its marketing and distribution costs. Pursuant to the Distribution Letter Agreement, which
governs Pixars relationship with Disney regarding its 2007 film Ratatouille, Pixar will receive all gross receipts of Ratatouille after Disney recovers its distribution fee and its marketing and distribution costs. Marketing and
distribution costs include worldwide theatrical release costs, costs related to marketing and distribution of home videos in the United States and international markets, costs related to merchandise, and other distribution costs including third
party participations and residuals. We remain dependent on the timing, accuracy, and sufficiency of information provided by Disney.



For our business to be successful, our films must achieve box office success. While we have been successful in the release of all six of our feature
films, this level of success is highly unusual in the motion picture industry, and our future releases may not achieve similar results. For fiscal year 2006, we will be dependent primarily on the worldwide theatrical and worldwide home video
releases and merchandising revenues ofCars, as well as the ongoing performance of our other titles.



Forecasting film revenue and associated gross profits from our feature films is extremely difficult.



Although we have experienced a successful track record with the releases of
our feature films, it is difficult to predict the worldwide box office success of Cars prior to its anticipated theatrical release on June 9, 2006. Even if Carsexperiences a very successful worldwide theatrical run, it is
difficult to predict the related home video, television licensing, merchandising and ancillary revenue streams. While customer acceptance of a film is initially measured by box office success, customer acceptance within each follow-on product
category, such as home video, merchandise or television, depends on factors unique to each type of product, such as pricing, competitive products, and the time of year or state of the economy into which a product is released, among many other
factors. In addition, we have found that the degree of customer acceptance varies widely among foreign countries. While box office success is often a good indicator of general audience acceptance, the relative success of follow-on products is not
always directly correlated, and the degree of correlation is difficult to predict.



It is also difficult to forecast the amount of revenues fromThe Incredibles, Finding Nemo and the titles in our film library. The revenues generated from continued home video and merchandise sales can
fluctuate due to various market factors. Because the revenues from films nearing the end of their life cycle tend to be relatively small, minor fluctuations can result in notable variances from our forecast.



With respect to the difficulty of forecasting the timing of revenues, Disney
distributes our films and film-related products and therefore determines the timing of product releases. Although we are moving towards a strategy to release our films theatrically worldwide within a narrower timeframe relative to our earlier films,
the specific dates of the international releases for these films will depend on territory-specific factors, such as the local competitive environment, cultural events, and school holidays. Therefore, the timing of international revenues could span
over several months, and the forecasting of such revenues is inherently more difficult.



In addition, the amount of revenue recognized in any given quarter or quarters from all of our films depends on the timing, accuracy, and amount of information we receive from Disney to determine revenues and
associated gross profits. Although we obtain from Disney the most current information available to recognize our share of revenue and to determine our film gross profit, Disney may make subsequent revisions to the information that it has provided,
which could have a significant impact on us in later periods. For instance, towards the end of the life cycle for a revenue stream, Disney may inform us, and has in the past informed us, of additional distribution costs to those previously
forecasted. Such revisions have impacted and may continue to impact our revenue share and our film gross profit. In addition, through information we obtain from other sources, we may make certain judgments and/or assumptions and adjust the
information we receive from Disney. For example, we make adjustments to our home video revenues for estimates on return reserves that may differ from those reported by Disney. In determining our home video reserves, we review information which
includes Disneys current return reserves, the historical returns for our previous titles, actual rates of returns, inventory



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levels in the distribution channel and other business and industry trend information that is available. Disney has provided and may continue to provide us
with reserve information that may differ substantially from our historical experience with our previous titles. Unless Disney provides a sufficient rationale as to why the market and sales performance are substantially different for a particular
title, we have and may continue to record reserves more consistent with our historical experience. The estimate for return reserves, whether based on historical information or more current information from Disney, is inherently subjective and may
differ significantly from actual results. Our original estimates on reserves may be revised in future periods as new and additional information becomes available.



We have utilized margin normalization, such as with merchandise or home video expenses, in accordance with the provisions of
SOP 00-2. This may result in the utilization of budgeted or forecasted information to calculate an ultimate lifetime expense margin, rather than actual costs incurred if it is deemed to be a more accurate reflection of our participation. Similar to
return reserves, these expense estimates are reviewed and may be adjusted periodically to ensure the most accurate depiction of our participation is reflected.



Any revisions to our estimated reserves, margin normalization or updated information from Disney, as noted above, as well as findings from audit rights
offered in accordance with the terms of the Co-Production Agreement, could have a material effect on our financial statements in any given quarter or quarters. For further details, refer to Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 7 of this Form 10-K.



With respect to capitalized film production costs, our policy is to amortize these costs over the expected revenue streams as we recognize revenues from the associated films. The amount of film 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 reviewed for indicators of impairment each reporting period on a film-by-film basis. If estimated remaining gross
revenues are not sufficient to recover the unamortized film production costs, the unamortized film production costs will be written down to net realizable 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, resulting in lower gross margins. Such lower gross margins would adversely impact our business, operating results, and
financial condition.



Forecasting our operating expenses
is extremely difficult.



Our operating expenses will
continue to be extremely difficult to forecast. We budget the direct costs of the Pictures with Disney and share such costs equally (except with respect to Ratatouille). We capitalize our share of direct costs of film production in accordance
with SOP 00-2. A substantial portion of all of our other costs is incurred for the benefit of feature films (Overhead), including research and development expenses and general and administrative expenses. Portions of our Overhead are
included in the budgets for the Pictures under the Co-Production Agreement, and we share such costs equally with Disney under the Co-Production Agreement (except with respect to Ratatouille). With respect to the portion of our Overhead that
is not reimbursed by Disney, we either (1) capitalize such portion as film production costs, if required under SOP 00-2 or (2) charge it to operating expense in the period incurred. A substantial portion of our Overhead is related to the
Pictures produced pursuant to the Co-Production Agreement (except with respect to Ratatouille), and is therefore reimbursed by Disney. Since we capitalize other amounts in accordance with SOP 00-2, our reported operating expenses for the
fiscal year ended December 31, 2005 have not reflected, and future reported operating expenses will not reflect, our true level of spending on the production of animated feature films, related products and Overhead. Further, as we continue
production of our films beyond the Co-Production Agreement, including Ratatouille, the production costs of which we are financing in full, we expect our operating expenses to continue to increase to the extent that they are not capitalized or
shared with Disney.



Film production budgets may
increase, and film production spending may exceed such budgets.



Our future film budgets may continue to increase due to factors including, but not limited to, (1) escalation in compensation rates of people required to work on our current projects, (2) number of personnel
required to



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work on our current projects, (3) equipment needs, (4) the enhancement of existing, or the development of new, proprietary technology and
(5) the expansion of our facilities to accommodate the growth of the studio. The budgets forCars and subsequent films and related products are expected to be greater than the budgets for our previous films. Under the Co-Production
Agreement, we will continue to finance the budget forCars equally with Disney. However, pursuant to the Distribution Letter Agreement, we will finance all production costs of Ratatouille. Due to production exigencies, which are often
difficult to predict, it is not uncommon for film production spending to exceed film production budgets, and our current projects may not be completed within the budgeted amounts. In addition, when production of each film is completed, we may incur
significant carrying costs associated with transitioning personnel on creative and development teams from one project to another. These carrying costs increase overall production budgets and could have a material adverse effect on our results of
operations and financial condition.



Software revenue.



Our fiscal year 2006 earnings are expected to include
revenues attributable to non-film related sources including software revenue; however, there can be no assurance as to the timing and amount of such revenues.



Other items affecting forecasting.



Our fiscal year 2006 earnings are expected to include other income and expenses such as interest income and tax expense. Interest income is difficult to
predict and can fluctuate depending on our cash, cash equivalents and investment balances as well as external factors beyond our control, such as economic conditions and interest rates available to us during the year. We calculate our current and
deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the
tax returns are filed and the tax implications are known. Our income tax rate for fiscal year 2005 was different from the U.S. statutory rate primarily due to state taxes, a tax benefit associated with certain income earned outside the United
States, a tax deduction related to income attributable to domestic production activities, and certain tax exempt investment income. Our effective tax rate may fluctuate in future periods.



Changes in accounting pronouncements may also have a significant effect on
our results of operations. For example, in December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123Revised 2004 (SFAS 123R),
Share-Based Payment, which replaces Statement of Financial Accounting Standards No. 123 (SFAS 123),Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board Opinion
No. 25 (APB 25),Accounting for Stock Issued to Employees. SFAS 123R requires the measurement of all share-based payments to employees, including grants of employee stock options, using a fair-value-based method
and the recording of such compensation expense in our statements of income. We will adopt SFAS 123R in the first quarter of fiscal year 2006. The pro forma disclosures, previously permitted under SFAS 123 and adopted by Pixar, no longer will be an
alternative to financial statement recognition. Although we have not yet determined whether the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123, we expect the adoption to increase our
cost of revenues and operating expenses, and the adoption of SFAS 123R could make our net income less predictable in any given reporting period, could change the way we compensate our employees, or may cause other changes in the way we conduct our
business.



Our operating results have fluctuated in the past, and we expect
such fluctuations to continue.



Our revenues
fluctuate significantly.



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



| |  |  | the timing of worldwide theatrical releases of our animated feature films,
| | - |  | --------------------------------------------------------------------------



| |  |  | the success of our animated feature films,
| | - |  | ------------------------------------------



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| |  |  | the timing of the release of related products into their respective markets, such as home videos, television, and merchandising,
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the demand for such related products, which is often a function of the success of the related animated feature film,
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Disneys costs to distribute and promote our feature films and related products under the Co-Production Agreement,
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | Disneys success at marketing our feature films and related products under the Co-Production Agreement,
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | the timing and accuracy of information received from Disney and other sources on which we base estimates of revenue to be recognized from our animated feature films and related
products,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing and amount of non-film related revenues, such as the licensing of our software,
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | the competitive environment, and
| | - |  | --------------------------------



| |  |  | external socioeconomic and political events that are beyond our control.
| | - |  | ------------------------------------------------------------------------



In particular, since our revenue under the Co-Production Agreement and the Distribution Letter Agreement is directly related to the success of our
animated feature films, our operating results are likely to fluctuate depending on the level of success of our animated feature films and related products. The revenues derived from the production and distribution of an animated feature film depend
primarily on the films acceptance by the public, which cannot be predicted and does not necessarily bear a direct correlation to the production or distribution costs incurred. The commercial success of a motion picture also depends upon
promotion and marketing, production costs and other factors. Further, the theatrical success of a feature film can be a significant factor in determining the amount of revenues generated from the sale of the related products.



Our operating expenses fluctuate.



We expect continuing increases to our operating expenses to fund greater
levels of research and development, to meet the demands of multiple films in production and to expand operations. In addition, we expect our spending levels may increase significantly due to the following:



| |  |  | continued investment in proprietary software systems,
| | - |  | -----------------------------------------------------



| |  |  | continued and potentially increasing competition costs for creative, technical and administrative talent,
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | increased costs associated with the expansion of our facilities,
| | - |  | ----------------------------------------------------------------



| |  |  | increased number of personnel required to support studio growth as we have multiple films in parallel production,
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | increased investment in creative development and our Pixar-only financed films,
| | - |  | -------------------------------------------------------------------------------



| |  |  | increased proportion of operating expenses previously shared with Disney, and
| | - |  | -----------------------------------------------------------------------------



| |  |  | increased investment in administrative functions to support our expanding operations.
| | - |  | -------------------------------------------------------------------------------------



A portion of our operating expenses that are allocable to film productions is either capitalized by us or reimbursed by
Disney under the Co-Production Agreement. To the extent that we do not capitalize (or Disney does not reimburse) the increases in expenses, our operating expenses will increase in fiscal year 2006. In addition, as we increase the resources allocated
to Ratatouille and our other future productions, we expect our operating expenses to increase significantly.



Our scheduled successive releases of feature films will continue to place a significant strain on our resources.



We have only produced and released six feature films to date and have
limited experience with respect to producing more than one animated feature film at a time. Due to the strain on our personnel from the effort



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required for the release of an upcoming film and the time required for creative development of future films, it is possible that we would be unable to
release a new film in successive years. 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 future animated film will be released as scheduled or
that this strain on resources will not have a material adverse effect on our business, financial condition or results of operations. In addition, John Lasseters availability has been a key contribution to the successful completion of our prior
films. As we move towards releasing one film a year, there has been and will continue to be additional demands placed on his availability. In addition to Mr. Lasseters role as our Executive Vice PresidentCreative, he is also the
director ofCars, our next feature film. A lack of his availability may adversely impact the success and timing of our future films.



We continuously implement a variety of new and upgraded operational and financial systems, procedures and controls, including improvement and maintenance
of our accounting system, other internal management systems and backup systems. Our growth and these diversification activities, along with the corresponding increase in the number of our employees and our rapidly increasing costs, have resulted in
increased responsibilities for our management team. We will need to continue to improve our operational, financial and management information systems, to hire, train, motivate and manage our employees, to integrate them into Pixar and to provide
adequate facilities and other resources for them. We cannot provide any assurance we will be successful in accomplishing all of these activities on a timely and cost-effective basis. Any failure to accomplish one or more of these activities on a
timely and cost-effective basis would have a material adverse effect on our business, financial condition and results of operations.



The Co-Production Agreement imposes several risks and restrictions on us.



In 1997, Pixar and Disney entered into the Co-Production Agreement, pursuant to which Pixar agreed to produce the Pictures on an exclusive basis for
distribution by Disney. This agreement generally provides that Pixar will be responsible for the development, pre-production and production of each Picture, while Disney will be responsible for the marketing, promotion, publicity, advertising and
distribution of each Picture. On January 27, 2006, Pixar and Disney entered into a Distribution Letter Agreement regarding the distribution of an additional feature length animated film currently entitled Ratatouille. This agreement
generally provides that Ratatouille will be deemed a Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions discussed above in BusinessRelationship with
Disney. Pursuant to the Distribution Letter Agreement, the term of the Co-Production Agreement is extended until the delivery of Ratatouille to Disney, which is expected to occur in mid-2007.



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



The decisions
regarding the timing of the theatrical release and related products, the marketing and distribution strategy, and the extent of promotional support are important factors in determining the success of our motion pictures and related products. Under
the terms of the Co-Production Agreement and Distribution Letter Agreement, Disney is required to market and distribute our films in the same manner as its premiere animated films, and Disney is required to consult with us with respect to all major
marketing and distribution decisions. While Disney is prohibited from distributing potential competing films within certain release collars, we ultimately do not control (1) the manner in which Disney distributes our animated feature films and
related products, (2) the number of theaters to which Disney distributes our feature films, (3) the specific timing of release of our feature films and related products or (4) the specific amount or quality of marketing and
promotional support of the feature films and related products as well as the associated promotional and marketing budgets. Because Disney co-finances the films developed and produced under the Co-Production Agreement (except for Ratatouille,
which we are solely financing under the Distribution Letter Agreement), distributes the films under the Walt Disney Pictures label and enjoys substantial financial benefits in the event that such films achieve significant box office
revenues, we believe that Disney desires such films to be successful. Nonetheless,



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Disney could make certain decisions as to marketing, distribution or promotion of the animated feature films or related products or the marketing and
promotion of its own animated or other family films that could have a material adverse effect on our business, operating results or financial condition. In addition, the costs for marketing, distribution and promotion of the films and related
products are incurred well in advance of the release of such films and products, and we experience a delay in the receipt of proceeds from such films and products until after Disney recovers such costs. We are also dependent on Disney for receiving
accurate information on a timely basis on which we base estimates to recognize revenue and associated gross profit from the animated feature films and related products. If we fail to receive accurate information from Disney, or fail to receive it on
a timely basis, it could have a significant adverse effect on our business, operating results or financial condition.



Disney has an exclusive arrangement with us.



We have agreed not to release or authorize the release of any of our feature length animated theatrical motion pictures, other than the Pictures, until
twelve months from our delivery of Ratatouille, which is currently scheduled for summer 2007.



We also agreed not to develop or produce any rides or attractions for major theme parks not owned or operated by Disney. Except for Ratatouille, we
have agreed to give Disney a right to negotiate with respect to animated television productions or animated made-for-home video productions that we propose to produce during the term of the Co-Production Agreement. Disney, however, is not similarly
restricted by the exclusivity provisions that bind us under the Co-Production Agreement and, therefore, may develop, produce or distribute other feature length animated and theatrical motion pictures itself or enter into similar agreements with
third parties. However, if Disney produces any derivative works of the Pictures (except for Ratatouille) without us, we are entitled to receive passive royalties pursuant to the terms of the Co-Production Agreement. See
Business  Competition, and Risk Factors  We experience intense competition with respect to our animated feature films, animation products, and software.



We have an obligation to finance production costs.



We co-financed the first four films under the Co-Production Agreement, as
well asToy Story 2, and we will continue to co-financeCars and may co-finance or fully finance other related products to be developed and produced pursuant to the Co-Production Agreement. For example, we have, in the past, elected to
participate actively in various interactive games with Disney where we fund half of the development costs of the games. We also have approved for production and have begun financing Pixar-only financed films, including Ratatouille. If our
feature films and related products do not generate proceeds sufficient to more than offset our share of their production costs, our business, operating results and financial condition will be materially adversely affected.



Disney retains the exclusive distribution and exploitation rights.



Disney retains the exclusive distribution and
exploitation rights of each Picture, all characters and story elements of each Picture and all related products we develop under the Co-Production Agreement (except for Ratatouille which is subject to the terms and conditions of the
Distribution Letter Agreement). Accordingly, except in certain specified circumstances, we are not able to exploit or distribute any of our feature films or characters or elements of any of our feature films or related products developed under the
Co-Production Agreement without a license from Disney. We cannot provide any assurances that such a license would be available to us on commercially reasonable terms or at all.



Disney can terminate the agreement under various circumstances.



Under the terms of the Co-Production Agreement, Disney may terminate the
agreement under certain circumstances. For example, Disney is entitled to terminate the Co-Production Agreement in the event that certain types of competitors directly or indirectly acquire or control a 50% or greater ownership interest in Pixar or
Pixar merges or consolidates into such a competitor. Disney would not lose any of its rights to distribute and



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exploit all feature films and all characters and elements of our feature films and other products we develop under the Co-Production Agreement. Further, in
the event that Disney terminates the Co-Production Agreement, we would be required to seek alternative channels for distribution of our animated feature films and related products. See Business  Relationship with Disney.



There are significant risks associated with the motion picture industry.



The completion and commercial success of a motion picture
is extremely unpredictable, and the motion picture industry involves a substantial degree of risk. Each motion picture is an individual artistic work, and its commercial success is primarily determined by audience reaction, which is unpredictable.
The completion and commercial success of a motion picture also depends upon other factors, such as:



| |  |  | talent and crew availability,
| | - |  | -----------------------------



| |  |  | financing requirements,
| | - |  | -----------------------



| |  |  | distribution strategy, including the time of the year and the number of screens on which it is shown,
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the number, quality and acceptance of other competing films released into the marketplace at or near the same time,
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | critical reviews,
| | - |  | -----------------



| |  |  | the availability of alternative forms of entertainment and leisure time activities,
| | - |  | -----------------------------------------------------------------------------------



| |  |  | piracy and unauthorized recording, transmission and distribution of motion pictures,
| | - |  | ------------------------------------------------------------------------------------



| |  |  | general socioeconomic conditions and political events,
| | - |  | ------------------------------------------------------



| |  |  | weather conditions, and
| | - |  | -----------------------



| |  |  | other tangible and intangible factors.
| | - |  | --------------------------------------



All of these factors can change and cannot be predicted with certainty. In addition, motion picture attendance is seasonal, with the greatest attendance
typically occurring during the summer and holidays. The release of a film during a period of relatively low theater attendance is likely to affect the films box office receipts adversely. Under the terms of the Co-Production Agreement, Pixar
is guaranteed theatrical release either during the summer or holiday period. In addition, due to the expected release of a large number of family films by Disney and other movie studios in the next several years, it is possible that further
saturation of the family film market, particularly computer graphics imagery (CGI) animated films, may adversely impact the commercial success of our films, and therefore have a material adverse effect on our business, financial
condition and results of operations. See Business  Competition.



Motion picture piracy, which may intensify, could decrease the revenue we receive from the exploitation of our films.



Piracy and the unauthorized recording, transmission and distribution of our content are increasing challenges. Motion picture piracy is already prevalent
outside of the United States, Canada and Western Europe and in countries where we may have difficulty enforcing our intellectual property rights. Technological advances, such as the digital distribution of motion pictures, could increase the
prevalence of piracy, including in the United States, because such advances simplify 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 of our products could have an adverse effect on our business, financial condition and results of
operations and decrease the revenue we receive from our legitimate products.



Motion picture trade associations such as the Motion Picture Association of America monitor the progress and efforts made by various countries to limit or prevent piracy. Some of these trade associations have
initiated voluntary embargoes on motion picture exports to certain countries in the past to exert pressure on the



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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.



In order for our feature films and related products to be successful, we must develop
appealing creative content.



The success of each animated
feature film developed and produced by us depends in large part upon our ability to develop and produce compelling stories and characters that will appeal to a broad audience. Traditionally, this process has been extremely difficult. While we have
enjoyed worldwide box office success with all of our feature films, there can be no assurance that similar levels of success will be achieved by our subsequent films, includingCars, Ratatouille and our other future projects.



We experience intense competition with respect to our animated feature films, animation
products, and software.



Animated Feature Films.



Our animated feature films compete and will continue
to compete with family-oriented, animated and live action feature films and other family-oriented entertainment products produced by major movie studios, including Disney (as somewhat limited by the Co-Production Agreement), DreamWorks Animation
SKG, Inc. (DreamWorks), Warner Bros. Entertainment (Warner Bros.), Sony Pictures Entertainment, Fox Entertainment Group Inc. (Fox), Paramount Pictures, Lucasfilm Ltd., Universal Studios, Inc., MGM/UA, and Studio
Ghibli as well as numerous other independent motion picture production companies.



CGI is now the most prevalent form of animation among feature-length animated films, and the number of CGI-animated films released has been increasing significantly. Several movie studios have developed their own
internal computer animation capability, which may be used for special effects in animated films and live action films in addition to creating CGI-animated feature films. For example, DreamWorks successfully produced and released Antz in 1998,
Shrek in 2001, Shrek 2 and Shark Tale in 2004, and Madagascar in May 2005. Fox, through its subsidiary Blue Sky, successfully produced Ice Age, which was released in March 2002, and Robots, which was
released in March 2005. Warner Bros. released The Polar Express in November 2004. Disney domestically distributed Valiant, a co-production with Vanguard Entertainment, in August 2005, and released Chicken Little, the
first film produced by Disneys new CGI feature animation department, in November 2005. Other movie studios may internally develop, license or sub-contract three-dimensional animation capability, or enter into co-production agreements with
other studios capable of developing and producing three-dimensional CGI-animated films. Further, we believe that continuing enhancements to commercially available computer hardware and software technology have lowered and will continue to lower
barriers to entry for studios or special effects companies which intend to produce computer-animated feature films or other products.



We believe competition from animated feature films and family-oriented feature films will likely continue to intensify over the next several years.
Primarily CGI-animated feature films currently expected to be released by major studios in 2006 include Ice Age 2, The Wild, Over the Hedge, Monster House, The Ant Bully, Open Season, Barnyard,
Flushed Away, Happy Feet, and Meet the Robinsons, among others. Family-oriented feature films currently expected to be released by major studios in 2006 include The Shaggy Dog,Hoot, Garfield 2,Pirates
of the Caribbean: Dead Man's Chest, Flicka, Zoom,How to Eat Fried Worms,Santa Clause 3, Eragon, andCharlotte's Web, among others. Due to a potentially large number of CGI-animated feature films and
family-oriented films scheduled for release over the next few years, it is possible that the market for these films will become further saturated.



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Our films will continue to compete with the feature films of other movie studios for optimal release
dates, audience acceptance, and exhibition outlets. In addition, we compete and will continue to compete with other movie studios for the services of performing artists, and the services of other creative and technical personnel, particularly in the
fields of animation and technical direction. Some of the other movie studios with which we compete have significantly greater financial, marketing and other resources than we do. In addition to box office and home video competition, other
family-oriented films may continue to compete withThe IncrediblesandFinding Nemo, and the rest of our film library, with respect to related television, merchandise, and other future revenue sources.



The Co-Production Agreement, as modified by the Distribution Letter
Agreement provides that we will develop and produce six original computer-animated feature films. Because Disney co-finances the films developed and produced under the Co-Production Agreement (except for Ratatouille, which we are financing in
full under the Distribution Letter Agreement), distributes the films under the Walt Disney Pictures label and enjoys financial benefits in the event that such films achieve significant box office revenues, we believe that Disney desires
such films to be successful. Nonetheless, during its long history, Disney has been a very successful producer and distributor of its own animated feature films. While the Co-Production Agreement imposes restrictions prohibiting Disney and its
affiliates from releasing animated films or live action family films within certain release windows from our films, including Ratatouillepursuant to the Distribution Letter Agreement, it is likely that other family-oriented motion pictures
distributed by Disney or its affiliates will overlap in the market and compete with our animated feature films. For example,Pirates of the Caribbean: The Curse of the Black Pearl,Spy Kids 3D: Game Over, andFreaky Friday
competed directly withFinding Nemo for domestic theatrical market share during summer 2003. The home video releases ofPirates of the Caribbean: The Curse of the Black Pearl andFreaky Friday also competed withFinding
Nemo in the worldwide home video market. The theatrical releases of DisneysNational Treasure and MiramaxsFinding Neverland in November 2004 competed with the worldwide theatrical release ofThe
Incredibles, and the home video release of these films competed withThe Incredibles in the worldwide home video market. Disneys release of The Wild on April 14, 2006 and Pirates of the Caribbean: Dead Mans
Cheston July 7, 2006 will compete with Cars,which is scheduled for release on June 9, 2006. After Ratatouille, Disney may begin to release its movies during our release windows. This could have an adverse impact on the
commercial success required for us to profit from future films. Our contractual arrangement with Disney also presents other risks. See Risk Factors  The Co-Production Agreement imposes several risks and restrictions on
us.



Computer Graphics Special Effects Firms.



We also expect to compete with computer graphics
special effects firms, including Industrial, Light & Magic (ILM), Rhythm & Hues, Tippett Studios, WETA Digital, Digital Domain, and Sony Pictures Imageworks. These computer graphics special effects firms may be capable
of creating their own three-dimensional computer animated feature films or may produce such films for movie studios that compete with us. For example, ILM has already created and produced three-dimensional character animation which was used for
several central characters in live action films such as Star Wars Episode III: Revenge of the Sith.ILM has a royalty-free, paid-up license to use our RenderMan® software and to obtain at no cost all enhancements and upgrades thereto. Other computer graphics special effects firms
have licensed or may license RenderMan®.
Accordingly, our RenderMan® software may not
provide us with a competitive advantage. We also compete, or may in the future compete, with the above firms with respect to animation products other than feature films.



Software Publishers.



We also experience competition with respect to our RenderMan® software product. In particular, we compete with makers of computer graphics imaging software, principally Mental
Images GmbH sold as an OEM product through Alias, which was recently acquired by Autodesk, Discreet (a division of Autodesk), and Avid Technologies. In addition to Mental Images products, Autodesk also markets internally developed
competing rendering software products at lower prices than the price at which we offer RenderMan®. Under appropriate circumstances, we have in the past elected and might in the future elect to license our rendering technology



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patents to other companies, some of which may compete with us. In addition, as PCs become more powerful, software suppliers may also be able to
introduce products for PCs that would be competitive with RenderMan®in terms of
price and performance for professional users. In addition, there have been advances in graphics processing unit technology that may impinge on the market for software rendering solutions. Faster and lower cost graphic cards provide capability for
users to produce pictures of higher complexity than previously available.



We expect competition to persist, intensify and increase in each of our business areas in the future. Some of our current and potential competitors have longer operating histories, larger installed customer bases and
significantly greater financial, technical, marketing and other resources than we do. There can be no assurance that we will be able to compete successfully against current or future competitors. Such competition could have a material adverse effect
on our business, operating results or financial condition.



Our success
depends on certain key employees.



Our success depends to
a significant extent on the performance of a number of senior management personnel and other key employees, especially our film directors, producers, animators, creative personnel and technical directors. In particular, we are dependent upon the
services of Steve Jobs, John Lasseter, Edwin E. Catmull, Simon Bax, and Lois Scali. We do not currently have key person life insurance for any of our employees other than John Lasseter. We do have an employment agreement with
Mr. Lasseter, however, such employment agreement does not necessarily assure the services of Mr. Lasseter. Moreover, although it is standard in the motion picture industry to rely on employment agreements as a method of retaining the
services of key employees, we have not required our employees, other than Mr. Lasseter, to enter into employment agreements. The loss of the services of any of Messrs. Jobs, Lasseter, Bax, Dr. Catmull, Ms. Scali or of other key
employees, especially our film directors, producers, animators, creative personnel and technical directors, could have a material adverse effect on our business, operating results or financial condition. See
Business  Employees and Executive Officers of the Company.



Our Chief Executive Officer has divided responsibilities.



Pixars Chief Executive Officer and Chairman, Steve Jobs, is also Chief Executive Officer at Apple Computer, Inc. Although Mr. Jobs spends time
at Pixar and is active in our management, he does not devote his full time and resources to Pixar.



To be successful, we need to attract and retain qualified personnel.



Our success continues to depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative,
technical and managerial personnel. Competition for the caliber of talent required to make our films, particularly our film directors, producers, animators, creative personnel and technical directors, will continue to intensify as more studios build
their in-house CGI-animation or special effects capabilities. There can be no assurance that we will be successful in identifying, attracting, hiring, training and retaining such personnel in the future. If we were unable to hire, assimilate and
retain qualified personnel in the future, particularly film directors, producers, animators, creative personnel and technical directors, such inability would have a material adverse effect on our business, operating results and financial condition.
See Business  Employees and Executive Officers of the Company.



We face various distribution risks with respect to our feature films.



Under the Co-Production Agreement, Disney is required to distribute the Pictures in a manner consistent with that of Disneys premiere animated
films. Currently, distribution of our films generally includes (1) worldwide theatrical exhibition, (2) worldwide home video sales, (3) worldwide television licensing, including video-on-demand (VOD), Pay-Per-View, pay television,
network, basic cable and syndication, (4) non- theatrical exhibition, such as airlines, schools and armed forces facilities and (5) marketing of other rights of the picture, which may include licensing of merchandise, such as toys,
interactive games and soundtrack recordings.



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Although the Co-Production Agreement provides us with some protection, we cannot provide any assurances that our feature films made under the Co-Production
Agreement will be distributed through all of these outlets. See Business  Business Model and Products.



Although we have enjoyed a tremendously successful track record with all six of our feature films, we cannot provide any assurances that our future films
will enjoy the same level of success. Currently, Disney shares the financial risks associated with the production of our films under the Co-Production Agreement (except Ratatouille) by financing 50% of the production costs. In
addition, under the Co-Production Agreement, Disney is responsible for financing 100% of the costs related to the marketing and distribution of the films. In the event that a film does not generate sufficient revenues to offset such costs, Pixar is
not responsible for any losses Disney incurs. However, because we anticipate financing 100% of the production costs of our future films, we expect to bear all of the financial risks associated with a future films production costs. In addition,
we cannot provide any assurances that future distribution agreements, if any, will provide us with our current level of risk minimization related to the financing of marketing and distribution expenses. In addition, as additional entrants emerge in
the animation marketplace, there may be increased competition for distribution partners.



We have a limited operating history.



Until 1996, we had generated recurring revenue primarily from the license of our RenderMan®software, amounts we received under software development contracts and fees for animated television commercial development. We expect to generate a substantial majority of our future revenue from the
development and production of animated feature films and related products, as we have since 1996. We have, to date, developed, produced and released only six animated feature films. Accordingly, we have a limited operating history in implementing
our business model upon which an evaluation of our prospects can be based. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of a business enterprise,
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.



Our current and future commitments may have an adverse impact on our cash balances.



We are currently co-financing Cars pursuant to the Co-Production Agreement and solely financing our other feature films including
Ratatouille. The future production costs ofCars, Ratatouille and subsequent films, and any future expansion of our studio and headquarters in Emeryville, California, may have an adverse impact on our cash and investment
balances. As of December 31, 2005, we had $1.0 billion in cash, cash equivalents and investments. We believe that these funds, along with future cash provided by operating activities, will be sufficient to meet our anticipated cash needs for
working capital and capital expenditures, production costs forCarsand Ratatouille, as well as production and development costs for future films and development projects. See Managements Discussion and Analysis of
Financial Condition and Results of Operations  Liquidity and Capital Resources in Item 7 of this Form 10-K. To date, we have chosen to use our existing cash resources to fund film production costs and construction costs. We may
continue to use our cash resources for such expenditures, or may choose to finance such capital expenditures through issuance of additional equity or debt securities, by obtaining a credit facility or by some other financing mechanism. The sale of
additional equity or convertible debt securities would result in additional dilution to our shareholders. Moreover, we cannot provide any assurances that we will be successful in obtaining future financing, or even if such financing is available,
that we will obtain it on favorable terms or on terms providing us with sufficient funds to meet our obligations and objectives.



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



We cannot provide any assurances that we will not experience difficulties
that could delay or prevent the successful development or production of future animated feature films or other related products. Among other



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things, because we are dependent upon a large base of software and a large number of computers for the development and production of our animated feature
films and related products, an error or defect in the software, a failure in the hardware or a failure of the backup processes could result in a significant delay in one or more productions in process which, in turn, could result in potentially
significant delays in the release dates of our feature films or other products. In the past we have experienced minor delays as a result of such matters. Significant delays in production and significant delays in release dates could have a material
adverse effect on our business, operating results or financial condition. Further, because we rely mostly on internally developed software, we would not be able to rely upon assistance from third parties in the event that the software fails. See
Business  Technology.



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



Because we have historically derived a significant amount of our revenue from the exploitation of our films in territories outside of the United States, our business may be 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.
| | - |  | --------------------------



A single shareholder owns a large percentage of our outstanding stock.



Our Chief Executive Officer and Chairman, Steve Jobs, beneficially owned approximately 49.8% of our outstanding Common Stock as of February 15, 2006.
As a result, Mr. Jobs, acting alone, is virtually able to exercise sole discretion over all matters requiring shareholder approval, including the election of the entire board of directors and approval of significant corporate transactions,
including an acquisition of Pixar. Such concentration of ownership may also have the effect of delaying or preventing a change in control of Pixar, impeding a merger, consolidation, takeover or other business combination involving Pixar, or
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of Pixar.



Business interruptions could adversely affect our operations.



Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure and other events beyond our control. Although we
have developed certain plans to respond in the event of a disaster, there can be no assurance that they will be effective in the event of a specific disaster. Our facilities in the State of California have in the past and may in the future be
subject to electrical blackouts as a consequence of a shortage of available electrical power. In the event of a short-term power outage, we have installed UPS (uninterrupted power source) equipment to protect our RenderFarm and other sensitive
equipment, along with two 1.5 Megawatt backup generators; however, a long-term power outage could disrupt our operations. Prices for electricity have in the past risen dramatically and may increase in the future. An increase in prices would increase
our operating costs, which could in turn adversely affect our profitability. We do not carry earthquake insurance for earthquake related losses and although we carry business interruption insurance for other potential losses, there can be no
assurance that such insurance will be sufficient to compensate us for losses that may occur. Any losses or damages incurred by us could have a material adverse effect on our business and results of operations.



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Terrorist activities and resulting military and other actions could adversely affect our business.



The continued threat of terrorism within the United States and abroad,
military action and heightened security measures in response to such threats, as well as other socioeconomic and political events, may cause significant disruption to commerce, including the entertainment industry, throughout the world. For example,
the terrorist attacks in New York and Washington, D.C. on September 11, 2001 disrupted commerce throughout the United States and Europe. Such disruption in the future could have a material adverse effect on our business and results of
operations.



Work stoppages could adversely impact our operations.



Although none of our employees are represented by a labor
union, it is common for film directors, producers, animators and actors at film production companies to belong to a union. There can be no assurance that our employees will not join or form a labor union or that we, for certain purposes, will not be
required to become a union signatory. We may be directly or indirectly dependent upon certain union members, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or results
of operations. If a work stoppage occurs, it could delay the completion of our films and have a material adverse effect on our business operating results or financial condition.



To be successful, we will need to continuously enhance our existing proprietary technology and develop new technology.



Substantially all of our revenues have been derived, and substantially all
of our future revenues are expected to be derived, from the use and license of our proprietary technologies. We expect that we will be required to enhance these technologies and to develop new technologies in order to be successful in our industry
and in the licensing of our RenderMan® software. We
cannot provide any assurances that we will be successful in enhancing our existing technologies or in developing and utilizing new technologies, or that competitors will not develop technology that is equivalent or superior to our technologies or
that makes our technologies obsolete. If we are unable to develop enhancements to our existing technologies or new technologies as required, or if the costs associated with developing those technologies continue to increase, our business, operating
results or financial condition could be materially adversely affected. See Business  Technology and Business  Competition.



There are various risks associated with our proprietary rights.



Our efforts to protect our proprietary technologies may not succeed.



Our success and ability to compete is dependent in part upon our proprietary technology. While we rely on a combination of
patents, copyright and trade secret protection, nondisclosure agreements and cross-licensing arrangements to establish and protect our proprietary rights, we believe that factors such as the technical and creative skills of our personnel are more
essential to our success and ability to compete. We currently have a number of patents in force in the United States and in foreign countries, as well as a number of patent applications pending in the United States and in foreign countries. 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. In addition, we cannot provide any assurances that
any patents that have been issued to us, or that we may license from third parties, will not be challenged, invalidated or circumvented, or that any rights granted thereunder would provide us with any proprietary protection. Failure of the patents
to provide protection of our technology may make it easier for our competitors to offer technology equivalent to or superior to our technology. We generally enter into confidentiality or license agreements with our employees, consultants and
vendors, and generally control access to and distribution of our software, documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our proprietary
information, products or technology without authorization, or to develop similar or superior technology independently. Policing unauthorized use of our products is difficult and expensive. In addition, effective copyright, patent and trade secret
protection may be unavailable or limited



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in certain foreign countries. We generally rely on electronically delivered software licenses that include an electronic acceptance by the
purchaser, which may be unenforceable under the laws of certain jurisdictions. We cannot provide any assurances that the steps we take will prevent misappropriation of our technology or that our confidentiality or license agreements will be
enforceable. See Business  Proprietary Rights.



Enforcing our proprietary rights may require litigation.



Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to protect our patents, 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, operating results or financial condition. See
Business  Proprietary Rights.



Others
may assert infringement claims against us.



One of the
risks of the film production business is the possibility of claims that our productions infringe on the intellectual property rights of third parties with respect to previously developed films, stories, characters or other entertainment. In
addition, our technology and software may be subject to patent, copyright or other intellectual property claims of third parties. 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 invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us, or that any assertions or prosecutions will not have a
material adverse effect on 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 under 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. See Business  Proprietary Rights.



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



We also rely on certain technology
that we license from third parties, including software that we integrate and use with our internally developed software. We cannot provide any assurances that these third-party technology licenses will continue to be available to us on commercially
reasonable terms. The loss of, or inability to maintain any of these technology licenses could result in delays in feature film releases or product releases until equivalent technology could be identified, licensed and integrated. Any such delays in
feature film releases or product releases could have a material adverse effect on our business, operating results and financial condition. See Business  Proprietary Rights.



The market price of our Common Stock has been highly volatile in the past, and we expect
such volatility to continue.



The market price of our
Common Stock is highly volatile and is subject to wide fluctuations in response to a wide variety of factors, including the publication of box office results for our feature films and those of our competitors, fluctuations in our quarterly or annual
results of operations, changes in financial estimates by securities analysts, announcements made by us, Disney, or our competitors, budget increases, delays in or cancellation of feature film or other product release dates, speculation about the
negotiation of terms or conditions of our next distribution arrangement, or socioeconomic, political or other factors. For example, since the beginning of fiscal year 2004 through February 15, 2006, our Common Stock closed as low as $31.21 and
as high as $61.30 per share. See Market for Companys Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities in Item 5 of this Form 10-K. Moreover, in recent years, the stock market has experienced
extreme price and volume fluctuations, some of which have been unrelated or disproportionate to the operating performances of the companies affected. These broad market and industry fluctuations may adversely affect the market price of our Common
Stock. In the past, following periods of volatility in the market price of a



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companys securities, securities class action litigation has often been instituted against such a company. For instance, recently several purported
securities class action lawsuits were filed against Pixar. See Legal Proceedings in Item 3 of this Form 10-K.



As described in Risk Factors  Our operating results have fluctuated in the past, and we expect such fluctuations to continue,
we believe that period-to-period comparisons of our results of operations may not be necessarily meaningful. Accordingly, you should not rely on our annual and quarterly results of operations as any indication of future performance. In addition, it
is possible that in some future period our operating results will be below the expectations of public market analysts and investors or the guidance we have provided. In such event, the price of our Common Stock may be materially adversely affected.
See Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K.



While we believe we currently have adequate internal control over financial reporting, we are required to assess our internal control over financial reporting on an
annual basis and any future adverse results from such assessment 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, (Section 404) and the rules and regulations
promulgated by the SEC to implement Section 404, we are required to include in our Form 10-K an annual report by our management regarding the effectiveness of our internal control over financial reporting. The report includes, among other
things, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting
identified by management.



Managements assessment of
internal control over financial reporting requires management to make subjective judgments and, because this requirement to provide a management report is relatively new, some of our judgments will be in areas that may be open to interpretation.
Therefore our management report may be uniquely difficult to prepare and our auditors, who are required to issue an audit report covering our internal control over financial reporting, may not agree with managements assessment. While we
currently believe our internal control over financial reporting is effective, the effectiveness of our internal controls to future periods is subject to the risk that our controls may become inadequate because of changes in conditions, and, as a
result, the degree of compliance of our internal control over financial reporting with the policies or procedures may deteriorate.



If we are unable to assert that our internal control over financial reporting is effective in any future period (or if our auditors 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 may have an adverse effect on our stock price.



We are subject to risks caused by the availability and cost of insurance.



Changing conditions in the insurance industry have affected most areas of
corporate insurance. These changes have in the past and may in the future result in higher premium costs, higher deductibles and lower insurance coverage limits. Due to these factors, we have elected to self-insure certain risks. For example, we do
not carry earthquake insurance due to its high cost.



Item 1B.Unresolved Staff Comments



We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the
end of our 2005 fiscal year that remained unresolved.



Item 2.Properties



Our primary studio and headquarters facility is located at 1200 Park Avenue, Emeryville, California and consists of approximately 247,000 square feet of office space in two buildings, which we own. In addition, we
lease approximately 40,000 square feet of office and warehouse space, which are located within close proximity



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to our Emeryville facility, as well as approximately 4,000 square feet of office space in Seattle, Washington, which is occupied by our RenderMan® software group. We believe that our properties and
facilities are suitable and adequate for current operations. In November 2002, we purchased approximately 2.24 acres of land adjacent to our primary facility for $9.4 million, for future expansion. Our primary studio and headquarters facility
together with the additional land purchases noted above represents our Emeryville Campus. We used existing cash resources to fund these facility-related costs. See Managements Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources in Item 7 of this Form 10-K.



Item 3.Legal Proceedings



Shareholder Litigation.    On October 21, 2005, a putative shareholder class action lawsuit was filed against the Company
and certain of its officers in the United States District Court for the Northern District of California alleging claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The
case is entitled Mataraza v. Pixar, et al., Case No. C-05-4290 JSW. The complaint asserts a class period from January 18, 2005 to June 30, 2005. Three other similar complaints have been filed since October 21, 2005. Plaintiff alleges
that the defendants made false and misleading statements about earnings projections for the second fiscal quarter of 2005, ended July 2, 2005, in light of sales and return information for home video sales of The Incredibles. The cases have
been consolidated before a single judge and are referred to as In re Pixar Securities Litigation. Currently pending before the court is a motion for appointment of lead plaintiffs and their respective counsel. Management believes the lawsuits
to be without merit and intends to vigorously defend against the action.



Informal Inquiry by the SEC.The Company received an informal inquiry from the SEC requesting information regarding the disclosure of our second quarter financial results. The SEC
informed the Company in a letter dated February 17, 2006 that the informal inquiry had been terminated.



Merger Related Litigation.    On January 27, 2006, an action, titled Jonathan Levene v. Pixar, et al., was filed in
the Superior Court of the State of California for the County of Alameda, naming Pixar and all members of the Pixar board of directors as defendants. The complaint generally alleged that Pixars directors breached their fiduciary duties in
approving the proposed merger between Pixar and Disney because they failed to maximize value for Pixars shareholders. The complaint sought class certification and certain forms of equitable relief, including enjoining the consummation of the
proposed merger. The complaint did not seek compensatory damages. On January 30, 2006, the defendants removed the action to the United States District Court for the Northern District of California. On February 1, 2006, the plaintiff
dismissed the action voluntarily.



Other
Matters.Pixar is regularly subject to certain legal proceedings and claims that arise in the ordinary course of business. Many of these have not yet been fully adjudicated. In the opinion of management, Pixar does not
have a potential liability related to any such current legal proceedings and claims that would have a material adverse effect on its financial condition, liquidity or results of operations. However, the results of legal proceedings cannot be
predicted with certainty. Should Pixar fail to prevail in any of these legal matters or should several of these legal matters be resolved against Pixar in the same reporting period, the operating results of a particular reporting period could be
materially adversely affected.



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Item 4.Submission of Matters to a Vote of Security Holders



No matters were submitted to a vote of security holders during the quarter ended December 31, 2005.



EXECUTIVE OFFICERS OF THE COMPANY



The executive officers of Pixar and their ages as of February 15, 2006 are as follows:



|              |  |     |  |                                                                
|------------- |  | --- |  | ---------------------------------------------------------------
|Name          |  | Age |  | Position                                                       
|Steve Jobs    |  | 50  |  | Chairman and Chief Executive Officer                           
|Edwin Catmull |  | 60  |  | President                                                      
|Simon Bax     |  | 46  |  | Executive Vice President, Chief Financial Officer and Secretary
|John Lasseter |  | 49  |  | Executive Vice President, Creative                             
|Lois J. Scali |  | 57  |  | Executive Vice President, General Counsel                      



Pixars
executive officers are appointed by, and serve at the discretion of, the Board of Directors. Each executive officer is an employee of Pixar. There is no family relationship between any executive officer or director of Pixar.



Mr. Jobsis a co-founder of Pixar and has served as Chairman
since March 1991 and as Chief Executive Officer since February 1986. He has been a director of Pixar since February 1986. In addition, Mr. Jobs is currently Chief Executive Officer and a member of the Board of Directors of Apple Computer, Inc.



Dr. Catmull is a co-founder of Pixar and has
served as President since January 2001. Dr. Catmull also served as Chief Technical Officer from the Companys inception until January 2001. Previously he was Vice President of the Computer Division of Lucasfilm, Ltd., where he managed four
development efforts in the areas of computer graphics, video editing, video games and digital audio. Dr. Catmull has been honored with four Scientific and Technical Engineering Awards from The Academy of Motion Picture Arts and Sciences for his
work, including an Oscar®. He also won the Coons
Award, which is the highest achievement in the computer graphics field, for his lifetime contributions and was awarded the animation industrys Ub Iwerks Award. Dr. Catmull is a member of the Academy of Motion Picture Arts and Sciences and
the National Academy of Engineering. Dr. Catmull earned his B.S. degrees in computer science and physics and his Ph.D. in computer science from the University of Utah.



Mr. Bax has served as Executive Vice President and Chief Financial Officer since May 2004. From September 2001
to April 2004, Mr. Bax served as a consultant and acted as a principal in two partnerships formed to raise funds to co-finance films with a major studio. From June 2003 to present, Mr. Bax has served as chairman at SmartJog S.A., a company
that provides secure digital content delivery between film and television distributors and broadcast facilities throughout the world. From 1994 through 2001, Mr. Bax was Chief Financial Officer for Fox Filmed Entertainment where he managed
finance, information technology and strategic planning related to the production and distribution of all films produced by the companys Motion Picture Group. In addition, he oversaw the financial functions of Twentieth Century Fox Television
and Fox Television Studios, and was responsible for studio operations worldwide. Mr. Bax is a graduate of Gonville and Caius College at the University of Cambridge in England. He is currently a member of the Academy of Motion Picture Arts and
Sciences and the British Academy of Film and Television Arts.



Mr. Lasseter is a two-time Academy Award®-winning director and animator. In addition to serving as head of all of Pixar Animation Studios films and projects as Executive Vice President, Creative, he directed Toy Story, (the first feature-length
computer animated film), A Bugs Life and Toy Story 2. He is the Executive Producer of Monsters, Inc., Finding Nemo and The Incredibles and in 2001 he was given an honorary doctorate degree from the American
Film Institute and in 2003 and 2004, he was awarded the Art Directors Guilds coveted Honorary Contribution to Cinematic Imagery Award. Mr. Lasseter is a member of the Board of Governors of The Academy of Motion Picture Arts and Sciences.
Mr. Lasseter is currently directing his fourth feature film, Cars. Mr. Lasseter directed the first computer-animated feature film, Toy Story, for which he

received a Special Achievement Oscar® and was nominated for Best Original Screenplay, the first animated film



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ever to receive an Oscar® nomination for screenplay. Mr. Lasseter has written and directed a number of short films and television commercials while at Pixar: Luxo
Jr. (1986 Academy Award® nominee),
Reds Dream (1987), Tin Toy (1988 Academy Award® Winner) and Knick Knack (1989), which was produced as a 3D stereoscopic film. Tin Toy was the first computer animated film to win an Oscar®, when it won the 1988 Academy Award® for Best Animated Short Film. Mr. Lasseter also designed and animated the Stained
Glass Knight character in the 1985 Steven Spielberg production, Young Sherlock Holmes. Mr. Lasseter joined Lucasfilms Computer Division in 1984, and was a founding member of Pixar when it was formed in February 1986. Prior to this,
he spent five years as an animator at The Walt Disney Company, where he worked on such films as The Fox and the Hound and Mickeys Christmas Carol. He earned his B.F.A. in film from the California Institute of the Arts where he
produced two animated films, each winners of the student Academy Award® for Animation: Lady and the Lamp in 1979 and Nightmare in 1980. His very first award came at the age of five when he won $15.00 from the Model Grocery Market in Whittier, California for a crayon drawing
of the Headless Horseman.



Ms. Scali has served as
Executive Vice President and General Counsel since March 2003. Ms. Scali was a partner at Irell & Manella LLP, a leading Los Angeles law firm, from January 1993 until March 2003 where she founded and directed the firms
Intellectual Property Transactions Group and served on the firms Executive, Partnership, Strategic Planning and Intake Committees. Ms. Scali also directed the firms Entertainment Group from 1996 to 2003. Ms. Scali received her
B.A. from Brooklyn College and her J.D. from the University of California at Los Angeles. Ms. Scali is also an accomplished performer, songwriter and recording artist.



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PART II



Item 5.Market for Companys Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities



Our Common Stock trades on The NASDAQ Stock Markets NASDAQ National
Market under the trading symbol PIXR. The following table sets forth the high and low sale prices per share of our Common Stock for the periods indicated.



|               |  |        |  |       
|-------------- |  | ------ |  | ------
|               |  | High   |  | Low   
|2004           |  |        |  |       
|First Quarter  |  | $35.25 |  | $30.30
|Second Quarter |  | 35.29  |  | 31.18 
|Third Quarter  |  | 40.98  |  | 32.75 
|Fourth Quarter |  | 47.56  |  | 38.02 
|               |  |       
|               |  | High   |  | Low   
|2005           |  |        |  |       
|First Quarter  |  | $49.75 |  | $41.68
|Second Quarter |  | 54.57  |  | 42.68 
|Third Quarter  |  | 45.98  |  | 40.80 
|Fourth Quarter |  | 58.23  |  | 44.28 



As of
February 15, 2006, we had approximately 7,919 shareholders of record. Because many of our shares of Common Stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders
represented by these record holders. The price for the Common Stock as of the close of business on February 15, 2006 was $61.30 per share. We have never paid any cash dividends on our Common Stock. We intend to retain any earnings for use in
our business and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.



Item 6.Selected Financial Data



The following selected financial data is derived from our financial statements. This data should be read in conjunction with the Financial Statements and
notes thereto included on pages 56-85, and with Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations.



|                             |  |                                       |         |      |   |         |  |      |           |      |   |           |  |   |          
|---------------------------- |  | ------------------------------------- | ------- | ---- | - | ------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                             |  | Fiscal Years                         
|                             |  | 2001                                  |         | 2002 |   | 2003    |  | 2004 |           | 2005
|                             |  | (In thousands, except per share data)
|Revenue                      |  | $                                     | 70,223  |      | $ | 201,724 |  | $    | 262,498   |      | $ | 273,472   |  | $ | 289,116  
|Net income                   |  |                                       | 36,217  |      |   | 89,950  |  |      | 124,768   |      |   | 141,722   |  |   | 152,938  
|Basic net income per share   |  |                                       | 0.38    |      |   | 0.89    |  |      | 1.15      |      |   | 1.25      |  |   | 1.29     
|Diluted net income per share |  |                                       | 0.35    |      |   | 0.84    |  |      | 1.09      |      |   | 1.19      |  |   | 1.24     
|Total assets                 |  |                                       | 523,294 |      |   | 732,066 |  |      | 1,002,056 |      |   | 1,275,037 |  |   | 1,488,740
|Total shareholders' equity   |  |                                       | 505,686 |      |   | 713,062 |  |      | 940,510   |      |   | 1,220,095 |  |   | 1,441,962



Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations



This section and other parts of this Form 10-K contain forward-looking statements that involve risks and uncertainties. Our
actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled Risk Factors in
Item 1A of this Form 10-K. The following discussion should be read in conjunction with the Financial Statements and notes thereto included on pages 56-85 of this Form 10-K. In addition, you may find information regarding certain recent
developments at Pixar, including information



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regarding the Merger Agreement with Disney by which Disney has agreed to acquire Pixar, in the subsection entitled Recent Developments in
Item 1 of this Form 10-K.



Overview



Pixar was formed in 1986 when Steve Jobs purchased the computer division of
Lucasfilm and incorporated it as a separate company. In 1991, we entered into a feature film agreement (the Feature Film Agreement) with Walt Disney Pictures, a wholly owned subsidiary of the Walt Disney Company (together with its
subsidiaries and affiliates collectively referred to herein as Disney), for the development and production of up to three animated feature films to be marketed and distributed by Disney. It was pursuant to the Feature Film Agreement that
Toy Storywas developed, produced, and distributed. Our share of revenues and expenses from Toy Storyis governed by the terms of the Feature Film Agreement.



In February 1997, we entered into the Co-Production Agreement (which, except for certain economic provisions applicable to
Toy Story, superseded the Feature Film Agreement) with Disney pursuant to which we, on an exclusive basis, agreed to produce five original computer-animated feature-length theatrical motion pictures (the Pictures) for distribution
by Disney. Pixar and Disney agreed to co-finance the production costs of the Pictures, co-own the Pictures (with Disney having exclusive distribution and exploitation rights), co-brand the Pictures, and share equally in the profits of each Picture
and any related merchandise as well as other ancillary products, after recovery of all marketing and distribution costs (which Disney finances), a distribution fee paid to Disney and any other predefined fees or costs, including any third party
participations. The Co-Production Agreement generally provides that we will be responsible for the production of each Picture, while Disney will be responsible for the marketing, promotion, publicity, advertising and distribution of each Picture.



The Co-Production Agreement also contemplates that with
respect to theatrical sequels, made-for-home video sequels, television productions, interactive media products and other derivative works related to the Pictures, we will have the opportunity to co-finance and produce such products or to earn
passive royalties on such products. We will not share in any theme park revenues generated as a result of the Pictures. Pursuant to the Co-Production Agreement, in addition to co-financing the production costs of the Pictures, Disney will reimburse
us for our share of certain general and administrative costs and certain research and development costs that benefit the productions of the Pictures.



Our second feature film, A Bugs Life, was released in November 1998 and counted as the first original Picture under the Co-Production
Agreement. In November 1999, Toy Story 2, our third animated feature film was released. As a theatrical sequel, Toy Story 2is a derivative work of the original Toy Story and therefore it does not count toward the five original
Pictures to be produced under the Co-Production Agreement. As a derivative work, Toy Story 2 is treated as a Picture under the Co-Production Agreement, and all the provisions applicable to the five original Pictures apply.



In November 2001, we released Monsters, Inc., our fourth animated
feature film, which counts as the second original Picture under the Co-Production Agreement. In May 2003, we released Finding Nemo, our fifth animated feature film, which counts as the third original Picture under the Co-Production Agreement.
In November 2004, we released The Incredibles, our sixth animated feature film, which counts as the fourth original Picture under the Co-Production Agreement. We are currently in post-production on Cars, which is scheduled for release
on June 9, 2006. Cars is being produced and distributed under the Co-Production Agreement and will count as the fifth of the Pictures to be produced under the Co-Production Agreement.



We are also in production on Ratatouille, which will be fully
financed by us and distributed by Disney and is scheduled for a summer 2007 release. Pursuant to the Distribution Letter Agreement, Ratatouille will be deemed a Picture under and in accordance with the terms of the Co-Production
Agreement, subject to certain exceptions, including those described above in Item 1, Relationship with Disney. Additionally, we are in various stages of development and production on other feature films.



The term of the Co-Production Agreement continues until we deliver
Ratatouille to Disney.



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Pixar and Disney jointly finance all production costs relating to the Pictures (except for
Ratatouille) on an equal basis. Pursuant to the terms of the Co-Production Agreement the parties established a mutually acceptable funding mechanism to ensure that sums would be available in a timely manner to fund production costs. In
practice, Pixar prepares funding requests for forecasted film production costs and Disney funds its share on a monthly basis at approximately the beginning of the month. All payments to Pixar from Disney for development and production of Toy
Storyunder the Feature Film Agreement, and the Pictures (except for Ratatouille) under the Co-Production Agreement have been recorded as cost reimbursements. Accordingly, no revenue has been recognized for such reimbursements; rather, we
have netted the reimbursements against the related costs. These reimbursed costs through the end of fiscal 2005 are set forth in Note 4 of Notes to Financial Statements.



Critical Accounting Policies



Revenue Recognition



We recognize film revenue from the distribution of all our animated feature films and related products when earned and reasonably estimable in accordance
with Statement of Position 00-2  Accounting by Producers or Distributors of Films (SOP 00-2). The following are the conditions that must be met in order to recognize revenue in accordance with SOP 00-2:



| |  |  | persuasive evidence of a sale or licensing arrangement with a customer exists;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the license period of the arrangement has begun and the customer can begin its exploitation, exhibition or sale;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the arrangement fee is fixed or determinable; and
| | - |  | -------------------------------------------------



| |  |  | collection of the arrangement fee is reasonably assured.
| | - |  | --------------------------------------------------------



Under the Co-Production Agreement, we share equally with Disney in the profits of The Incredibles, Finding Nemo, Monsters, Inc., Toy Story 2and A Bugs Lifeafter Disney recovers its marketing, distribution and other predefined costs and fees. Our revenues for Toy Storyare governed by the terms of the Feature Film Agreement under which Disney fully financed the
production costs and shares a specified percentage of Toy Story profits with Pixar after certain agreed upon costs and fees are deducted. We recognize revenue from our films net of distribution fees, reserves for returns, and marketing and
distribution expenses. Disney provides us with gross receipt information, return reserve information, marketing and distribution costs and any other fees and expenses. We utilize this information to determine our portion of the revenue by applying
the contractual provisions included in our arrangements with Disney. We may also adjust certain of Disneys estimates, such as home video returns and distribution expenses, based on Pixars historical experience and other industry
information. The amount of revenue recognized in any given quarter or quarters from all of our films depends on the timing, accuracy, and sufficiency of information we receive from Disney to determine revenues and associated gross profits. Although
Disney provides us with the most current information available to enable us to recognize our share of revenue and determine our film gross profit, in the past we have made revisions, and we are likely to make revisions in the future, to that
information based on our estimates and judgments. Such information includes theatrical bad debt reserves and expenses, home video return reserves and expenses, merchandise expenses, and estimates for both revenues and related expenses resulting from
differences between Disneys fiscal reporting period and ours.



For example, in the past, our theatrical revenues have been adjusted for our estimated reserves on potential uncollectible amounts to be received from theatrical exhibitors. Estimated reserves for uncollectible amounts are established based
on a review of the industry, discussions with Disney, and our historical experience. To date we have not experienced significant losses, and therefore we have not had significant reserves for uncollectible receivables. The total allowance against
our revenue for theatrical exhibitor uncollectible amounts approximated $1.0 million and $0.1 million at January 1, 2005 and December 31, 2005, respectively.



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We have also made adjustments to our home video revenues for estimates on return reserves that may differ
from those reported by Disney. In determining our home video reserves for a particular title, we review information such as Disneys current return reserves, the historical return reserves for our previous titles, actual rates of returns,
inventory levels in the distribution channel and other business and industry trend information that is available. Disney has provided and may continue to provide us with reserve information that may differ substantially from our historical
experience with our previous titles. Unless Disney provides a sufficient rationale as to why the market and sales performance are substantially different for a particular title, we have and may continue to record reserves more consistent with our
historical experience. Our home video return reserves were in line with Disneys at December 31, 2005. The estimate for return reserves, whether based on historical information or more current information from Disney, is inherently
subjective and may differ significantly from actual results. Our original estimates on reserves may be revised in future periods as new and additional information becomes available. See Note 9 of Notes to Financial Statements for further discussion
on reserves for returns.



We have utilized margin
normalization, such as with merchandise or home video expenses, in accordance with the provisions of SOP 00-2. This may result in the utilization of budgeted or forecasted information to calculate an ultimate lifetime expense margin, rather than
actual costs incurred if it is deemed to be a more accurate reflection of our participation. Similar to return reserves, these expense estimates are reviewed and may be adjusted periodically to ensure that the most accurate depiction of our
participation is reflected.



Disney may also make subsequent
adjustments to the information that it has provided, and these adjustments could have a significant impact on our operating results in later periods. As updated information becomes available from Disney, it may result in a change of estimation for
revenue recognition.



Any revisions to our estimated reserves,
margin normalization or updated information from Disney, as noted above, as well as findings from audit rights offered in accordance with the terms of the Co-Production Agreement, could have a material effect on our financial statements in any given
quarter or quarters. See Note 8 and Note 9 of Notes to Financial Statements for additional discussion on such adjustments and revisions.



Software Revenue



Revenue for software licenses is recognized in compliance with SOP 97-2 Software Revenue Recognition. Under SOP 97-2 we recognize revenues
when all of the following conditions are met:



| |  | persuasive evidence of an agreement exists;
| | - | -------------------------------------------



| |  | delivery of the product has occurred;
| | - | -------------------------------------



| |  | the fee is fixed or determinable; and
| | - | -------------------------------------



| |  | collection of these fees is probable.
| | - | -------------------------------------



SOP 97-2 generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair
values of the elements. Revenue recognized from multiple-element arrangements is allocated to undelivered elements of the arrangement, such as support services, based on the relative fair values of the elements. Our determination of fair value of
each element in multi-element arrangements is based on vendor-specific objective evidence (VSOE). We limit our assessment of VSOE for each element to either the price charged when the same element is sold separately or the price
established by management, having the relevant authority to do so, for an element not yet sold separately.



Software maintenance is recorded as deferred revenue and is recognized ratably over the term of the agreement, which is generally twelve months.



Film Production Costs



We capitalize our share of direct film production costs in accordance with
SOP 00-2. Film production costs include costs to develop and produce computer animated motion pictures, which primarily consist of salaries,



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equipment and overhead. With regard to the Pictures (except for Ratatouille), we capitalize film production costs in excess of reimbursable amounts
from Disney. For film projects fully financed by us, such as Ratatouille, we capitalize all film production costs. Production overhead, a component of film costs, includes allocable costs of individuals or departments with exclusive or
significant responsibility for the production of our films. Capitalized production overhead does not include administrative, general and research and development expenses.



Once a film is released, capitalized film production costs will be amortized in the proportion that the revenue during the
period for each film bears to the estimated revenue to be received from all sources under the individual-film-forecast-computation method. The amount of film costs that will be amortized each quarter will depend on how much future revenue we expect
to receive from each film. With respect to the Pictures, we make certain estimates and judgments of our future gross revenues to be received for each film based on information received from Disney and on our knowledge of the industry. Estimates of
anticipated total gross revenues are reviewed periodically and may be revised if necessary. A change to the estimate of gross revenues for an individual film may 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 compared with net realizable value each reporting period on a film-by-film basis. If estimated remaining gross revenues are not sufficient to recover the unamortized film
production costs, the unamortized film production costs will be written down to fair value. In the event a film is not set for production within three years from the time of the first capitalized transaction, all such costs will be expensed.



Results of Operations



Our revenues are derived primarily from our animated feature films and
related products, and to a lesser extent, software licensing. Feature film revenue and related products represented approximately 95% of our total revenue in fiscal years 2003, 2004, and 2005. Significant film revenue streams include worldwide
theatrical, home video, television and consumer products. Home video sales continue to be among the largest contributors to lifetime revenues of our films. The television market for our feature films generally follows the theatrical and home video
release. We intend to release all of our films on television, which includes Pay-Per-View, pay television and network television.



Our results for the year ended December 31, 2005 were driven primarily by worldwide home video and consumer products revenue fromThe Incrediblesand the continued success of Finding Nemo from worldwide home video, worldwide television and consumer products licensing. Additionally, our film library contributed approximately 23% of our total film revenues underscoring the long-term
value of these highly successful franchises.



Revenue



Total revenue, which consists of film revenue and
software revenue, amounted to $262.5 million in 2003, $273.5 million in 2004 and $289.1 million in 2005.



Film revenue was $250.4 million in 2003, $260.8 million in 2004, and $274.8 million in 2005. Film revenues for 2003 consisted of $189.2 million fromFinding Nemo, primarily attributable to domestic home video revenues and worldwide theatrical revenues. Our library titles contributed $60.6 million for fiscal 2003, resulting from merchandise sales, worldwide home video sales and worldwide
television licensing. During 2003, Disney provided updated information reflecting higher home video return activity than had been originally anticipated which reduced revenues by $4.4 million. We also received a settlement onMonsters, Inc.
merchandise revenue, which resulted in an increase of $3.5 million to our revenues. Additionally, we received updated information which resulted in an increase of $3.5 million to our revenues. Additionally, we received updated information from
Disney relating to home video expenses, which decreased previously recorded home video expenses by $3.2 million for all of our film titles on a cumulative basis.



Film revenues for 2004 included $150.8 million from Finding Nemo, primarily attributable to worldwide home video
revenues and consumer products revenues. The Incredibles, which began its worldwide theatrical release in November 2004, generated revenues of $40.4 million during the year. Our library titles also generated



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revenues of $67.4 million during the year, primarily from home video sales and television licensing. Animation services revenues contributed $2.2 million to
total film revenues for the year. During 2004, revisions to reserve estimates that were established in prior years for Monsters, Inc.international home video reserves and Finding Nemodomestic home video reserves resulted in
approximately $8.1 million and $15.6 million in revenues, respectively. See Note 9 of Notes to Financial Statements for further discussion on reserves for returns. Additionally, we adjusted our estimates on expense margins for Finding NemoandMonsters, Inc. home video and merchandise, which increased our revenues by $13.8 million for the year.



Film revenue for 2005 included $151.7 million from The Incredibles, primarily attributable to worldwide home video revenues and consumer products
revenues. Finding Nemo generated revenues of $58.3 million predominantly from worldwide home video, worldwide television and consumer products licensing. Our library titles also generated revenues of $63.0 million during the year, primarily
from home video sales, television licensing and merchandising. Included in net revenues was $4.1 million relating to Toy Story, resulting from a reduction in television expenses based on updated information obtained from Disney. Also included
in these amounts were $9.8 million of additional film revenues, primarily related to a reduction of international home video and television expenses across all of our titles resulting from updated information received from Disney.



Software revenue includes software license revenue, principally from
RenderMan®, and royalty revenue from licensing
Physical Effects, Inc. (PEI) technology to a third party. Software revenue was $12.1 million in 2003, $12.6 million in 2004, and $14.4 million in 2005. PEI, a company we acquired in 1998, licensed certain of its technology to a third
party, from which we now receive associated royalty revenue on a quarterly basis. Software maintenance contracts are recorded as unearned revenue and recognized ratably over the life of the maintenance agreement, which ranges from 6 to 24 months in
duration.



For fiscal years 2003, 2004, and 2005 Disney
accounted for 94%, 90%, and 93% respectively, of our total revenue. The revenue from Disney consists primarily of film related revenues. Because of our relationship with Disney under the Co-Production Agreement, Disney is expected to represent
significantly greater than 10% of our revenues in 2006 and in the near future.



Cost of Revenue



Cost of revenue was $38.1 million in 2003, $29.9 million in 2004, and $39.4 million in 2005, and represents primarily amortization of capitalized film costs. Cost of revenue as a percentage of revenue for fiscal years 2003, 2004, and 2005
was 14%, 11%, and 14%, respectively. Our cost of revenue as a percentage of revenue may vary for any given period due to changes in the mix of film revenue as the gross profit varies by film, as well as for revisions to estimates on revenue to be
received under the individual-film-forecast-computation method. A change to an individual films estimate of revenue to be received may result in an increase or decrease to the amortization of the capitalized film costs relative to a previous
period.Toy Story revenue has no related cost, as film costs have been fully amortized. The decrease in cost of film revenue as a percentage of total film revenue for 2004 compared to 2003 can be attributable to favorable revisions on
estimates of revenue to be received, primarily for Finding Nemoand Monsters, Inc. The increase in cost of revenue as a percentage of total film revenue from 2004 to 2005 can be attributable to a higher proportion of revenues fromThe Incredibles, which had a higher amortization percentage as compared toFinding Nemo in the prior year. We expect Finding Nemo to generate higher ultimate revenues over its lifetime than The Incredibles, which contributes
to Finding Nemos lower amortization rate. The increase attributable to The Incredibleswas partially offset by lower cost amortization for Finding Nemo and our library titles due to increases in their forecasted ultimate
revenues when compared to the prior year. Due to the continued success of Finding Nemo and our library titles and the corresponding increases in their ultimate revenue, the amortization costs for our films have decreased relative to their
respective amortization percentages in previous years due to increases in their ultimate revenue.



Operating Expenses



Total operating expenses increased from $30.5 million in 2003 to $34.9 million in 2004 and decreased to $34.3 million in 2005. Under the Co-Production
Agreement, Disney reimburses us for half of certain general and administrative costs and certain research and development costs that benefit the productions of the Pictures



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(except for Ratatouille, which Pixar funds entirely). The funding received from Disney is treated as operating expense reimbursements. See Note 4 of
Notes to Financial Statements for additional discussion of Disneys operating expense reimbursements.



Since February 2003, when we approved the production of Ratatouille,we have expensed as incurred certain costs that were previously reimbursed by
Disney. Our proportion of operating expenses previously borne by Disney has and will continue to increase as we begin to fully finance our films. Additionally, we expect our operating expenses to continue to increase as a result of the growth of the
studio as we ramp up to meet the needs of multiple films in production.



During fiscal 2003, our operating expenses included approximately $3.2 million of costs related to an employee bonus in recognition of their contribution to the box office success ofFinding Nemo. Additionally,
we wrote off $1.9 million in costs previously capitalized for future film projects. In reviewing our projects in development, we determined it unlikely that these projects would be green-lit for production within the next three years; therefore,
under SOP 00-2, we expensed these amounts. During fiscal 2004, our operating expenses included approximately $2.1 million of costs related to bonuses to employees in recognition of the box office success ofThe Incredibles. During 2005, our
costs increased due to a greater proportion of expenses which were previously borne by Disney. Such increases were offset by a decrease in employee related costs as no bonus was paid in 2005 and there was a shift in certain research and development
resources to production.



To the extent that personnel,
facilities and other expenditures are neither capitalized by us nor allocated to and paid for by Disney, and precede or are not subsequently followed by an increase in revenue, our business, operating results and financial condition will be
materially adversely affected.



Research and
Development.    Research and development expenses consist primarily of salaries and support for personnel conducting research and development for the RenderMan® product, for our proprietary Marionette and Ringmaster animation and
production management software and for creative development for future films. Research and development expenses were $15.3 million in 2003, $17.4 million in 2004, and $11.1 million in 2005. The increase in research and development costs for
2004 over 2003 was primarily attributable to increased creative development and short film projects, as well as a decrease in Disneys reimbursement of allocated costs under the Co-Production Agreement. This increase was partially offset by the
write off of development projects in 2003 as described above. The decrease in research and development costs for 2005 over 2004 was primarily attributable to a decrease in employee related costs as no significant bonuses were paid in 2005 and there
was a shift in certain research and development resources to production. These decreases were partially offset by a larger share of operating expenses previously borne by Disney. We believe that research and development expenses may increase in
future periods. To date, all research and development costs not reimbursed by Disney have been expensed as incurred.



Sales and Marketing.    Sales and marketing expenses consist primarily of salaries and related overhead, as well as public
relations, advertising, technical support and trade show costs required to support our software segment. Sales and marketing expenses were $2.4 million in 2003, $2.5 million in 2004, and $5.1 million in 2005. Sales and marketing expenses remained
relatively unchanged in 2004 compared to 2003. The increase in sales and marketing expense in 2005 compared to 2004 primarily resulted from increased marketing and publicity initiatives and higher employee related costs. We believe that sales and
marketing expenses may increase in future periods, particularly in the areas of public relations, corporate marketing, and consumer products.



General and Administrative.    General and administrative expenses consist primarily of salaries of management and
administrative personnel, insurance costs and professional fees. General and administrative expenses have increased from $12.8 million in 2003 to $15.0 million in 2004 to $18.1 million in 2005. The increase in 2004 compared to 2003 was primarily due
to increased professional fees and a decrease in Disneys reimbursement of allocated costs under the Co-Production Agreement as mentioned above. The increase in 2005 compared to 2004 was primarily due to increased employee related costs,
professional services fees, and an increased proportion of operating expenses previously shared with Disney, partially offset by no significant bonuses being paid in 2005. General and administrative expenses may continue to increase in future
periods.



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Interest Income and Other



Interest income and other was $10.5 million in 2003, $12.4 million in 2004, and $26.2 million in 2005 and consists primarily
of interest income on investments. The increase in 2004 compared to 2003 was the result of higher average cash and investment balances. The increase in 2005 compared to 2004 was primarily due to higher average cash, cash equivalent, and investment
balances earning interest at higher average rates.



Income Taxes



Income tax expense of
$79.7 million, $79.4 million, and $88.7 million reflects our effective tax rates of 39.0%, 35.9%, and 36.7% for fiscal years 2003, 2004, and 2005, respectively. In 2003, our income tax rate approximated U.S. Federal and California State statutory
rates. In 2004, our effective tax rate was lower than the statutory tax rate primarily as a result of the recognition of a federal tax benefit associated with certain income earned outside the U.S. for fiscal years 2000 through 2004. We recorded the
benefit for fiscal years 2000 through 2003 in 2004 as the availability of this tax benefit in prior years was uncertain and was therefore not factored into our tax rate until 2004. In 2005, our effective tax rate was lower than the statutory tax
rate due to a number of factors, including the tax benefit associated with certain income earned outside the U.S., a tax deduction related to income attributable to domestic production activities, and certain tax-exempt investment income.



Capitalized Film Production Costs



We had $182.1 million in capitalized film production costs as of
December 31, 2005, consisting of costs relating toToy Story 2, A Bugs Life, Monsters, Inc., Finding Nemo, The Incredibles andCars, all of which are being co-financed by Disney under the Co-Production Agreement. Capitalized
film production costs also include costs related to Ratatouille,our first Pixar-only financed film and other Pixar only financed films in production and development. AllToy Story capitalized film costs were fully amortized as of
December 31, 1997.



Liquidity and
Capital Resources



|                                                     |  |                    |          |   |                |   |          |                  |  |   |          |  
|---------------------------------------------------- |  | ------------------ | -------- | - | -------------- | - | -------- | ---------------- |  | - | -------- | -
|                                                     |  | Fiscal Years Ended |         
|                                                     |  | January 3,2004     |          |   | January 1,2005 |   |          | December 31,2005 | 
|                                                     |  | (in thousands)     |         
|Net cash provided by operating activities            |  | $                  | 124,803  |   |                | $ | 271,373  |                  |  | $ | 156,353  |  
|Net cash used in investing activities                |  |                    | (186,075 | ) |                |   | (374,752 | )                |  |   | (221,144 | )
|Net cash provided by financing activities            |  |                    | 65,161   |   |                |   | 83,720   |                  |  |   | 41,497   |  
|                                                     |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net increase (decrease) in cash and cash equivalents |  | $                  | 3,889    |   |                | $ | (19,659  | )                |  | $ | (23,294  | )
|                                                     |  |                    |          |   |                |   |          |                  |  |   |          |  



We generated $124.8
million, $271.4 million and $156.4 million of cash from operating activities during fiscal years 2003, 2004, and 2005, respectively. The increase in cash generated from operating activities during 2004 compared to 2003 resulted primarily from the
differences in the timing of the collection of our receivables from Disney and an overall increase in net income. The decrease in cash generated from operating activities during fiscal year 2005 compared to fiscal 2004 resulted primarily from
increased spending on production costs and differences in the timing of the collection of our receivables from Disney, partially offset by an overall increase in net income. The fluctuation in cash used in investing activities for fiscal years 2003,
2004, and 2005 was mainly attributable to the timing of purchases and sales of investments, while cash provided by financing activities for fiscal years 2003, 2004, and 2005 was solely attributable to proceeds received from the exercise of stock
options by employees.



As of December 31, 2005, our
principal source of liquidity was approximately $1.0 billion in cash, cash equivalents and investments. Our investments have increased from $473.6 million at January 3, 2004 to $826.1 million at January 1, 2005 to $1.0 billion at December 31,
2005. Our future capital commitments primarily consist of obligations to fund production costs of films and derivative products under the Co-Production Agreement and beyond. Pursuant to the Co-Production Agreement, we will continue to co-finance
Cars and



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pursuant to the Distribution Letter Agreement, we will finance all production costs of Ratatouille.In the future, we may co-finance other
derivative works such as theatrical sequels, direct-to-home-video sequels, interactive products and television productions. Additionally, we have already approved for production future films beyond the Co-Production Agreement and the Distribution
Letter Agreement and have other projects in various stages of development, which we will finance entirely on our own.



Film Production Costs.    In fiscal year 2006, we expect to spend approximately $110 million to $115 million, net of
Disneys film cost reimbursements, on capitalized film costs to fund our ongoing film projects under the Co-Production Agreement as well as Ratatouille and future projects, which will directly impact working capital.



Facility Related Capital Expenditures.    In
fiscal year 2006, we expect to spend approximately $13 million to $15 million related to capital expenditures for our Emeryville Campus and other facility related projects.



We believe that our current available funds and forecasted cash from operations in fiscal 2006 will be sufficient to satisfy
our currently anticipated cash needs for working capital and capital expenditures. There can be no assurance that current and forecasted cash from operations will be sufficient to fund operations. To date, we have chosen to use our existing cash
resources to fund both the construction on our Emeryville campus and film production costs. We may continue to use our cash resources for such expenditures, or may choose to finance such capital expenditures through issuance of additional equity or
debt securities, by obtaining a credit facility or by some other financing mechanism.



Contractual Obligations.    At December 31, 2005, we had contractual commitments to make payments under operating leases. Payments due under these long-term obligations are as follows
(in thousands):



|                            |  |                      |       |      |   |      |  |      |     |            |   |       |  |   |     |  |   |      
|--------------------------- |  | -------------------- | ----- | ---- | - | ---- |  | ---- | --- | ---------- | - | ----- |  | - | --- |  | - | -----
|                            |  | Payments Due by Year
|                            |  | 2006                 |       | 2007 |   | 2008 |  | 2009 |     | Thereafter |   | Total
|Operating lease obligations |  | $                    | 1,127 |      | $ | 512  |  | $    | 332 |            | $ | 280   |  | $ | 262 |  | $ | 2,513
|                            |  |                      |       |      |   |      |  |      |     |            |   |       |  |   |     |  |   |      



Merger Agreement
with the Walt Disney Company.    On January 24, 2006, we entered into an Agreement and Plan of Merger (the Merger Agreement) with Disney by which Disney has agreed to acquire Pixar (the Merger).
The Merger Agreement has been approved by the Boards of Directors of both Pixar and Disney.



The Merger Agreement contains certain termination rights for both Pixar and Disney and provides that in certain specified circumstances, Pixar must pay Disney a termination fee of $210 million (generally in the
event the Board of Directors of Pixar changes its recommendation that its shareholders approve the principal terms of the Merger Agreement and the Merger, or elects to pursue a superior acquisition proposal from a third party).



Off-Balance Sheet Arrangements.



As of December 31, 2005, we did not have any off-balance sheet
arrangements.



Recent Accounting Pronouncements



On December 16, 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123  Revised 2004 (SFAS 123R),Share-Based Payment. The statement replaces SFAS 123, supersedes APB 25, and amends SFAS No. 95,Statement of Cash
Flows. The accounting provisions of SFAS 123R are effective for annual reporting periods beginning after June 15, 2005. We intend to adopt SFAS 123R for our fiscal year beginning January 1, 2006. SFAS 123R requires the
measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our statements of income. SFAS 123R eliminates the ability to account for
share-based compensation transactions using APB 25, and generally would require instead that such transactions be accounted for using a fair-value based method. Companies are required to recognize an expense for compensation cost related to
share-based payment arrangements including stock options and employee stock



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purchase plans. While the fair value method under SFAS 123R is very similar to the fair value method under SFAS 123 with regards to measurement and
recognition of stock-based compensation, management is currently evaluating the impact of several of the key differences between the two standards on our financial statements. For example, SFAS 123 permits us to recognize forfeitures as they occur
while SFAS 123R will require us to estimate future forfeitures and adjust our estimate on a quarterly basis. SFAS 123R will also require a classification change in the statement of cash flows; whereby, a portion of the tax benefit from stock options
will move from operating cash flows to financing cash flows (total cash flows will remain unchanged). The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. Although the
adoption of SFAS 123R is expected to have a material effect on our results of operations, future changes to various assumptions used to determine the fair-value of awards issued or the amount and type of equity awards granted create uncertainty as
to whether future stock-based compensation expense will be similar to the historical SFAS 123 pro forma expense. The cumulative effect of adoption, if any, applied on a modified prospective basis, would be measured and recognized on January 1,
2006.



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 and FAS 124-1, 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.



On December 16, 2004, the FASB issued Statement No. 153 (SFAS 153), Exchanges of Nonmonetary Assets (an amendment of APB
Opinion No. 29). SFAS 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. SFAS 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We believe that the adoption of SFAS 153 will not have a material effect on our results of operations, financial position or cash flows.



In May 2005, the FASB issued Statement No. 154 (SFAS 154),
Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3). SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections.
It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for
reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by SFAS 154. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We will adopt this pronouncement beginning in fiscal year 2006 and believe that the adoption of SFAS 154 will not have a material effect on our results of operations,
financial position or cash flows.



Item 7A.Quantitative and Qualitative Disclosures About Market Risk



Investment Portfolio.    We invest in a variety of investment grade, interest-bearing, fixed income securities, including
obligations of corporations, states and municipalities, and national governmental entities and their agencies. This diversification of risk is consistent with our policy to ensure safety of our principal and maintain liquidity. We only invest in
securities with an effective maturity of 24 months or less. Our investments are primarily fixed rate obligations and carry a certain degree of interest rate risk. A rise in interest rates could adversely impact the fair market value of these
securities.



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All of our financial instruments are accounted for under Statement of Financial Accounting Standards
(SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities, and are classified as available for sale. The table below provides information regarding our investment portfolio at
December 31, 2005. The table presents principal cash flows and related weighted-average fixed interest rates presented by expected maturity date (dollars in thousands):



|                               |  |                 |         |   |            |   |         |       |  |   |           |  
|------------------------------ |  | --------------- | ------- | - | ---------- | - | ------- | ----- |  | - | --------- | -
|                               |  | Less than1 Year |         |   | Over1 Year |   |         | Total | 
|Available-for-sale securities  |  | $               | 660,349 |   |            | $ | 374,828 |       |  | $ | 1,035,177 |  
|Weighted-average interest rate |  |                 | 3.31    | % |            |   | 4.24    | %     |  |   | 3.65      | %



Impact of Foreign
Currency Rate Changes.    Disney and its affiliates distribute our products in foreign markets; therefore, we are not directly exposed to foreign currency rate fluctuations. We recognize revenues from foreign territories
based on an average foreign currency exchange rate used by Disney for revenue reporting. This rate may differ from the actual exchange rate at the time cash is remitted to Disney and subsequently to us. Therefore, there may be some indirect foreign
currency exchange rate exposure as managed by Disney.



Item 8.Financial Statements and Supplementary Data



The financial statements required pursuant to this item are included in Part IV, Item 15 of this Form 10-K and are presented beginning on page 56.
The supplementary financial information required by this item is included in the notes to the financial statements under the subsection entitled Quarterly Financial Information (Unaudited), on page 85.



Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



Not applicable.



Item 9A.Controls and Procedures



Evaluation of disclosure controls and procedures.    Our management evaluated, with the participation of our Chief Executive
Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Managements annual report on internal control over financial reporting; audit report of the independent registered public accounting
firm.    The information required to be furnished pursuant to these items is set forth under the captions Managements Report on Internal Control Over Financial Reporting and Report of Independent
Registered Public Accounting Firm on pages 57 and 58, respectively, which are incorporated herein by reference.



Changes in internal control over financial reporting.    There was no change in our internal control over financial reporting
that occurred during the quarter ended December 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B.Other Information



None.



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##### Table of Contents

PART III



Item 10.Directors and Executive Officers of the Company



Directors



The members of our Board of Directors as of February 15, 2006 are as follows:



|                   |  |     |  |                                     
|------------------ |  | --- |  | ------------------------------------
|Name               |  | Age |  | Position with Pixar                 
|Steve Jobs         |  | 50  |  | Chairman and Chief Executive Officer
|Edwin E. Catmull   |  | 60  |  | President and Director              
|Skip M. Brittenham |  | 63  |  | Director                            
|Susan L. Decker    |  | 42  |  | Director                            
|Joseph A. Graziano |  | 61  |  | Director                            
|Lawrence B. Levy   |  | 46  |  | Director                            
|Joe Roth           |  | 56  |  | Director                            
|Larry W. Sonsini   |  | 65  |  | Director                            



Mr. Jobsis a co-founder of Pixar and has served as Chairman since March 1991 and as Chief Executive Officer since February 1986. He has been a director of Pixar since February 1986. In addition, Mr. Jobs is currently Chief Executive Officer and a
member of the Board of Directors of Apple Computer, Inc.



Dr. Catmull is a co-founder of Pixar and has served as President since January 2001. Dr. Catmull also served as Chief Technical Officer from the Companys inception until January 2001. Previously he was Vice President
of the Computer Division of Lucasfilm, Ltd., where he managed four development efforts in the areas of computer graphics, video editing, video games and digital audio. Dr. Catmull has been honored with four Scientific and Technical Engineering
Awards from The Academy of Motion Picture Arts and Sciences for his work, including an Oscar®. He also won the Coons Award, which is the highest achievement in the computer graphics field, for his lifetime contributions and was awarded the animation industrys Ub Iwerks Award. Dr. Catmull is a member of the Academy
of Motion Picture Arts and Sciences and the National Academy of Engineering. Dr. Catmull earned his B.S. degrees in computer science and physics and his Ph.D. in computer science from the University of Utah.



Mr. Brittenham has served as a director of Pixar since August
1995. He is a senior partner with the entertainment law firm of Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman & Cook LLP, which was founded in 1978. Mr. Brittenham currently serves on the board of, or is a trustee of
numerous charitable organizations, including Conservation International, KCET, the Environmental Media Association and the Alternative Medical AIDS Foundation. Mr. Brittenham received a B.S. from the United States Air Force Academy and a J.D.
from the University of California, Los Angeles.



Ms. Decker has served as a director of Pixar since June 2004. She has served as Yahoo!s Chief Financial Officer since June 2000 and as Executive Vice President, Finance and Administration since January 2002. Prior to that,
Ms. Decker also served as Yahoo!s Senior Vice President, Finance and Administration from June 2000 to January 2002. From August 1986 to May 2000, Ms. Decker held several positions for Donaldson, Lufkin & Jenrette, including
Director of Global Research from 1998 to 2000. Prior to 1998, she was a Publishing & Advertising Equity Securities Analyst for 12 years. Ms. Decker also serves as a director on the boards of Costco Wholesale and the Stanford Institute
of Economic and Policy Research. Ms. Decker holds a B.S. degree from Tufts University with double majors in computer science and economics and a M.B.A. from Harvard Business School.



Mr. Graziano has served as a director of Pixar since August 1995. From June 1989 to December 1995, he was the
Executive Vice President and Chief Financial Officer and a member of the Board of Directors of Apple Computer, Inc. from June 1993 until October 1995. From May 1987 to June 1989, Mr. Graziano served as Chief Financial Officer of Sun
Microsystems, Inc. and from October 1981 to May 1985 as Chief Financial Officer of Apple. Mr. Graziano also serves as a director of Packeteer, Inc. Mr. Graziano received a B.S. in accounting from Merrimack College and is a certified public
accountant.



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Mr. Levy has served as a director of Pixar since April 1999. Mr. Levy served as
Executive Vice President and Chief Financial Officer of Pixar from February 1995 to March 1999. Mr. Levy served as Secretary of Pixar from October 1995 to March 1999. From June 2000 to December 2000, Mr. Levy was President and Chief
Executive Officer and a director of Shockwave.com. Prior to joining Pixar, he was Vice Chairman and Chief Financial Officer of Electronics for Imaging, Inc. (EFI), a provider of hardware products for the digital color imaging market.
Prior to his tenure at EFI, he was a partner at the law firm of Wilson Sonsini Goodrich & Rosati specializing in intellectual property protection and licensing. Mr. Levy received a B.S. in business and accounting from Indiana
University and a J.D. from Harvard Law School.



Mr. Roth, founder of Revolution Studios, has served as a director of Pixar since October 2000. Mr. Roth formed Revolution Studios in May 2000 to independently produce and finance films in partnership with Sony Pictures
Entertainment, Starz!/Encore Group and Fox Entertainment Group. Mr. Roth recently directed the family comedy Christmas with the Kranks, starring Tim Allen and Jamie Lee Curtis which is based on John Grishams best selling novel
Skipping Christmas, and is currently directing a film based on Richard Prices acclaimed novel Freedomland. In 2004, Mr. Roth produced the 76th Annual Academy Awards®telecast. Prior to founding Revolution Studios, Mr. Roth served as Chairman of the Walt Disney Studios from April 1996 to
January 2000, Chairman of the Walt Disney Motion Picture Group from August 1994 to April 1996, and Chairman of Twentieth Century Fox from July 1989 to November 1992. In addition, Mr. Roth ran Caravan Pictures from 1992 to 1994. Prior to his
time at Twentieth Century Fox, Mr. Roth was a producer/director and co-founded Morgan Creek Pictures. Mr. Roth is a graduate of Boston University.



Mr. Sonsinihas served as a director of Pixar since April 1995 and served as Secretary from April 1995 to October 1995. He has been an
attorney with the law firm of Wilson Sonsini Goodrich & Rosati since 1966 and currently serves as Chairman. Mr. Sonsini also serves as a director for Echelon Corporation and Silicon Valley Bancshares. Mr. Sonsini received A.B. and
L.L.B. degrees from the University of California, Berkeley.



Executive
Officers



The information required by this item concerning
our executive officers is incorporated by reference to the information set forth in the section entitled Executive Officers of the Company at the end of Part I of this Form 10-K.



Audit Committee and Audit Committee Financial Expert



Pixar has a separately designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Audit Committee currently consists of Messrs. Graziano and Levy and Ms. Decker. The Board of Directors has
determined that each of Messrs. Graziano and Levy and Ms. Decker is (1) an audit committee financial expert, as that term is defined in Item 401(h) of Regulation S-K of the Exchange Act, and (2) independent as defined
by the listing standards of the NASDAQ National Market and Section 10A(m)(3) of the Exchange Act.



Code of Ethics



We have
adopted a Code of Business Conduct that applies to all our directors, officers (including our principal executive officer, principal financial officer and controller) and employees. The Code of Business Conduct can be found on our website at
http://corporate.pixar.com/ in the Corporate Governance portion of our Investor Relations section. We will also post on this section of our website any amendment to the Code of Business Conduct, as well as any waivers that are required to be
disclosed pursuant to the rules of the SEC or the NASDAQ National Market.



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Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act (Section 16(a)) requires
our executive officers, directors and persons who own more than ten percent of our Common Stock, to file initial reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC and the National Association of Securities
Dealers, Inc. Such executive officers, directors and ten-percent shareholders are also required by SEC rules to furnish Pixar with copies of all such forms that they file.



Based solely on our review of the copies of such forms received by us and written representations from certain reporting
persons that no Forms 5 were required for such persons, we believe that during fiscal 2005 all Section 16(a) filing requirements applicable to our executive officers, directors and 10% shareholders were complied with.



Item 11.Executive Compensation



Summary Compensation Table



The following table shows, as to our Chief Executive Officer and each of the four most highly compensated executive officers whose salary plus bonus exceeded $100,000 during the last fiscal year (the Named Officers), information
concerning compensation paid for services to us in all capacities during the last three fiscal years.



|                                                               |  |              |  |                     |                             |       |   |                |                                                             |  |                           |  |   |                
|-------------------------------------------------------------- |  | ------------ |  | ------------------- | --------------------------- | ----- | - | -------------- | ----------------------------------------------------------- |  | ------------------------- |  | - | ---------------
|                                                               |  |              |  |                     |                             |       |   |                | Long TermCompensationAwardsSecurities Underlying Options(#) |  | All Other Compensation(2)
|                                                               |  |              |  | Annual Compensation |                             |       |  
|Name and Principal Position                                    |  | Year         |  | Salary(1)           |                             | Bonus |   |                |                                                            
|Steve Jobs Chairman, Chief Executive Officer                   |  | 200520042003 |  | $                   | 525253                      |       | $ |             |                                                             |  |                        |  | $ |             
|                                                               |  |              |  |                     |                            
|Edwin E. Catmull President                                     |  | 200520042003 |  |                     | 567,882545,019530,012       |       |   | 84,003120,003 |                                                             |  | 200,000                 |  |   | 2,0001,8502,150
|                                                               |  |              |  |                     |                            
|Simon Bax(3) Executive Vice President, Chief Financial Officer |  | 200520042003 |  |                     | 494,000310,583             |       |   | 22,218200,000 | (4)                                                         |  | 800,000                 |  |   | 2,0002,000    
|                                                               |  |              |  |                     |                            
|John Lasseter Executive Vice President, Creative               |  | 200520042003 |  |                     | 3,008,2232,862,3072,776,988 |       |   |             |                                                             |  |                        |  |   | 2,0006753,325  
|                                                               |  |              |  |                     |                            
|Lois Scali(5) Executive Vice President, General Counsel        |  | 200520042003 |  |                     | 477,048458,246347,131       |       |   | 70,566207,217 | (4)                                                         |  | 600,000                 |  |   | 2,0001,7902,210

---

|(1) | For fiscal years 2005 and 2004, amounts shown represent 52 weeks of salary. For fiscal 2003, amounts shown represent 53 weeks of salary. See Note 1 of Notes to Financial Statements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | This amount consists of employer-matching contributions under the Companys 401(k) Plan. Fiscal years 2005 and 2004 were 52-week years, while fiscal 2003 was a 53-week year.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Mr. Bax joined Pixar in May 2004.
|--- | ---------------------------------



|(4) | Includes a signing bonus of $200,000.
|--- | -------------------------------------



|(5) | Ms. Scali joined Pixar in March 2003.
|--- | -------------------------------------



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##### Table of Contents

Option Grants in Last Fiscal Year



The following table sets forth, for each of the Named Officers included in the Summary Compensation Table, the stock options
granted under Pixars stock option plans during fiscal 2005.



|                 |  |                                              |     |  |                                                        |    |  |                      |       |                    |          |                                                                                                |   |           |  |   |           
|---------------- |  | -------------------------------------------- | --- |  | ------------------------------------------------------ | -- |  | -------------------- | ----- | ------------------ | -------- | ---------------------------------------------------------------------------------------------- | - | --------- |  | - | ----------
|                 |  | Number ofSecuritiesUnderlyingOptions Granted |     |  | % of TotalOptionsGranted toEmployees in Fiscal Year(1) |    |  | ExercisePrice ($/SH) |       | Expiration Date(2) |          | Potential Realizable Value atAssumed Annual Rates ofStock Price Appreciation forOption Term(3)
|Name             |  |                                              |     |  |                                                        | 5% |  | 10%                 
|Steve Jobs       |  |                                             |     |  |                                                       |    |  | $                    |      |                    |         |                                                                                                | $ |          |  | $ |          
|Edwin E. Catmull |  | 200,000                                      | (4) |  | 6.67                                                   | %  |  |                      | 44.47 |                    | 08/15/15 |                                                                                                |   | 5,593,389 |  |   | 14,174,745
|Simon Bax        |  |                                             |     |  |                                                       |    |  |                      |      |                    |         |                                                                                                |   |          |  |   |          
|John Lasseter    |  |                                             |     |  |                                                       |    |  |                      |      |                    |         |                                                                                                |   |          |  |   |          
|Lois Scali       |  |                                             |     |  |                                                       |    |  |                      |      |                    |         |                                                                                                |   |          |  |   |          

---

|(1) | We granted options to purchase 2,998,850 shares of Common Stock to employees in fiscal 2005.
|--- | --------------------------------------------------------------------------------------------



|(2) | Options may terminate before their expiration upon the termination of optionees status as an employee or consultant, the optionees death or an acquisition of Pixar.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The 5% and 10% assumed rates of appreciation are provided in accordance with rules of the SEC and do not represent our estimates or projections of future Common Stock price growth.
This table does not take into account any appreciation in the price of the Common Stock from the date of grant to date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | This option is a non-statutory stock option granted under the 2004 Equity Incentive Plan. It has an exercise price equal to the fair market value on the date of grant and vests over
a four-year period at the rate of one-fourth at the end of each year from the vesting start date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option Exercises and Holdings



The following table sets forth, for each of the Named Officers, certain information concerning stock options exercised during fiscal 2005, and the number
of shares subject to both exercisable and unexercisable stock options as of December 31, 2005. Also reported are values for in-the-money options that represent the positive spread between the respective exercise prices of
outstanding stock options and the fair market value of our Common Stock as of December 31, 2005.



|                 |  |                                         |  |                |           |                                                                          |         |                                                                |         |               |   |            |  |   |           
|---------------- |  | --------------------------------------- |  | -------------- | --------- | ------------------------------------------------------------------------ | ------- | -------------------------------------------------------------- | ------- | ------------- | - | ---------- |  | - | ----------
|                 |  | Number ofSharesAcquired on Exercise (#) |  | Value Realized |           | Number of SecuritiesUnderlying UnexercisedOptions at Fiscal Year End (#) |         | Value of UnexercisedIn-the-money Options at Fiscal Year End(1)
|Name             |  |                                         |  | Exercisable    |           | Unexercisable                                                            |         | Exercisable                                                    |         | Unexercisable
|Steve Jobs       |  |                                        |  | $              |          |                                                                          |        |                                                                |        |               | $ |           |  | $ |          
|Edwin E. Catmull |  | 150,000                                 |  |                | 5,055,943 |                                                                          | 390,000 |                                                                | 200,000 |               |   | 15,393,300 |  |   | 1,650,000 
|Simon Bax        |  | 30,000                                  |  |                | 430,220   |                                                                          | 170,000 |                                                                | 600,000 |               |   | 3,159,450  |  |   | 11,151,000
|John Lasseter    |  | 210,000                                 |  |                | 6,782,025 |                                                                          | 120,034 |                                                                | 999,966 |               |   | 4,737,742  |  |   | 39,468,658
|Lois Scali       |  | 60,000                                  |  |                | 1,306,548 |                                                                          | 190,000 |                                                                | 300,000 |               |   | 5,248,750  |  |   | 8,287,500 

---

|(1) | Market value of underlying securities based on the closing price of Pixars Common Stock on December 30, 2005 (the last trading day of fiscal 2005) on the NASDAQ National
Market of $52.72 minus the exercise price.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Employment
Agreements



In March 2001, we entered into an employment
agreement with John Lasseter (the Employment Agreement), which has a term of 10 years. The Employment Agreement supersedes our prior employment agreement with Mr. Lasseter, which was entered into in February 1997. Pursuant to the
Employment Agreement, Mr. Lasseter received a signing bonus of $5,000,000, of which $60,000 was paid to a third party. The Employment Agreement provided for an initial annual salary of $2,500,000 with 5% annual increases. In



51



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connection with the Employment Agreement, Mr. Lasseter was granted an option to purchase 2,000,000 shares (split adjusted) of our Common Stock at the
fair market value on the date of such grant. The option vests on an equal monthly basis over the ten-year term of the agreement, except for options that vest on the last month will vest on the penultimate month of this ten-year period. Under the
Employment Agreement, Mr. Lasseter will direct three Feature Films (a Feature Film is defined as a feature-length animated motion picture) and he has the option to direct certain sequels to Feature Films he has directed if we elect to produce
such sequels within 12 years of the initial release of the applicable Feature Film. In addition, at our request, Mr. Lasseter will provide writing services and supervisory services to create stories, treatments and screenplays for Feature
Films, and Mr. Lasseter will also provide executive producing services on Feature Films, made-for-home videos and short-subject motion pictures that Mr. Lasseter does not direct. During the term of the Employment Agreement,
Mr. Lasseter is prohibited from accepting other employment and from becoming financially interested or associated with any entity engaged in a related or competitive business. We can terminate the Employment Agreement at any time for any
reason. If we terminate Mr. Lasseters employment without cause, we must (1) pay an amount equal to 75% of the balance of the salary Mr. Lasseter would have earned through the remainder of the term of the Employment Agreement and
(2) accelerate the unvested portion of Mr. Lasseters option so that the option would be exercisable in full. In addition, Mr. Lasseter would be able to accept employment with any third party. In the event of a change of
control, as defined in the Employment Agreement, we must accelerate the unvested portion of Mr. Lasseters option so that the option would be exercisable in full, and we may be required to pay Mr. Lasseter certain payments
described in the Employment Agreement.



Director Compensation



Directors who are not employees of Pixar receive a fee of
$1,000 for each meeting attended of the Board of Directors and a fee of $1,000 for each meeting attended of a committee of the Board of Directors if such committee meeting is not held in conjunction with a meeting of the Board of Directors. All
directors are reimbursed for expenses incurred in attending such meetings. In lieu of compensation for attending each meeting, Mr. Levy receives health insurance coverage for himself and his dependents. In fiscal 2005, the value of
Mr. Levys benefits approximated $18,000.



Non-employee directors are eligible to receive option grants pursuant to our 2004 Equity Incentive Plan (Equity Plan) which was approved by the shareholders and took effect in August 2004. The Equity Plan provides for an
automatic grant of an option to purchase 60,000 shares of Common Stock (the First Option) to each non-employee director who first becomes a non-employee director (other than an employee director who ceases to be an employee but remains a
director) after the effective date of the Equity Plan on the date on which such person first becomes a non-employee director. Beginning on the third anniversary of the date he or she became a non-employee director, each non-employee director will
automatically be granted an option to purchase 20,000 shares of Common Stock (a Subsequent Option) each year on the date of such anniversary, provided he or she is then a non-employee director. Each non-employee director will be eligible
to receive a Subsequent Option, regardless of whether such non-employee director was eligible to receive a First Option. First Options and each Subsequent Option will have a term of ten years. One-third of the shares subject to a First Option will
vest one year after its date of grant and an additional one-third will vest at the end of each year thereafter, provided that the optionee continues to serve as a director on such dates. All of the shares subject to a Subsequent Option will vest one
year after the date of the option grant, provided that the optionee continues to serve as a director on such date. The exercise prices of the First Option and each Subsequent Option will be 100% of the fair market value per share of Pixars
Common Stock on the date of the grant of the option. Prior to the August 2004 adoption of the Equity Plan, our non-employee directors received option grants pursuant to our 1995 Director Option Plan (the Director Plan), which was
replaced by the Equity Plan. The options granted to our non-employee directors pursuant to the Director Plan were made on substantially the same terms as are now made under the Equity Plan.



52



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The table below sets forth the options granted to Pixars non-employee directors in fiscal 2005:



|                   |  |                   |  |                             |  |                     |       |               |             
|------------------ |  | ----------------- |  | --------------------------- |  | ------------------- | ----- | ------------- | ------------
|Name               |  | Grant Type        |  | Number ofOptionsGranted (#) |  | ExercisePrice($/SH) |       | Date of Grant
|Skip M. Brittenham |  | Subsequent Option |  | 20,000                      |  | $                   | 43.90 |               | August 2005 
|Joseph A. Graziano |  | Subsequent Option |  | 20,000                      |  |                     | 43.90 |               | August 2005 
|Lawrence B. Levy   |  | Subsequent Option |  | 20,000                      |  |                     | 48.21 |               | May 2005    
|Joe Roth           |  | Subsequent Option |  | 20,000                      |  |                     | 49.91 |               | October 2005
|Larry W. Sonsini   |  | Subsequent Option |  | 20,000                      |  |                     | 45.59 |               | April 2005  



Messrs. Brittenham,
Graziano, Levy, Roth and Sonsini, are eligible for Subsequent Options each year on the anniversary of the dates they became directors. Ms. Decker will be eligible for a Subsequent Option in fiscal 2007.



Compensation Committee Interlocks and Insider Participation



Pixars Compensation Committee was formed in 1995 and is currently
composed of Ms. Decker and Mr. Graziano. No interlocking relationships exist between any member of Pixars Board of Directors or Compensation Committee and any member of the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past. No member of the Compensation Committee is or was formerly an officer or an employee of Pixar.



Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The following table sets forth the beneficial ownership of Common Stock of Pixar as of February 15, 2006 for the
following: (i) each person who is known by Pixar to own beneficially more than 5% of the outstanding shares of Pixars Common Stock; (ii) each of Pixars directors; (iii) each of the Named Officers; and (iv) all
directors and executive officers of Pixar as a group.



|                                                                 |  |                    |  |                    |  
|---------------------------------------------------------------- |  | ------------------ |  | ------------------ | -
|Name of Beneficial Owner                                         |  | Number ofShares(1) |  | Percent ofTotal(1) |  
|Steve Jobs                                                       |  | 60,000,002         |  | 49.82              | %
|c/o Pixar 1200 Park Avenue, Emeryville, CA 94608                 |  |                    |  |                    |  
|The TCW Group, Inc.(2)                                           |  | 17,626,757         |  | 14.64              | %
|865 South Figueroa St., Los Angeles, CA 90017                    |  |                    |  |                    |  
|Simon T. Bax(3)                                                  |  | 170,000            |  | *                  |  
|Edwin E. Catmull(4)                                              |  | 887,600            |  | *                  |  
|John Lasseter(5)                                                 |  | 579,685            |  | *                  |  
|Lois Scali(6)                                                    |  | 340,000            |  | *                  |  
|Skip M. Brittenham(7)                                            |  | 140,000            |  | *                  |  
|Susan L. Decker(8)                                               |  | 30,000             |  | *                  |  
|Joseph A. Graziano(9)                                            |  | 60,000             |  | *                  |  
|Lawrence B. Levy(10)                                             |  | 110,020            |  | *                  |  
|Joe Roth(11)                                                     |  | 100,000            |  | *                  |  
|Larry W. Sonsini(12)                                             |  | 62,730             |  | *                  |  
|All directors and executive officers as a group (11 persons)(13) |  | 62,480,037         |  | 51.23              | %

---

|* | Represents less than 1% of the total.
|- | -------------------------------------



|(1) | Based on 120,429,073 shares outstanding on February 15, 2006. The number and percentage of shares beneficially owned is determined under rules of the
Securities and Exchange Commission (SEC), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares that the individual has the right to acquire within sixty days of February 15, 2006 through the exercise of any stock option or other right. Unless otherwise indicated in the
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | footnotes, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially
owned.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | As indicated in the Schedule 13G/A filed by The TCW Group, Inc. pursuant to the Exchange Act on February 13, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------



|(3) | All 170,000 shares are subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ---------------------------------------------------------------------------------------------------



|(4) | Includes 390,000 shares subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ----------------------------------------------------------------------------------------------------



|(5) | Includes 186,703 shares subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ----------------------------------------------------------------------------------------------------



|(6) | All 340,000 shares are subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ---------------------------------------------------------------------------------------------------



|(7) | All 140,000 shares are subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ---------------------------------------------------------------------------------------------------



|(8) | Includes 20,000 shares subject to options that are exercisable within 60 days of February 15, 2006.
|--- | ---------------------------------------------------------------------------------------------------



|(9) | All 60,000 shares are subject to options that are exercisable within 60 days of February 15, 2006.
|--- | --------------------------------------------------------------------------------------------------



|(10) | Includes 60,000 shares subject to options that are exercisable within 60 days of February 15, 2006.
|---- | ---------------------------------------------------------------------------------------------------



|(11) | All 100,000 shares are subject to options that are exercisable within 60 days of February 15, 2006.
|---- | ---------------------------------------------------------------------------------------------------



|(12) | Includes 53,674 shares subject to options that are exercisable within 60 days of February 15, 2006.
|---- | ---------------------------------------------------------------------------------------------------



|(13) | Includes 1,520,377 shares subject to options that are exercisable within 60 days of February 15, 2006.
|---- | ------------------------------------------------------------------------------------------------------



Equity Compensation Plan Information



The following table summarizes the number of outstanding options granted to
employees and directors, as well as the number of securities remaining available for future issuance, under Pixars compensation plans as of December 31, 2005.



|                                                           |  |                                                                                        |  |                                                                          |       |                                                                                                                                            |           |    
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ----- | ------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ---
|Plan Category                                              |  | Number of Securitiesto be Issued UponExercise ofOutstandingOptions, Warrantsand Rights |  | Weighted-AverageExercise Price ofOutstanding Options,Warrants and Rights |       | Number of SecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans(Excluding SecuritiesReflected in
theFirst Column) |          
|Equity compensation plans approved by security holders     |  | 16,709,252                                                                             |  | $                                                                        | 25.58 |                                                                                                                                            | 3,108,782 | (1)
|Equity compensation plans not approved by security holders |  |                                                                                       |  |                                                                          |      |                                                                                                                                            |          |    
|                                                           |  |                                                                                        |  |                                                                          |       |                                                                                                                                            |           |    
|Total                                                      |  | 16,709,252                                                                             |  | $                                                                        | 25.58 |                                                                                                                                            | 3,108,782 |    
|                                                           |  |                                                                                        |  |                                                                          |       |                                                                                                                                            |           |    

---

|(1) | Pixars 2004 Equity Incentive Plan incorporates an evergreen formula pursuant to which on January 1 of each year (beginning January 1, 2005 and ending January 1,
2014) the aggregate number of shares reserved for issuance under the 2004 Equity Incentive Plan will increase by a number of shares equal to the lesser of (i) 3% of the outstanding shares on the immediately preceding date or (ii) an amount
determined by the Board. Pursuant to the evergreen formula, 3,578,924 shares not reflected above were added to the shares reserved for issuance on January 1, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 13.Certain Relationships and Related Transactions



We have engaged the law firm of Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie, Stiffelman, & Cook LLP (Ziffren) to handle
certain legal matters. Skip M. Brittenham, a director of Pixar, is a senior partner of the firm. We have also engaged the law firm of Wilson Sonsini Goodrich & Rosati (WSGR) to handle certain legal matters. Larry W. Sonsini, a
director of Pixar, is Chairman of WSGR. We also have obligations to pay portions



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of any revenue derived from each feature film produced under the Co-Production Agreement to Ziffren in consideration for services rendered. Payments by us to
each of Ziffren and WSGR did not exceed five percent of either law firms respective gross revenues in the last fiscal year of either such firm.



In June 2003, we entered into a Reimbursement Agreement with our Chief Executive Officer, Steve Jobs, for the reimbursement of expenses incurred by
Mr. Jobs in the operation of his private plane when used for Pixar business. Such expenses incurred for Pixar business approximated $91,000, $0, and $26,000 during 2003, 2004, and 2005, respectively.



We believe that all of the transactions set forth above were made on terms
no less favorable to us than could have been obtained from unaffiliated third parties.



Item 14.Principal Accounting Fees and Services



Accounting Fees



The following table sets forth the fees incurred by Pixar for services provided by KPMG LLP (KPMG), the Companys independent registered
public accounting firm for each of our last two fiscal years:



|                   |  |              |         |      |   |        
|------------------ |  | ------------ | ------- | ---- | - | -------
|                   |  | Fiscal Years
|                   |  | 2004         |         | 2005
|Audit Fees(1)      |  | $            | 673,000 |      | $ | 745,738
|Audit-Related Fees |  |              |        |      |   |       
|Tax Fees(2)        |  |              | 45,009  |      |   |       
|All Other Fees(3)  |  |              | 1,350   |      |   |       
|                   |  |              |         |      |   |        
|Total              |  | $            | 719,359 |      | $ | 745,738
|                   |  |              |         |      |   |        

---

|(1) | These are fees for professional services performed by KPMG for the audits of Pixars annual financial statements and managements assessment over the effectiveness of
internal control over financial reporting and the effectiveness of internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, included in Pixars annual report on Form 10-K, review of
financial statements included in Pixars quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Consists of professional services performed by KPMG with respect to tax compliance.
|--- | -----------------------------------------------------------------------------------



|(3) | During fiscal 2004, these fees were paid for an annual subscription to KPMGs online accounting research tool.
|--- | --------------------------------------------------------------------------------------------------------------



Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm



The Audit
Committees policy is to pre-approve all audit and permissible non-audit services provided by the Companys independent registered public accounting firm. These services may include audit services, audit-related services, tax services and
other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the Audit
Committee the authority to approve audit and permissible non-audit services in amounts up to $50,000. Since the May 6, 2003 effective date of the SEC rules stating that an auditor is not independent of an audit client if the services it
provides to the client are not appropriately approved, each new engagement of KPMG was approved in advance by the Audit Committee, and none of those engagements made use of thede minimus exception to pre-approval contained in the SECs
rules.



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PART IV



Item 15.Exhibits and Financial Statement Schedules



(a)  We have filed the following documents as part of this Form 10-K:



1.    Financial Statements.



|                                                                                                                          |  |   
|------------------------------------------------------------------------------------------------------------------------- |  | --
|Managements Report on Internal Control Over Financial Reporting                                                          |  | 57
|Reports of Independent Registered Public Accounting Firm                                                                  |  | 58
|Balance Sheets as of January 1, 2005 and December 31, 2005                                                                |  | 60
|Statements of Income for the fiscal years ended January 3, 2004, January 1, 2005, and December 31, 2005                   |  | 61
|Statements of Shareholders Equity and Comprehensive Income as of January 3, 2004, January 1, 2005, and December 31, 2005 |  | 62
|Statements of Cash Flows for the fiscal years ended January 3, 2004, January 1, 2005, and December 31, 2005               |  | 63
|Notes to Financial Statements                                                                                             |  | 64



2.Financial Statement Schedules.    Schedules have been omitted as the required information is either not required, not applicable, or otherwise included in the Financial Statements and
notes thereto on pages 60-85.



3.Exhibits.    See Item 15(b) below.



(b)Exhibits.    We have filed, or incorporated into the Form 10-K by reference, the exhibits listed on
the accompanying Index to Exhibits immediately following the signature page of this Form 10-K.



(c)Financial Statement Schedule.    See Item 15(a) above.



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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Pixars management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934. Pixars internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:



| |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.



Management assessed the effectiveness of Pixars internal control over financial reporting as of December 31, 2005. In making this assessment,
management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



Based on its assessment and those criteria, management believes that Pixar maintained effective internal control over
financial reporting as of December 31, 2005.



Pixars independent registered public accounting firm, KPMG LLP, has issued an audit report on our assessment of Pixars internal control over financial reporting. This report appears on page 58 of this Annual Report on Form 10-K.











|                                                |  |                                                                  
|----------------------------------------------- |  | -----------------------------------------------------------------
|/s/    STEVE JOBS                               |  | /s/    SIMON T. BAX                                              
|STEVE JOBS Chairman and Chief Executive Officer |  | SIMON T. BAX Executive Vice President and Chief Financial Officer



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

Pixar:



We have audited
managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting appearing on page 50 of this Annual Report on Form 10-K, that Pixar maintained effective internal control over
financial reporting as of December 31, 2005, based on the criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Pixars management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness of Pixars internal control over financial reporting based on our audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.



A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, managements assessment that Pixar maintained effective
internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control  Integrated Framework issued by COSO. Also, in our opinion,
Pixar maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the criteria established in Internal Control  Integrated Framework issued by COSO.



We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the balance sheets of Pixar as of January 1, 2005 and December 31, 2005, and the related statements of income, shareholders equity and comprehensive income, and cash flows
for each of the years in the three-year period ended December 31, 2005, and our report dated March 7, 2006, expressed an unqualified opinion on those financial statements.



/s/    KPMG LLP



San Francisco, California

March 7, 2006



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Shareholders

Pixar:



We have audited the accompanying balance sheets of Pixar as of January 1, 2005 and December 31, 2005, and the related statements of income,
shareholders equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005. These financial statements are the responsibility of the management of Pixar. Our responsibility is to
express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position
of Pixar as of January 1, 2005 and December 31, 2005, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America.



We also have
audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the internal control over financial reporting of Pixar as of December 31, 2005, based on criteria established in
Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 2006, expressed an unqualified opinion on managements
assessment of, and the effective operation of, internal control over financial reporting.



/s/    KPMG LLP



San Francisco, California

March 7, 2006



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PIXAR



BALANCE SHEETS



|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                        |  | January 1,2005                   |           |   | December 31,2005 |  
|                                                                                                                                                                        |  | (In thousands,except share data) |          
|ASSETS                                                                                                                                                                  |  |                                  |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                                               |  | $                                | 28,661    |   |                  | $ | 5,367     |  
|Investments                                                                                                                                                             |  |                                  | 826,123   |   |                  |   | 1,035,177 |  
|Trade accounts receivable, net of allowance for doubtful accounts of $177 as of January 1, 2005 and December 31,
2005                                                   |  |                                  | 5,581     |   |                  |   | 5,083     |  
|Receivable from Disney, net of reserve for returns and allowance for doubtful accounts of $3,538 and $360 as of January 1, 2005 and
December 31, 2005, respectively     |  |                                  | 68,015    |   |                  |   | 44,630    |  
|Other receivables                                                                                                                                                       |  |                                  | 8,366     |   |                  |   | 10,272    |  
|Prepaid expenses and other assets                                                                                                                                       |  |                                  | 2,227     |   |                  |   | 3,601     |  
|Deferred income taxes                                                                                                                                                   |  |                                  | 70,424    |   |                  |   | 77,145    |  
|Property and equipment, net                                                                                                                                             |  |                                  | 125,602   |   |                  |   | 125,394   |  
|Capitalized film production costs, net                                                                                                                                  |  |                                  | 140,038   |   |                  |   | 182,071   |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|Total assets                                                                                                                                                            |  | $                                | 1,275,037 |   |                  | $ | 1,488,740 |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                    |  |                                  |           |   |                  |   |           |  
|Accounts payable                                                                                                                                                        |  | $                                | 5,392     |   |                  | $ | 3,223     |  
|Income taxes payable                                                                                                                                                    |  |                                  | 14,077    |   |                  |   | 17,380    |  
|Other accrued liabilities                                                                                                                                               |  |                                  | 26,971    |   |                  |   | 14,856    |  
|Unearned revenue                                                                                                                                                        |  |                                  | 8,502     |   |                  |   | 11,319    |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|Total liabilities                                                                                                                                                       |  |                                  | 54,942    |   |                  |   | 46,778    |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|Commitments and contingencies                                                                                                                                           |  |                                  |           |   |                  |   |           |  
|                                                                                                                                                                        |  |                                 
|Shareholders equity:                                                                                                                                                   |  |                                  |           |   |                  |   |           |  
|Preferred stock; no par value; 5,000,000 shares authorized and no shares issued and outstanding                                                                         |  |                                  |          |   |                  |   |          |  
|Common stock; no par value; 200,000,000 shares authorized; 116,852,504 and 119,297,468 issued and outstanding as of January 1, 2005 and
December 31, 2005, respectively |  |                                  | 687,387   |   |                  |   | 758,053   |  
|Accumulated other comprehensive loss                                                                                                                                    |  |                                  | (2,211    | ) |                  |   | (3,948    | )
|Retained earnings                                                                                                                                                       |  |                                  | 534,919   |   |                  |   | 687,857   |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|Total shareholders equity                                                                                                                                              |  |                                  | 1,220,095 |   |                  |   | 1,441,962 |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  
|Total liabilities and shareholders equity                                                                                                                              |  | $                                | 1,275,037 |   |                  | $ | 1,488,740 |  
|                                                                                                                                                                        |  |                                  |           |   |                  |   |           |  



See accompanying notes
to financial statements



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PIXAR



STATEMENTS OF INCOME



|                                                      |  |                                       |         |                |   |                  |  |   |        
|----------------------------------------------------- |  | ------------------------------------- | ------- | -------------- | - | ---------------- |  | - | -------
|                                                      |  | Fiscal Years Ended                   
|                                                      |  | January 3,2004                        |         | January 1,2005 |   | December 31,2005
|                                                      |  | (In thousands, except per share data)
|Revenue                                               |  |                                       |         |                |   |                  |  |   |        
|Film                                                  |  | $                                     | 250,383 |                | $ | 260,831          |  | $ | 274,765
|Software                                              |  |                                       | 12,115  |                |   | 12,641           |  |   | 14,351 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Total revenue                                         |  |                                       | 262,498 |                |   | 273,472          |  |   | 289,116
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Cost of revenue                                       |  |                                       | 38,058  |                |   | 29,881           |  |   | 39,380 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Gross profit                                          |  |                                       | 224,440 |                |   | 243,591          |  |   | 249,736
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Operating expenses                                    |  |                                       |         |                |   |                  |  |   |        
|Research and development                              |  |                                       | 15,311  |                |   | 17,371           |  |   | 11,099 
|Sales and marketing                                   |  |                                       | 2,422   |                |   | 2,484            |  |   | 5,126  
|General and administrative                            |  |                                       | 12,783  |                |   | 15,015           |  |   | 18,103 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Total operating expenses                              |  |                                       | 30,516  |                |   | 34,870           |  |   | 34,328 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Income from operations                                |  |                                       | 193,924 |                |   | 208,721          |  |   | 215,408
|Interest income and other                             |  |                                       | 10,517  |                |   | 12,419           |  |   | 26,198 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Income before income taxes                            |  |                                       | 204,441 |                |   | 221,140          |  |   | 241,606
|Income tax expense                                    |  |                                       | 79,673  |                |   | 79,418           |  |   | 88,668 
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Net income                                            |  | $                                     | 124,768 |                | $ | 141,722          |  | $ | 152,938
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Basic net income per share                            |  | $                                     | 1.15    |                | $ | 1.25             |  | $ | 1.29   
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Shares used in computing basic net income per share   |  |                                       | 108,438 |                |   | 113,520          |  |   | 118,329
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Diluted net income per share                          |  | $                                     | 1.09    |                | $ | 1.19             |  | $ | 1.24   
|                                                      |  |                                       |         |                |   |                  |  |   |        
|Shares used in computing diluted net income per share |  |                                       | 114,844 |                |   | 119,090          |  |   | 123,396
|                                                      |  |                                       |         |                |   |                  |  |   |        





See accompanying notes to financial statements



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PIXAR



STATEMENTS OF
SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME





|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|-------------------------------------------------------- |  | -------------- |  | ------------------------------------------ | ------- |  | ---------------- | ------ | ------------------------ |  | - | ------------------- |  | - | --------- | - |  | - | ------- | -
|                                                         |  | Common Stock   |  | AccumulatedOtherComprehensiveIncome (Loss) |         |  | RetainedEarnings |        | TotalShareholdersEquity |  |   | ComprehensiveIncome | 
|                                                         |  | Shares         |  | Amount                                     |         |  |                  |       
|                                                         |  | (In thousands) | 
|Balances, December 28, 2002                              |  | 105,788        |  | $                                          | 442,477 |  | $                | 2,156  |                          |  | $ | 268,429             |  | $ | 713,062   |   |  |   |         |  
|Exercise of stock options, including tax benefit         |  | 5,158          |  |                                            | 104,522 |  |                  |       |                          |  |   |                    |  |   | 104,522   |   |  |   |         |  
|Other comprehensive loss (net of tax benefit of $ 1,177) |  |               |  |                                            |        |  |                  | (1,842 | )                        |  |   |                    |  |   | (1,842    | ) |  | $ | (1,842  | )
|Net income                                               |  |               |  |                                            |        |  |                  |       |                          |  |   | 124,768             |  |   | 124,768   |   |  |   | 124,768 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|Balances, January 3, 2004                                |  | 110,946        |  |                                            | 546,999 |  |                  | 314    |                          |  |   | 393,197             |  |   | 940,510   |   |  | $ | 122,926 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|Exercise of stock options, including tax benefit         |  | 5,906          |  |                                            | 140,388 |  |                  |        |                          |  |   |                     |  |   | 140,388   |   |  |   |         |  
|Other comprehensive loss (net of tax benefit of $ 1,630) |  |               |  |                                            |        |  |                  | (2,525 | )                        |  |   |                    |  |   | (2,525    | ) |  | $ | (2,525  | )
|Net income                                               |  |               |  |                                            |        |  |                  |       |                          |  |   | 141,722             |  |   | 141,722   |   |  |   | 141,722 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|Balances, January 1, 2005                                |  | 116,852        |  |                                            | 687,387 |  |                  | (2,211 | )                        |  |   | 534,919             |  |   | 1,220,095 |   |  | $ | 139,197 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|Exercise of stock options, including tax benefit         |  | 2,445          |  |                                            | 70,666  |  |                  |       |                          |  |   |                    |  |   | 70,666    |   |  |   |         |  
|Other comprehensive loss (net of tax benefit of $ 1,090) |  |               |  |                                            |        |  |                  | (1,737 | )                        |  |   |                    |  |   | (1,737    | ) |  | $ | (1,737  | )
|Net income                                               |  |               |  |                                            |        |  |                  |       |                          |  |   | 152,938             |  |   | 152,938   |   |  |   | 152,938 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  
|Balances, December 31, 2005                              |  | 119,297        |  | $                                          | 758,053 |  | $                | (3,948 | )                        |  | $ | 687,857             |  | $ | 1,441,962 |   |  | $ | 151,201 |  
|                                                         |  |                |  |                                            |         |  |                  |        |                          |  |   |                     |  |   |           |   |  |   |         |  





See accompanying notes to financial statements



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PIXAR



STATEMENTS OF CASH FLOWS





|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------ | -------- | - | -------------- | - | -------- | ---------------- |  | - | -------- | -
|                                                                                  |  | Fiscal Years Ended |         
|                                                                                  |  | January 3,2004     |          |   | January 1,2005 |   |          | December 31,2005 | 
|                                                                                  |  | (In thousands)     |         
|Cash flows from operating activities:                                             |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net income                                                                        |  | $                  | 124,768  |   |                | $ | 141,722  |                  |  | $ | 152,938  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                    |          |   |                |   |          |                  |  |   |          |  
|Depreciation and amortization                                                     |  |                    | 394      |   |                |   | 371      |                  |  |   | 1,450    |  
|Amortization of capitalized film production costs                                 |  |                    | 37,592   |   |                |   | 28,513   |                  |  |   | 38,615   |  
|Provision for return reserves and allowance for doubtful accounts, net            |  |                    | 23,575   |   |                |   | 12,271   |                  |  |   | 2,541    |  
|Income from warrant received in connection with license agreement                 |  |                    |         |   |                |   |         |                  |  |   | (843     | )
|Warrants adjustment to fair value                                                 |  |                    |         |   |                |   |         |                  |  |   | (511     | )
|Loss on dispositions of property and equipment                                    |  |                    |         |   |                |   |         |                  |  |   | 66       |  
|(Loss) gain on sales of investments                                               |  |                    | (1,259   | ) |                |   | (307     | )                |  |   | 1,087    |  
|Tax benefit from stock option exercises                                           |  |                    | 39,361   |   |                |   | 56,668   |                  |  |   | 29,169   |  
|Deferred income taxes                                                             |  |                    | (17,599  | ) |                |   | (17,298  | )                |  |   | (7,811   | )
|Changes in operating assets and liabilities:                                      |  |                    |          |   |                |   |          |                  |  |   |          |  
|Trade accounts receivable                                                         |  |                    | (974     | ) |                |   | (3,429   | )                |  |   | 498      |  
|Receivable from Disney                                                            |  |                    | (92,516  | ) |                |   | 117,935  |                  |  |   | 20,844   |  
|Other receivables                                                                 |  |                    | 1,929    |   |                |   | (3,842   | )                |  |   | (1,906   | )
|Prepaid expenses and other assets                                                 |  |                    | 12,779   |   |                |   | (1,180   | )                |  |   | 403      |  
|Capitalized film production costs                                                 |  |                    | (45,789  | ) |                |   | (53,447  | )                |  |   | (71,600  | )
|Accounts payable                                                                  |  |                    | (538     | ) |                |   | 3,589    |                  |  |   | (2,169   | )
|Other accrued liabilities                                                         |  |                    | 3,685    |   |                |   | 13,964   |                  |  |   | (12,115  | )
|Income taxes payable                                                              |  |                    | 37,595   |   |                |   | (23,518  | )                |  |   | 3,303    |  
|Unearned revenue                                                                  |  |                    | 1,800    |   |                |   | (639     | )                |  |   | 2,394    |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net cash provided by operating activities                                         |  |                    | 124,803  |   |                |   | 271,373  |                  |  |   | 156,353  |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Cash flows from investing activities:                                             |  |                    |          |   |                |   |          |                  |  |   |          |  
|Purchases of property and equipment                                               |  |                    | (5,363   | ) |                |   | (18,384  | )                |  |   | (10,518  | )
|Proceeds from sale of property and equipment                                      |  |                    |         |   |                |   |         |                  |  |   | 162      |  
|Proceeds from sales of investments                                                |  |                    | 725,847  |   |                |   | 572,496  |                  |  |   | 769,048  |  
|Purchases of investments                                                          |  |                    | (906,559 | ) |                |   | (928,864 | )                |  |   | (979,836 | )
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net cash used in investing activities                                             |  |                    | (186,075 | ) |                |   | (374,752 | )                |  |   | (221,144 | )
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Cash flows from financing activities:                                             |  |                    |          |   |                |   |          |                  |  |   |          |  
|Proceeds from exercised stock options                                             |  |                    | 65,161   |   |                |   | 83,720   |                  |  |   | 41,497   |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net cash provided by financing activities                                         |  |                    | 65,161   |   |                |   | 83,720   |                  |  |   | 41,497   |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |                    | 3,889    |   |                |   | (19,659  | )                |  |   | (23,294  | )
|Cash and cash equivalents at beginning of period                                  |  |                    | 44,431   |   |                |   | 48,320   |                  |  |   | 28,661   |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                  | 48,320   |   |                | $ | 28,661   |                  |  | $ | 5,367    |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Supplemental disclosure of cash flow information:                                 |  |                    |          |   |                |   |          |                  |  |   |          |  
|Cash paid during the period for income taxes                                      |  | $                  | 9,800    |   |                | $ | 65,154   |                  |  | $ | 60,981   |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Supplemental disclosure of non-cash investing and financing activities:           |  |                    |          |   |                |   |          |                  |  |   |          |  
|Warrant received in connection with license agreement                             |  | $                  |         |   |                | $ |         |                  |  | $ | 1,266    |  
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  
|Unrealized loss on investments, net of tax benefits                               |  | $                  | (1,842   | ) |                | $ | (2,525   | )                |  | $ | (1,737   | )
|                                                                                  |  |                    |          |   |                |   |          |                  |  |   |          |  



See accompanying notes
to financial statements.



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PIXAR



NOTES TO FINANCIAL
STATEMENTS



(1)    Summary of Critical and
Significant Accounting Policies



The Company



Pixar was incorporated in the state of California on
December 9, 1985 and is a leading digital animation studio with the creative, technical and production capabilities to create animated feature films and related products. The Companys objective is to create, develop and produce
computer-animated feature films with heartwarming stories and memorable characters that appeal to audiences of all ages. Through the creation of entertaining, enduring and successful films, the Company seeks to maintain its position as a leading
brand in animated feature films.



Critical Accounting Policies and Estimates



The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the related notes. The following discussion addresses the
Companys critical accounting policies, which are those that are most important to the portrayal of its financial condition and results and require managements most difficult, subjective and complex judgments, often as a result of the
need to make estimates about the effect of matters that are inherently uncertain. Changes in such estimates, based on more accurate future information, or different assumptions or conditions, may affect amounts reported in future periods.



The Companys critical accounting policies are
summarized below.



Revenue Recognition



The Company recognizes film revenue from the
distribution of its animated feature films and related products when earned and reasonably estimable in accordance with American Institute of Certified Public Accountants Statement of Position (SOP) 00-2, (Accounting by
Producers or Distributors of Films). The following conditions must be met in order to recognize revenue in accordance with SOP 00-2:



| |  |  | Persuasive evidence of a sale or licensing arrangement with a customer exists;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the license period of the arrangement has begun and the customer can begin its exploitation, exhibition or sale;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the arrangement fee is fixed or determinable; and
| | - |  | -------------------------------------------------



| |  |  | collection of the arrangement fee is reasonably assured.
| | - |  | --------------------------------------------------------



Under the Co-Production Agreement, the Company shares equally with Disney in the profits ofThe Incredibles, Finding Nemo, Monsters, Inc., Toy Story
2 andA Bugs Life after Disney recovers its marketing, distribution and other predefined costs and fees. Revenues forToy Story are governed by the terms of the Feature Film Agreement under which Disney fully financed the
production costs and shares a specified percentage of Toy Story profits with Pixar after certain agreed upon costs and fees are deducted. The Company recognizes revenue from its films net of distribution fees, reserves for returns, and
marketing and distribution expenses. Disney provides the Company with gross receipt information, marketing and distribution costs and any other fees and expenses. The Company utilizes this information to determine its portion of the revenue by
applying the contractual provisions included in its arrangements with Disney. The Company also incorporates certain estimates, such as home video returns and distribution expenses, based on Pixars historical experience and other industry
information. The amount of revenue recognized in any given quarter or quarters from all of the Companys films depends on the timing, accuracy, and sufficiency of information it receives from Disney to determine revenues and associated gross
profits. Although Disney provides the Company with the most current



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NOTES TO FINANCIAL STATEMENTS  (Continued)



information available to enable Pixar to recognize its share of revenue and determine its film gross profit, in the past the Company has made revisions, and
is likely to make revisions in the future, to that information based on its estimates and judgments. Such estimates include theatrical bad debt reserves and expenses, home video return reserves and expenses, merchandise expenses, and estimates for
both revenues and related expenses resulting from differences between the Companys and Disneys reporting periods.



For example, in the past, the Companys theatrical revenues have been adjusted for its estimated reserves on potential uncollectible amounts to be
received from theatrical exhibitors. Estimated reserves for uncollectible amounts are established based on a review of the industry, discussions with Disney, and Pixars historical experience. To date the Company has not experienced significant
losses, and therefore it has not had significant reserves for uncollectible receivables. The total allowance against revenue for theatrical exhibitor uncollectible amounts approximated $1.0 million and $0.1 million at January 1, 2005 and
December 31, 2005, respectively.



The Company has also
made adjustments to its home video revenues for estimates on return reserves that may differ from those reported by Disney. In determining its home video reserves for a particular title, the Company reviews information such as Disneys current
return reserves, the historical return reserves for its previous titles, actual rates of returns, inventory levels in the distribution channel and other business and industry trend information that is available. Disney has provided and may continue
to provide reserve information that may differ substantially from the Companys historical experience with its previous titles. Unless Disney provides a sufficient rationale as to why the market and sales performance are substantially different
for a particular title, the Company has and may continue to record reserves more consistent with its historical experience. The Companys home video return reserves exceeded Disneys estimates by $2.5 million at January 1, 2005. There
were no differences from Disneys estimates at December 31, 2005. The estimate for return reserves, whether based on historical information or more current information from Disney, is inherently subjective and may differ significantly from
actual results. The Companys original estimates on reserves may be revised in future periods as new and additional information becomes available. See Note 9 of Notes to Financial Statements for further discussion on reserves for returns.



The Company has utilized margin normalization, such as with
merchandise or home video expenses, in accordance with the provisions of SOP 00-2. This may result in the utilization of budgeted or forecasted information to calculate an ultimate lifetime expense margin, rather than actual costs incurred if it is
deemed to be a more accurate reflection of Pixars participation. Similar to return reserves, these expense estimates are reviewed and may be adjusted periodically to ensure that the most accurate depiction of the Companys participation
is reflected.



Disney may also make subsequent adjustments to
the information that it has provided, and these adjustments could have a material impact on the Companys operating results in later periods. As updated information becomes available from Disney on a more timely basis, it may result in a change
of estimation for revenue recognition.



Any revisions to our
estimated reserves, margin normalization or updated information from Disney, as noted above, as well as findings from audit rights offered in accordance with the terms of the Co-Production Agreement, could have a material effect on our financial
statements in any given quarter or quarters.



Disneys
fiscal periods do not always coincide with the Companys fiscal periods. During the fourth quarter of fiscal 2003, the Companys reporting period differed from that of Disney. Consequently, it was necessary to use a combination of
information from Disney and estimates by the Company to determine the Companys revenues for the period between Disneys period end and the Companys.



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NOTES TO FINANCIAL STATEMENTS  (Continued)



Software Revenue



Revenue for software licenses are recognized in compliance with SOP 97-2, Software Revenue Recognition.
Under SOP 97-2, the Company recognizes revenues when all of the following conditions are met:



| |  |  | persuasive evidence of an agreement exists;
| | - |  | -------------------------------------------



| |  |  | delivery of the product has occurred;
| | - |  | -------------------------------------



| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collection of these fees is probable.
| | - |  | -------------------------------------



SOP 97-2 generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair
values of the elements. Revenue recognized from multiple-element arrangements is allocated to undelivered elements of the arrangement, such as support services, based on the fair value of the elements. Under the residual method, the Company
allocates and defers revenue for the undelivered elements based on vendor-specific objective evidence of fair value, and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as revenue. The
determination of fair value of each undelivered element in multiple element arrangements is based on the price charged when the same element is sold separately.



Software maintenance is recorded as deferred revenue and is recognized ratably over the term of the agreement, which ranges from 6 to 24 months.



Film Production Costs



The Company capitalizes its share of direct film production costs in
accordance with SOP 00-2. Film production costs include costs to develop and produce computer animated motion pictures, which primarily consists of salaries, equipment and overhead. Film production costs in excess of reimbursable amounts from Disney
are capitalized. Production overhead, a component of film costs, includes allocable costs of individuals or departments with exclusive or significant responsibility for the production of our films. Substantially all of the Companys resources
are dedicated to the production of our films. Capitalized production overhead does not include general and administrative and research and development expenses. In addition to the films produced, the Company is also working on concept development,
pre-production and production for several new projects not covered as part of the Co-Production Agreement, the costs of which are capitalized as film costs. In the event a film is not set for production within three years from the time of the first
capitalized transaction, all such costs will be expensed.



Once a film is released, capitalized film production costs are amortized in the proportion that the revenue during the period for each film bears to the estimated revenue to be received from all sources under the
individual-film-forecast-computation method as defined in SOP 00-2. The amount of film costs that are amortized each quarter depends on how much future revenue is expected to be received from each film. The Company makes certain estimates and
judgments of future gross revenues to be received for each film based on information received from Disney, historical results and managements knowledge of the industry. Estimates of anticipated total gross revenues are reviewed periodically
and may be revised if necessary. A change to the estimate of gross revenues for an individual film may 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 compared with net realizable value each reporting period on a film-by-film basis to assess whether there are any indicators of impairment. If estimated remaining gross revenues are not sufficient or are indicative of a potential
impairment, the unamortized film production costs will be written down to fair value.



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Significant Accounting Policies



Stock Split



On March 23, 2005, Pixar announced that its Board of Directors had approved a two-for-one stock split of the Companys Common Stock and a
proportional increase in the number of Pixar common shares authorized from 100 million to 200 million. Shareholders of record at the close of trading on April 4, 2005 were entitled to receive one additional share of Pixar Common Stock for
every outstanding share held on such date. The additional shares were distributed on April 18, 2005, and reporting of the Companys share price on a split-adjusted basis commenced on April 19, 2005. All issued and outstanding share
and per share amounts and stock prices related to Pixars Common Stock in the accompanying audited financial statements and notes thereto have been restated to reflect the stock split for all periods presented.



Cash and Cash Equivalents



The Company considers all highly liquid instruments with an original
maturity of 90 days or less to be cash equivalents. Cash equivalents as of December 31, 2005 consisted of U.S. Treasury Bills, federal agency notes, and money market funds.



Investments



Investments are accounted for under Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities and are classified as available-for-sale. Such investments are recorded at fair value, and unrealized gains and losses are reported as a component of comprehensive income (loss) until
realized. Investments are reviewed on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. If declines in the value of investments accounted for under SFAS No. 115 are determined
to be other than temporary, an investment loss is recognized in the statement of income. When reviewing for other-than-temporary declines in value, management considers current economic and market conditions as well as credit quality. Interest
income is recorded using an effective interest rate with the associated premium or discount amortized to interest income. The cost of securities sold is based upon the specific identification method.



Property and Equipment



Property and equipment are stated at cost. Depreciation of property and
equipment is calculated using the straight-line method over estimated useful lives assigned to each major asset category as below:



|                                |  |                     
|------------------------------- |  | --------------------
|Asset Category                  |  | EstimatedUseful Life
|                                | 
|Buildings                       |  | 30 years            
|                                | 
|Building Improvements           |  | 5-10 years          
|                                | 
|Furniture, Fixtures and Other   |  | 3-10 years          
|                                | 
|Software and Computer Equipment |  | 3 years             



Leasehold
improvements are amortized over the lesser of the related lease term or the life of the improvement. Management evaluates these assets for impairment whenever changes in circumstances indicate that the carrying amount of the asset may not be
recoverable. Impaired assets and assets to be disposed of are reported at the lower of carrying values or fair values, less costs of disposal.



Long-lived Assets



In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews for
impairment of long-lived assets whenever events or changes in circumstances indicate that



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the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to
result from the use of the asset and its eventual disposition is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the
fair value of the asset. The Company has not identified any such impairment losses.



Research and Development Expenses



Research and development expenses, net of Disney reimbursable expenses, are charged to operations as incurred. In accordance with SFAS No. 86, Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed, development costs related to software products are expensed as incurred until the technological feasibility of the product has been established. After technological feasibility is established, additional costs
would be capitalized. To date, the Company has not capitalized any software development costs after technological feasibility has been established on its software products. The Company believes the process for developing software is essentially
completed concurrently with the establishment of technological feasibility and costs incurred thereafter have not been material.



Financial Instruments and Concentration of Credit Risk



The carrying value of financial instruments, including marketable securities and accounts receivable, approximate fair
value. Financial instruments that potentially subject Pixar to concentrations of credit risk consist primarily of cash equivalents, investments and trade accounts receivable. The Company invests its excess cash in a variety of investment grade,
fixed income securities with major banks. This diversification of risk is consistent with its policy to safeguard principal and maintain liquidity.



Excluding the software business, revenue is concentrated in one large customer, Disney, as outlined in Note 8.



Fiscal Year



The Companys fiscal year consists of the 52 or 53-week period ended
with the Saturday nearest to December 31. The 2005 fiscal year ended December 31, 2005 and consisted of 52 weeks. The 2003 and 2004 fiscal years ended on January 3, 2004 and January 1, 2005, respectively, and consisted of 53 and
52 weeks, respectively.



Income Taxes



The Company accounts 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 carryforwards. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.



Net Income per Share



Basic net income per share is computed using the weighted-average number of
common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and



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NOTES TO FINANCIAL STATEMENTS  (Continued)



dilutive potential common shares outstanding during the period, using the treasury stock method for stock options.



Segment Reporting



In accordance with SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, the Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing
performance as the source of reportable segments. The Company operates in a single operating segment. Information about the Companys films and major customer is also disclosed in Note 8 of Notes to Financial Statements.



Comprehensive Income



Comprehensive income consists of two components, net income and other
comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of shareholders equity but are excluded from net
income. Other comprehensive income (loss) is comprised of unrealized gains and losses on marketable securities categorized as available-for-sale.



Reclassifications



Certain amounts as reported in fiscal years 2003 and 2004 have been reclassified to conform to the 2005 financial statement presentation.



Stock-Based Compensation



The Company has elected to continue using the intrinsic-value method of
accounting for stock-based compensation plans in accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company has adopted
those provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (SFAS 123), Accounting for Stock-Based Compensation, which require disclosure of the pro forma effects on net income and
net income per share as if compensation cost had been recognized based upon the fair value-based method at the date of grant of options awarded.



The following table reflects pro forma net income and net income per share had the Company elected to adopt the fair value-based method (in thousands,
except per share data):



|                                                 |  |                    |         |   |                |   |         |                  |  |   |         |  
|------------------------------------------------ |  | ------------------ | ------- | - | -------------- | - | ------- | ---------------- |  | - | ------- | -
|                                                 |  | Fiscal Years Ended |        
|                                                 |  | January 3,2004     |         |   | January 1,2005 |   |         | December 31,2005 | 
|Net income:                                      |  |                    |         |   |                |   |         |                  |  |   |         |  
|As reported                                      |  | $                  | 124,768 |   |                | $ | 141,722 |                  |  | $ | 152,938 |  
|Fair value-based compensation cost, net of taxes |  |                    | (16,856 | ) |                |   | (19,460 | )                |  |   | (18,988 | )
|                                                 |  |                    |         |   |                |   |         |                  |  |   |         |  
|Pro forma net income                             |  | $                  | 107,912 |   |                | $ | 122,262 |                  |  | $ | 133,950 |  
|                                                 |  |                    |         |   |                |   |         |                  |  |   |         |  
|Basic net income per share:                      |  |                    |         |   |                |   |         |                  |  |   |         |  
|As reported                                      |  | $                  | 1.15    |   |                | $ | 1.25    |                  |  | $ | 1.29    |  
|Pro forma                                        |  | $                  | 1.00    |   |                | $ | 1.08    |                  |  | $ | 1.13    |  
|Diluted net income per share:                    |  |                    |         |   |                |   |         |                  |  |   |         |  
|As reported                                      |  | $                  | 1.09    |   |                | $ | 1.19    |                  |  | $ | 1.24    |  
|Pro forma                                        |  | $                  | 0.97    |   |                | $ | 1.05    |                  |  | $ | 1.10    |  



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NOTES TO FINANCIAL STATEMENTS  (Continued)



These pro forma amounts may not be representative of future disclosures since the estimated fair
value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years. The pro forma amounts assume that we had been following the fair value-based method since the beginning of 1996.



The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option-pricing model. The weighted-average fair value of options granted was $13.21, $13.81, and $16.83 for fiscal years 2003, 2004, and 2005, respectively. Values were estimated using zero dividend yield for all
years; expected volatility of 50% for 2003, 39% for 2004, and 35% for 2005; risk-free interest rates of 2.97%, 3.59%, and 3.88% for fiscal years 2003, 2004, and 2005, respectively; and weighted-average expected lives of 5.0 years for all years
presented.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting
Standards Board (FASB) issued SFAS No. 123  Revised 2004 (SFAS 123R),Share-Based Payment. The statement replaces SFAS 123, supersedes APB 25, and amends SFAS No. 95,Statement of
Cash Flows. The accounting provisions of SFAS 123R are effective for annual reporting periods beginning after June 15, 2005. We intend to adopt SFA 123R for our fiscal year beginning January 1, 2006. SFAS 123R requires the
measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our statements of income. SFAS 123R eliminates the ability to account for
share-based compensation transactions using APB 25, and generally would require instead that such transactions be accounted for using a fair-value based method. Companies are required to recognize an expense for compensation cost related to
share-based payment arrangements including stock options and employee stock purchase plans. While the fair value method under SFAS 123R is very similar to the fair value method under SFAS 123 with regards to measurement and recognition of
stock-based compensation, management is currently evaluating the impact of several of the key differences between the two standards on our financial statements. For example, SFAS 123 permits us to recognize forfeitures as they occur while SFAS 123R
will require us to estimate future forfeitures and adjust our estimate on a quarterly basis. SFAS 123R will also require a classification change in the statement of cash flows; whereby, a portion of the tax benefit from stock options will move from
operating cash flows to financing cash flows (total cash flows will remain unchanged). The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. Although the adoption of SFAS
No. 123R is expected to have a material effect on the Companys results of operations, future changes to various assumptions used to determine the fair-value of awards issued or the amount and type of equity awards granted create
uncertainty as to whether future stock-based compensation expense will be similar to the historical SFAS 123 pro forma expense. The cumulative effect of adoption, if any, applied on a modified prospective basis, would be measured and
recognized on January 1, 2006.



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 and FAS 124-2, 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,



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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 December 2004, the FASB issued Statement No. 153
(SFAS 153), Exchanges of Nonmonetary Assets (an amendment of APB Opinion No. 29). SFAS 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be
measured based on the fair value of the assets exchanged. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company believes that the adoption of SFAS 153 will not have a
material effect on its results of operations, financial position or cash flows.



In May 2005, the FASB issued Statement No. 154 (SFAS 154), Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No. 3).
SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application as the required method for reporting a change in accounting principle. SFAS 154 provides guidance
for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously
issued financial statements is also addressed by SFAS 154. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company will adopt this pronouncement beginning in
fiscal year 2006 and believes that the adoption of SFAS 154 will not have a material effect on its results of operations, financial position or cash flows.



(2)    Investments



All investments were considered available-for-sale securities and consisted of the following (in thousands):



|                               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|------------------------------ |  | ---- | --------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | ---------
|                               |  | Cost |           | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|January 1, 2005:               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|U.S. Treasury Notes and Bills  |  | $    | 435,048   |                      | $ |                      |  | $ | (1,975              | ) |  | $ | 433,073  
|Federal agency obligations     |  |      | 394,708   |                      |   | 6                     |  |   | (1,664              | ) |  |   | 393,050  
|                               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|                               |  | $    | 829,756   |                      | $ | 6                     |  | $ | (3,639              | ) |  | $ | 826,123  
|                               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|December 31, 2005:             |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|U.S. Treasury Notes and Bills  |  | $    | 259,388   |                      | $ |                      |  | $ | (2,794              | ) |  | $ | 256,594  
|Corporate obligations          |  |      | 25,022    |                      |   |                      |  |   | (156                | ) |  |   | 24,866   
|State and municipal securities |  |      | 271,728   |                      |   | 22                    |  |   | (636                | ) |  |   | 271,114  
|Asset-backed securities        |  |      | 232,072   |                      |   |                      |  |   | (1,217              | ) |  |   | 230,855  
|Federal agency obligations     |  |      | 253,427   |                      |   |                      |  |   | (1,679              | ) |  |   | 251,748  
|                               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          
|                               |  | $    | 1,041,637 |                      | $ | 22                    |  | $ | (6,482              | ) |  | $ | 1,035,177
|                               |  |      |           |                      |   |                       |  |   |                     |   |  |   |          



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NOTES TO FINANCIAL STATEMENTS  (Continued)



The following tables summarize the fair value and gross unrealized losses related to available for
sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at each balance sheet date (in thousands):



|                               |  |                     |         |                       |                   |        |                     |       |                       |         |  |                     |        |                       |  |   |         |  |   |        |  
|------------------------------ |  | ------------------- | ------- | --------------------- | ----------------- | ------ | ------------------- | ----- | --------------------- | ------- |  | ------------------- | ------ | --------------------- |  | - | ------- |  | - | ------ | -
|                               |  | Less Than 12 Months |         |                       | 12 Months or More |        |                     | Total |                      
|At January 1, 2005             |  | EstimatedFair Value |         | GrossUnrealizedLosses |                   |        | EstimatedFair Value |       | GrossUnrealizedLosses |         |  | EstimatedFair Value |        | GrossUnrealizedLosses | 
|U.S. Treasury Notes and Bills  |  | $                   | 433,073 |                       | $                 | (1,975 | )                   |       | $                     |        |  | $                   |       |                       |  | $ | 433,073 |  | $ | (1,975 | )
|Federal agency obligations     |  |                     | 360,554 |                       |                   | (1,656 | )                   |       |                       | 2,494   |  |                     | (8     | )                     |  |   | 363,048 |  |   | (1,664 | )
|                               |  |                     |         |                       |                   |        |                     |       |                       |         |  |                     |        |                       |  |   |         |  |   |        |  
|Total                          |  | $                   | 793,627 |                       | $                 | (3,631 | )                   |       | $                     | 2,494   |  | $                   | (8     | )                     |  | $ | 796,121 |  | $ | (3,639 | )
|                               |  |                     |         |                       |                   |        |                     |       |                       |         |  |                     |        |                       |  |   |         |  |   |        |  
|                               |  |                     |        
|                               |  | Less Than 12 Months |         |                       | 12 Months or More |        |                     | Total |                      
|At December 31, 2005           |  | EstimatedFair Value |         | GrossUnrealizedLosses |                   |        | EstimatedFair Value |       | GrossUnrealizedLosses |         |  | EstimatedFair Value |        | GrossUnrealizedLosses | 
|U.S. Treasury Notes and Bills  |  | $                   | 76,284  |                       | $                 | (612   | )                   |       | $                     | 180,309 |  | $                   | (2,182 | )                     |  | $ | 256,593 |  | $ | (2,794 | )
|Corporate obligations          |  |                     | 24,866  |                       |                   | (156   | )                   |       |                       |        |  |                     |       |                       |  |   | 24,866  |  |   | (156   | )
|State and municipal securities |  |                     | 216,013 |                       |                   | (636   | )                   |       |                       |        |  |                     |       |                       |  |   | 216,013 |  |   | (636   | )
|Asset-backed securities        |  |                     | 230,854 |                       |                   | (1,217 | )                   |       |                       |        |  |                     |       |                       |  |   | 230,854 |  |   | (1,217 | )
|Federal agency obligations     |  |                     | 128,014 |                       |                   | (652   | )                   |       |                       | 123,735 |  |                     | (1,027 | )                     |  |   | 251,749 |  |   | (1,679 | )
|                               |  |                     |         |                       |                   |        |                     |       |                       |         |  |                     |        |                       |  |   |         |  |   |        |  
|Total                          |  | $                   | 676,031 |                       | $                 | (3,273 | )                   |       | $                     | 304,044 |  | $                   | (3,209 | )                     |  | $ | 980,075 |  | $ | (6,482 | )
|                               |  |                     |         |                       |                   |        |                     |       |                       |         |  |                     |        |                       |  |   |         |  |   |        |  



Market values were
determined for each individual security in the investment portfolio. The declines in value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature.



The contractual maturities of available-for-sale securities as of
December 31, 2005 are as follows (in thousands):



|                     |  |      |           |                     |   |          
|-------------------- |  | ---- | --------- | ------------------- | - | ---------
|                     |  | Cost |           | EstimatedFair Value
|Due within one year  |  | $    | 664,745   |                     | $ | 660,349  
|Due within two years |  |      | 376,892   |                     |   | 374,828  
|                     |  |      |           |                     |   |          
|                     |  | $    | 1,041,637 |                     | $ | 1,035,177
|                     |  |      |           |                     |   |          



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(3)    Balance Sheet Components



Selected balance sheet components are as follows (in thousands):



|                                               |  |                |         |                  |   |        
|---------------------------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                                               |  | January 1,2005 |         | December 31,2005
|Property and equipment:                        |  |                |         |                  |   |        
|Building and land                              |  | $              | 123,253 |                  | $ | 132,953
|Furniture, fixtures and equipment              |  |                | 29,362  |                  |   | 33,011 
|Construction in process                        |  |                | 8,843   |                  |   | 2,096  
|                                               |  |                |         |                  |   |        
|                                               |  |                | 161,458 |                  |   | 168,060
|Less accumulated depreciation and amortization |  |                | 35,856  |                  |   | 42,666 
|                                               |  |                |         |                  |   |        
|                                               |  | $              | 125,602 |                  | $ | 125,394
|                                               |  |                |         |                  |   |        
|Accrued liabilities:                           |  |                |         |                  |   |        
|Employee-related expenses                      |  | $              | 23,225  |                  | $ | 10,362 
|Accrued professional services                  |  |                | 1,816   |                  |   | 2,645  
|Accrued capital expenditures                   |  |                | 505     |                  |   | 382    
|Other                                          |  |                | 1,425   |                  |   | 1,467  
|                                               |  |                |         |                  |   |        
|                                               |  | $              | 26,971  |                  | $ | 14,856 
|                                               |  |                |         |                  |   |        



For the years ended
January 3, 2004, January 1, 2005, and December 31, 2005, the Company recognized depreciation and amortization expense of $7.8 million, $7.8 million and $10.2 million, respectively, of which, $7.4 million, $7.4 million, and $8.7
million, respectively were capitalized as film production costs.



(4)    Feature Film and Co-Production Agreements



Feature Film Agreement



In 1991, the Company entered into a feature film agreement with Walt Disney Pictures, a wholly owned subsidiary of Walt Disney Pictures and Television (together with its subsidiaries and affiliates collectively referred to herein as
Disney), to develop and produce up to three computer-animated feature films (the Feature Film Agreement). In 1995, the Company released its first and only feature film under the terms of the Feature Film Agreement,Toy
Story. The Company continues to receive compensation based on revenue from the distribution ofToy Story and related products. Based on the individual-film-forecast-computation method, allToy Story film production costs were fully
amortized by the year ended December 31, 1997.



Co-Production Agreement



In 1997, the
Company extended its original relationship with Disney (under whichToy Story was created and produced) by entering into the Co-Production Agreement. Under the Co-Production Agreement, the Company agreed to produce, on an exclusive basis,
five original computer-animated feature films (the Pictures) for distribution by Disney. Pixar and Disney agreed to co-finance, co-own and co-brand the Pictures and share equally in the profits of each Picture and any related merchandise
and other ancillary products, after Disney recovers all marketing and distribution costs and fees. The first four original Pictures produced under the Co-Production Agreement wereA Bugs Life, Monsters, Inc., Finding Nemo,and The
Incredibles. The Company is currently completing production of the fifth Picture under this agreement,Cars. As a sequel,Toy Story 2 did not count toward the Pictures; however, it was produced under the Co-Production Agreement and
is afforded the same financial terms as the Pictures.



The
Company entered into a Distribution Letter Agreement (the Distribution Letter Agreement) dated as of January 27, 2006 with Disney regarding the distribution of the Companys first Pixar-financed feature length



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animated film currently entitled Ratatouille. Pursuant to the Distribution Letter Agreement, Ratatouille will be deemed a Picture
under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions, including but not limited to those described in Note 11 of Notes to Financial Statements. The term of the Co-Production Agreement continues until
the Company delivers Ratatouille to Disney. Additionally, the Company is in various stages of development and production on other feature films.



Creative Development Group



In addition to the films produced and in process under the Co-Production Agreement, Pixars creative development group is working on concept
development, pre-production and production for several new projects that are not governed by the Co-Production Agreement. Costs related to these projects are therefore neither shared nor reimbursed by Disney. Such costs are capitalized as film costs
and will be amortized under the individual-film-forecast-computation method assuming the concept development leads to a successful concept and realization of a film project, when it is expected that the film will be set for production. In the event
a film is not set for production within three years from the time of the first capitalized transaction, such costs will be expensed.



Components of Capitalized Film Production Costs



The components of total capitalized film production costs are as follows (in thousands):



|                                             |  |                |         |                  |   |        
|-------------------------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                                             |  | January 1,2005 |         | December 31,2005
|In release, (net of amortization)            |  | $              | 53,881  |                  | $ | 16,630 
|In production                                |  |                | 81,741  |                  |   | 155,005
|In development                               |  |                | 4,416   |                  |   | 10,436 
|                                             |  |                |         |                  |   |        
|Total capitalized film production costs, net |  | $              | 140,038 |                  | $ | 182,071
|                                             |  |                |         |                  |   |        



Pixar and Disney
jointly finance all production costs relating to the Pictures on an equal basis, except Ratatouillewhich is fully financed by the Company. Film production costs include costs to develop and produce the Pictures, which primarily consists of
salaries, equipment and overhead. Additionally, certain operating expenses benefiting the Pictures (except for Ratatouille), such as certain research and development and certain general and administrative expenses are paid half by Pixar and
half by Disney. Pursuant to the terms of the Co-Production Agreement, the parties established a mutually acceptable funding mechanism to ensure that sums would be available in a timely manner to fund production costs. In practice, Pixar prepares
funding requests for forecasted film production costs and Disney funds its share on a monthly basis at approximately the beginning of the month. All payments to Pixar from Disney for development and production of Toy Storyunder the Feature
Film Agreement, and A Bugs Life, Toy Story 2, Monsters, Inc., Finding Nemo, The Incrediblesand Carsunder the Co-Production Agreement have been recorded as cost reimbursements. Accordingly, no revenue has been recognized
for such reimbursements; rather, the Company has netted the reimbursements against the related costs.



The table below sets forth the amounts reimbursed by Disney for the following years (in thousands):



|                               |  |                    |        |                |   |                  |  |   |       
|------------------------------ |  | ------------------ | ------ | -------------- | - | ---------------- |  | - | ------
|                               |  | Fiscal Years Ended
|                               |  | January 3,2004     |        | January 1,2005 |   | December 31,2005
|Production related             |  | $                  | 45,570 |                | $ | 39,415           |  | $ | 28,120
|Research and development       |  |                    | 8,963  |                |   | 7,579            |  |   | 2,217 
|General and administrative     |  |                    | 4,277  |                |   | 3,689            |  |   | 3,147 
|                               |  |                    |        |                |   |                  |  |   |       
|Expense related reimbursements |  |                    | 13,240 |                |   | 11,268           |  |   | 5,364 
|                               |  |                    |        |                |   |                  |  |   |       
|Total reimbursements           |  | $                  | 58,810 |                | $ | 50,683           |  | $ | 33,484
|                               |  |                    |        |                |   |                  |  |   |       



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For films in release, the Company expects to amortize, based on current estimates, approximately $4
million to $6 million in capitalized film production costs during fiscal 2006. This forecast does not include amortization for Cars,which is targeted for release on June 9, 2006. In addition, the Company has amortized more than
80% of each released films original production costs as of December 31, 2005, with the exception ofThe Incredibles, which is projected to reach the 80% milestone in 2006.



At January 1, 2005 and December 31, 2005, net receivables from
Disney aggregated $68.0 million and $44.6 million, respectively, which consists of receivables for film revenue, advances net of Disneys actual share of expenditures for all films, and amounts due for miscellaneous reimbursements. In
accordance with the Co-Production Agreement, Disney generally renders payments against detailed participation statements to Pixar monthly, within 45 days after the end of the calendar month, for the first 3 years after a film is released and
thereafter quarterly, within 45 days after the end of the quarter.



(5)    Income Taxes



The
components of income taxes are as follows (in thousands):



|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|------------------------------------------------------------------- |  | ------------------ | ------- | - | -------------- | - | ------- | ---------------- |  | - | ------ | -
|                                                                    |  | Fiscal Years Ended |        
|                                                                    |  | January 3,2004     |         |   | January 1,2005 |   |         | December 31,2005 | 
|Income taxes:                                                       |  |                    |         |   |                |   |         |                  |  |   |        |  
|Current:                                                            |  |                    |         |   |                |   |         |                  |  |   |        |  
|Federal                                                             |  | $                  | 50,218  |   |                | $ | 36,008  |                  |  | $ | 56,930 |  
|State                                                               |  |                    | 7,675   |   |                |   | 4,024   |                  |  |   | 8,443  |  
|Foreign                                                             |  |                    | 18      |   |                |   | 16      |                  |  |   |       |  
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|Total current taxes                                                 |  |                    | 57,911  |   |                |   | 40,048  |                  |  |   | 65,373 |  
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|Deferred:                                                           |  |                    |         |   |                |   |         |                  |  |   |        |  
|Federal                                                             |  |                    | (15,188 | ) |                |   | (15,427 | )                |  |   | (5,186 | )
|State                                                               |  |                    | (2,411  | ) |                |   | (1,871  | )                |  |   | (689   | )
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|Total deferred taxes                                                |  |                    | (17,599 | ) |                |   | (17,298 | )                |  |   | (5,875 | )
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|Charge in lieu of taxes attributable to employer stock option plans |  |                    | 39,361  |   |                |   | 56,668  |                  |  |   | 29,170 |  
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  
|Total tax provision                                                 |  | $                  | 79,673  |   |                | $ | 79,418  |                  |  | $ | 88,668 |  
|                                                                    |  |                    |         |   |                |   |         |                  |  |   |        |  



Income tax expense
was $79.7 million, $79.4 million, and $88.7 million for fiscal years 2003, 2004 and 2005, respectively, and differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income from operations as a result of the
following (in thousands):



|                                              |  |                    |        |                |   |        |                  |  |   |        |  
|--------------------------------------------- |  | ------------------ | ------ | -------------- | - | ------ | ---------------- |  | - | ------ | -
|                                              |  | Fiscal Years Ended |       
|                                              |  | January 3,2004     |        | January 1,2005 |   |        | December 31,2005 | 
|Expected income tax expense                   |  | $                  | 71,554 |                | $ | 77,398 |                  |  | $ | 84,562 |  
|Increases (decreases) in tax resulting from:  |  |                    |        |                |   |        |                  |  |   |        |  
|State income taxes, net of federal tax effect |  |                    | 8,003  |                |   | 7,542  |                  |  |   | 8,020  |  
|Extraterritorial income exclusion             |  |                    |       |                |   | (6,543 | )                |  |   | (1,922 | )
|Manufacturer's deduction                      |  |                    |       |                |   |       |                  |  |   | (1,548 | )
|Other, net                                    |  |                    | 116    |                |   | 1,021  |                  |  |   | (444   | )
|                                              |  |                    |        |                |   |        |                  |  |   |        |  
|Actual tax expense                            |  | $                  | 79,673 |                | $ | 79,418 |                  |  | $ | 88,668 |  
|                                              |  |                    |        |                |   |        |                  |  |   |        |  



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The tax effects of temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below (in thousands):



|                               |  |                |        |                  |   |       
|------------------------------ |  | -------------- | ------ | ---------------- | - | ------
|                               |  | January 1,2005 |        | December 31,2005
|Deferred tax assets:           |  |                |        |                  |   |       
|Deferred compensation          |  | $              | 392    |                  | $ |      
|Capitalized film costs         |  |                | 74,006 |                  |   | 79,726
|Reserves and accruals          |  |                | 1,732  |                  |   | 2,090 
|Deferred loss on investments   |  |                | 1,398  |                  |   | 2,488 
|Other, net                     |  |                | 114    |                  |   | 328   
|                               |  |                |        |                  |   |       
|Total deferred tax assets      |  |                | 77,642 |                  |   | 84,632
|                               |  |                |        |                  |   |       
|Deferred tax liabilities       |  |                |        |                  |   |       
|State taxes                    |  |                | 3,611  |                  |   | 3,833 
|Property and equipment         |  |                | 3,304  |                  |   | 2,682 
|Other, net                     |  |                | 303    |                  |   | 972   
|                               |  |                |        |                  |   |       
|Total deferred tax liabilities |  |                | 7,218  |                  |   | 7,487 
|                               |  |                |        |                  |   |       
|Net deferred tax assets        |  | $              | 70,424 |                  | $ | 77,145
|                               |  |                |        |                  |   |       



In assessing the
realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of taxable income during the periods in which temporary differences become deductible. At December 31, 2005, based on historical taxable income and projections of future taxable income, the Company believes it is more likely than not that the
Company will realize the benefits of its deferred tax assets, and therefore no valuation allowance against those assets has been provided.



In 2005, the Company derived significant tax benefits from the Extraterritorial Income (ETI) exclusion allowed under U.S. income tax laws with
respect to certain foreign trade income. The American Jobs Creation Act of 2004, (the AJCA), which the President signed into law on October 22, 2004, repeals the ETI regime for transactions entered into after December 31, 2004,
subject to a phase-out that would allow the Company to claim 80% of the benefits in 2005 and 60% in 2006. The AJCA replaced the ETI exclusion with a deduction for qualifying domestic manufacturing activities, which is phased-in beginning in 2005. In
December 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position FAS 109-1 clarifying that the deduction for qualified domestic production activities should be accounted for as a special deduction under SFAS
No. 109, Accounting for Income Taxes,rather than as a tax rate reduction.



|(6) | Shareholders Equity
|--- | --------------------



Equity Incentive Plan



The Company has an Equity Incentive Plan (the 2004 Plan) that was approved by the Companys Shareholders in 2004. The 2004 Plan permits
the grant of the following types of incentive awards: (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) performance units, and (5) performance shares. The 2004 Plan is intended to attract, motivate,
and retain (1) employees of Pixar and affiliates, (2) consultants who provide significant services to Pixar and its affiliates, and (3) directors of Pixar who are employees, of neither Pixar nor any affiliate. The 2004 Plan also is
designed to encourage stock ownership by employees, directors, and consultants, thereby aligning their interests with those of Pixars shareholders and to permit the payment of compensation that qualifies as performance based compensation.



The 2004 Plan replaced the 1995 Stock Option Plan and the
1995 Director Option Plan (collectively, the 1995 Plans). The total number of initial shares available for issuance under the 2004 Plan was equal to the



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number of shares that remained available for grant under the Companys 1995 Plans as of August 20, 2004 and any shares that otherwise would have
been returned to the 1995 Plans after August 20, 2004 on account of the expiration, cancellation or forfeiture of awards granted thereunder. The 2004 Plan also incorporates an evergreen formula pursuant to which on January 1 of each year
(beginning January 1, 2005 and ending January 1, 2014) the aggregate number of shares reserved for issuance under the 2004 Plan will increase by a number of shares equal to the lesser of (i) 3% of the outstanding shares on the
immediately preceding date or (ii) an amount determined by the Board. As of December 31, 2005, the Company had 3,108,782 shares reserved and available for issuance under the 2004 Plan. Pursuant to the evergreen formula, 3,578,924 shares
were added to the shares reserved for issuance on January 1, 2006. Only stock option incentive awards have been granted under the 2004 Plan as of December 31, 2005.



The option exercise price for incentive stock options is not less than the fair market value at the grant date.
Non-statutory options are granted at prices and terms determined by the Board of Directors, or a committee of the Board of Directors. Employee and consultant options generally vest 25% per year over four years. Initial grants to non-employee
directors vest one-third annually for three years; subsequent grants vest after one year. All options have a term not greater than ten years from the date of grant.



A summary of activity under the option plans during fiscal years 2003, 2004 and 2005 are as follows:



|                                 |  |            |   |  |                                |      
|-------------------------------- |  | ---------- | - |  | ------------------------------ | -----
|                                 |  | Shares     |   |  | Weighted-AverageExercise Price
|Outstanding at December 28, 2002 |  | 22,366,638 |   |  | $                              | 14.44
|Granted                          |  | 3,301,500  |   |  |                                | 28.13
|Exercised                        |  | (5,157,420 | ) |  |                                | 12.64
|Forfeited                        |  | (519,500   | ) |  |                                | 17.63
|                                 |  |            |   |  |                                |      
|                                 |  |           
|Outstanding at January 3, 2004   |  | 19,991,218 |   |  |                                | 17.08
|Granted                          |  | 2,573,800  |   |  |                                | 35.03
|Exercised                        |  | (5,906,152 | ) |  |                                | 14.18
|Forfeited                        |  | (455,500   | ) |  |                                | 28.58
|                                 |  |            |   |  |                                |      
|                                 |  |           
|Outstanding at January 1, 2005   |  | 16,203,366 |   |  |                                | 20.66
|Granted                          |  | 3,098,850  |   |  |                                | 45.06
|Exercised                        |  | (2,444,964 | ) |  |                                | 16.97
|Forfeited                        |  | (148,000   | ) |  |                                | 36.72
|                                 |  |            |   |  |                                |      
|                                 |  |           
|Outstanding at December 31, 2005 |  | 16,709,252 |   |  |                                | 25.58
|                                 |  |            |   |  |                                |      



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For various price ranges, weighted-average characteristics of outstanding stock options at
December 31, 2005 were as follows:



|                         |  |                     |  |                                |  |                                |       |        |           |                                |   |      
|------------------------ |  | ------------------- |  | ------------------------------ |  | ------------------------------ | ----- | ------ | --------- | ------------------------------ | - | -----
|                         |  | Options Outstanding |  | Options Vested and Exercisable
|Range of Exercise Prices |  | Shares              |  | RemainingLife (Years)          |  | Weighted-AverageExercise Price |       | Shares |           | Weighted-AverageExercise Price
|$  6.25 to $10.69        |  | 746,158             |  | 1.84                           |  | $                              | 9.77  |        | 741,158   |                                | $ | 9.77 
|$11.56 to $13.25         |  | 3,251,147           |  | 4.92                           |  |                                | 13.24 |        | 2,240,181 |                                |   | 13.24
|$13.75 to $18.17         |  | 2,546,358           |  | 5.04                           |  |                                | 16.20 |        | 1,465,358 |                                |   | 16.00
|$18.38 to $22.95         |  | 2,455,014           |  | 6.45                           |  |                                | 21.09 |        | 664,514   |                                |   | 20.50
|$24.06 to $32.88         |  | 2,442,050           |  | 7.38                           |  |                                | 27.96 |        | 917,050   |                                |   | 27.76
|$33.04 to $44.47         |  | 4,465,575           |  | 8.97                           |  |                                | 39.92 |        | 567,450   |                                |   | 35.91
|$44.51 to $55.44         |  | 802,950             |  | 9.36                           |  |                                | 46.84 |        | 1,375     |                                |   | 45.34
|                         |  |                     |  |                                |  |                                |       |        |           |                                |   |      
|                         |  | 16,709,252          |  | 6.68                           |  | $                              | 25.58 |        | 6,597,086 |                                | $ | 18.17
|                         |  |                     |  |                                |  |                                |       |        |           |                                |   |      



At December 31,
2005, options to purchase 6,597,086 shares of Common Stock were vested and exercisable at a weighted-average exercise price of $18.17 per share. At January 3, 2004 and January 1, 2005, options to purchase 6,819,488 and 5,627,842 shares of
Common Stock were vested and exercisable, respectively, at weighted-average exercise prices of $13.06 and $15.17, respectively.



Employee Benefit Plan



In 1992, the Company adopted a 401(k) Profit Sharing Plan (the 401(k) Plan) that is intended to qualify under Section 401(k) of the
Internal Revenue Code of 1986, as amended. The 401(k) Plan covers substantially all employees. Participants may elect to contribute a percentage of their compensation to this plan, up to the statutory maximum amount. For the plan year that ended
December 31, 2005, the employer match was 50% of deferrals up to 5% of eligible employee compensation, with a maximum calendar year contribution of $2,000 per participant.



Employer match contributions vest immediately. The Company contributed $1,015,000, $1,070,000 and $1,172,000 to the 401(k)
Plan for fiscal years 2003, 2004 and 2005, respectively.



|(7) | Commitments and Contingencies
|--- | -----------------------------



Lease Commitments



Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31,
2005 were as follows (in thousands):



|                             |  |   |      
|---------------------------- |  | - | -----
|Fiscal Year                 
|2006                         |  | $ | 1,127
|2007                         |  |   | 512  
|2008                         |  |   | 332  
|2009                         |  |   | 280  
|After 2009                   |  |   | 262  
|                             |  |   |      
|Total minimum lease payments |  | $ | 2,513
|                             |  |   |      



Pixar leases certain
of its facilities and some of its equipment under non-cancelable operating lease arrangements that expire at various dates, and the Company is required to pay property taxes, insurance and normal maintenance costs for certain of our facilities. The
Company occupies an office in Seattle, Washington where the majority of the technical support group for the RenderMan® product is located. The lease expires in



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September 2008 with an option to extend for an additional 3 years. Pixar also leases certain office space in Emeryville, California under a 3-year operating
lease with options to extend for five consecutive one year periods. The Company exercised the option which extended the lease to January 2007.



Rental expense from operating leases amounted to approximately $982,000, $1,083,000, and $1,109,000 for fiscal years 2003, 2004 and 2005, respectively.



Participation Commitment



The Company has obligations to pay portions of any revenue derived from each
feature film produced under the Co-Production Agreement to our entertainment law firm in consideration for services rendered. The compensation is subject to a cap of $500,000 for each theatrical motion picture and a cap of $200,000 for each sequel
or remake, with a total aggregate cap of $3,000,000. The liability for these participation fees is based on a certain level of performance by each feature film and is only payable when certain thresholds are achieved. The Company paid participation
fees of $500,000 in each of the fiscal years 2003, 2004, and 2005, under this obligation. The Company has paid $2.2 million under this obligation as of December 31, 2005.



Legal Matters



Shareholder Litigation. On October 21, 2005, a putative shareholder class action lawsuit was filed against the Company and certain of its
officers in the United States District Court for the Northern District of California alleging claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The case is entitled
Mataraza v. Pixar, et al., Case No. C-05-4290 JSW. The complaint asserts a class period from January 18, 2005 to June 30, 2005. Three other similar complaints have been filed since October 21, 2005. Plaintiff alleges that the
defendants made false and misleading statements about earnings projections for the second fiscal quarter of 2005, ended July 2, 2005, in light of sales and return information for home video sales of The Incredibles. The cases have been
consolidated before a single judge and are referred to as In re Pixar Securities Litigation. Currently pending before the court is a motion for appointment of lead plaintiffs and their respective counsel. Management believes the lawsuits to
be without merit and intends to vigorously defend against the action.



Informal Inquiry by the SEC. The Company received an informal inquiry from the SEC requesting information regarding the disclosure of its second quarter financial results. The SEC informed the Company in a letter dated
February 17, 2006 that the informal inquiry had been terminated.



Merger Related Litigation. On January 27, 2006, an action, titled Jonathan Levene v. Pixar, et al., was filed in the Superior Court of the State of California for the County of Alameda, naming Pixar
and all members of the Pixar board of directors as defendants. The complaint generally alleged that Pixars directors breached their fiduciary duties in approving the proposed merger between Pixar and Disney because they failed to maximize
value for Pixars shareholders. The complaint sought class certification and certain forms of equitable relief, including enjoining the consummation of the proposed merger. The complaint did not seek compensatory damages. On January 30,
2006, the defendants removed the action to the United States District Court for the Northern District of California. On February 1, 2006, the plaintiff dismissed the action voluntarily.



Other Matters.Pixar is regularly subject to certain legal
proceedings and claims that arise in the ordinary course of business. Many of these have not yet been fully adjudicated. In the opinion of management, Pixar does not have a potential liability related to any current legal proceedings and claims that
would have a material adverse effect on its financial condition, liquidity or results of operations. However, the results of legal proceedings cannot be predicted with certainty. Should Pixar fail to prevail in any of these legal matters or should
several of these legal matters be resolved against Pixar in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.



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|(8) | Significant Customer and Segment Reporting
|--- | ------------------------------------------



Significant Customer



In fiscal years 2003, 2004, and 2005, Disney represented 94%, 90% and 93% of total revenue, respectively, and 97%, 83%, and 74% of total accounts
receivable, respectively.



Segment Reporting



The chief operating decision-maker is considered to
be the Companys Chief Executive Officer (CEO). The CEO reviews financial information presented on a summary basis accompanied by disaggregated information about film revenue for purposes of making operating decisions and assessing
financial performance. The summary financial information reviewed by the CEO is identical to the information presented in the accompanying statements of income and the Company has no foreign operations. Therefore, the Company operates in a single
operating segment.



The Companys revenue segment
information by film category follows (in thousands):



|                   |  |                    |         |     |      |   |         |      |  |   |         |       
|------------------ |  | ------------------ | ------- | --- | ---- | - | ------- | ---- |  | - | ------- | ------
|                   |  | Fiscal Years Ended |        
|                   |  | 2003               |         |     | 2004 |   |         | 2005 | 
|The Incredibles    |  | $                  |        |     |      | $ | 40,442  |      |  | $ | 151,705 | (5)   
|Finding Nemo       |  |                    | 189,166 |     |      |   | 150,783 | (3)  |  |   | 58,336  | (5)   
|Library titles(1)  |  |                    | 60,580  | (2) |      |   | 67,376  | (4)  |  |   | 62,986  | (5)(6)
|Animation services |  |                    | 637     |     |      |   | 2,230   |      |  |   | 1,738   |       
|                   |  |                    |         |     |      |   |         |      |  |   |         |       
|Total film revenue |  | $                  | 250,383 |     |      | $ | 260,831 |      |  | $ | 274,765 |       
|                   |  |                    |         |     |      |   |         |      |  |   |         |       

---

| | (1) | Library titles includeMonsters, Inc., A Bugs Life, Toy Story 2 andToy Story.
| | --- | -----------------------------------------------------------------------------



| | (2) | During fiscal 2003, Disney provided updated information reflecting higher home video return activity than had been originally anticipated which reduced revenues by $4.4 million. The
Company also received a settlement onMonsters, Inc. merchandise revenue, which increased net revenues by $3.5 million. Additionally, the Company received updated information from Disney relating to home video expenses, which decreased
previously recorded home video expenses by $3.2 million for all of our film titles on a cumulative basis.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | During fiscal 2004, the Company received updated information from Disney that supported a reduction in the ultimate expense projections for Finding Nemo. As a result, the
Company revised its estimate of Finding Nemo domestic home video expense to reflect the lower ultimate home video expenses, which increased film revenues by approximately $11.8 million for the year. The Company also adjusted its expense
estimate for merchandise revenue which increased film revenues by $0.7 million. In addition, there were approximately $15.6 million in revenues which resulted from revisions to domestic home video reserves that were established in prior years. See
Note 9 of Notes to Financial Statements for further discussion on reserves for returns.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Monsters, Inc.revenue for 2004 included $8.1 million, resulting from revisions to international home video reserves that were established in prior years for Monsters,
Inc. See Note 9 of Notes to Financial Statements for further discussion on reserves for returns. In addition, the Company adjusted its expense estimate for merchandise which increased film revenues by $1.3 million in 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | The Companys 2005 revenues included $9.8 million of additional film revenues, primarily related to a reduction of international home video and television expenses across all
of its titles. Such reductions were due to updated information received from Disney during the year, which resulted in a revision to net revenues.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (6) | During 2005, the Company increased its net revenues relating to Toy Storyby approximately $4.1 million, which primarily reflected a reduction in television expenses based on
updated information obtained from Disney.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Valuation and Qualifying Accounts and Reserves
|--- | ----------------------------------------------



A summary of the valuations and qualifying accounts and reserves included in the balance sheets are as follows (in thousands):



|                                        |  |                              |        |                                       |   |        |                                                              |  |   |                         |   |  |   |       
|--------------------------------------- |  | ---------------------------- | ------ | ------------------------------------- | - | ------ | ------------------------------------------------------------ |  | - | ----------------------- | - |  | - | ------
|Classification                          |  | Balance atBeginningof Period |        | Changesto ReservesImpactingOperations |   |        | Reductionsto Reserves(Actual Returns and BadDebt Write-offs) |  |   | Balance atEnd of Period
|Year ended December 31, 2005            |  |                              |        |                                       |   |        |                                                              |  |   |                         |   |  |   |       
|Reserve for returns, Disney             |  | $                            | 2,473  |                                       | $ | 3,246  |                                                              |  | $ | (5,719                  | ) |  | $ |      
|Allowance for doubtful accounts, Disney |  |                              | 1,065  |                                       |   | (705   | )                                                            |  |   |                        |   |  |   | 360   
|Allowance for doubtful accounts, trade  |  |                              | 177    |                                       |   |       |                                                              |  |   |                        |   |  |   | 177   
|                                        |  |                              |        |                                      
|Year ended January 1, 2005              |  |                              |        |                                       |   |        |                                                              |  |   |                         |   |  |   |       
|Reserve for returns, Disney             |  | $                            | 27,753 |                                       | $ | 12,271 |                                                              |  | $ | (37,551                 | ) |  | $ | 2,473 
|Allowance for doubtful accounts, Disney |  |                              | 2,226  |                                       |   | (1,161 | )                                                            |  |   |                        |   |  |   | 1,065 
|Allowance for doubtful accounts, trade  |  |                              | 186    |                                       |   |       |                                                              |  |   | (9                      | ) |  |   | 177   
|                                        |  |                              |        |                                      
|Year ended January 3, 2004              |  |                              |        |                                       |   |        |                                                              |  |   |                         |   |  |   |       
|Reserve for returns, Disney             |  | $                            | 9,251  |                                       | $ | 23,575 |                                                              |  | $ | (5,073                  | ) |  | $ | 27,753
|Allowance for doubtful accounts, Disney |  |                              | 226    |                                       |   | 2,000  |                                                              |  |   |                        |   |  |   | 2,226 
|Allowance for doubtful accounts, trade  |  |                              | 188    |                                       |   |       |                                                              |  |   | (2                      | ) |  |   | 186   



Reserve for Returns, Disney



The Company recognizes revenue from its films under the
Co-Production Agreement and Feature Film Agreements net of distribution fees, actual returns, estimated reserve for returns, and marketing and distribution expenses in accordance with FASB Concepts Statement No. 6, Elements of
Financial Statements and EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The Company makes adjustments to home video revenues for estimates on return reserves (as a percentage of sales) that
may differ from those reported by Disney. To the extent that the Companys reserve for returns percentage differs from that reported by Disney, such differences are recorded as a reserve against the receivable from Disney. These reserves are
reflected above and amounted to $27.8 million and $2.5 million at January 3, 2004 and January 1, 2005, respectively. There was no reserve at December 31, 2005. Furthermore, these reserves can change for a variety of reasons:



| |  |  | Changes to reserves that increase the dollar amount of return reserves (with a corresponding decrease in film revenue) occur when (a) the Company establishes and maintains a
return reserve percentage that is higher than Disneys: as revenues are earned, the difference between the Companys higher estimated return reserve percentage results in an increase to the returns reserve, and (b) Disney lowers its
return reserve percentage from a previous period and the Company maintains its higher reserve percentage: as revenues are earned, the difference between Disneys return reserves percentage and the Companys higher estimated return reserves
percentage results in an increase to the returns reserve.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes to reserves that decrease return reserves (with a corresponding increase in film revenue) occur when the Company is carrying a higher reserve percentage than Disney and the
Company reduces its return reserve percentage. This results in a reduction of the reserve and an increase in revenue in the period that the Company reduces the percentage.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PIXAR



NOTES TO FINANCIAL STATEMENTS  (Continued)



| |  |  | Reductions to return reserve balances occur when the Company establishes a higher return reserve percentage than Disney and Disney subsequently increases its return reserve
percentage. As revenues are incurred and Disney increases its return reserve percentage, the returns reserve is reduced.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In determining Pixars home video return reserves for a particular title, the Company reviews information such as Disneys current return
reserves, the historical return reserves for its previous titles, actual rates of returns, inventory levels in the distribution channel and other business and industry trend information that is available. Disney has provided and may continue to
provide the Company with reserve information that may differ substantially from Pixars historical experience with its previous titles. Unless Disney provides the Company with what the Company believes is a sufficient rationale as to why the
market and sales performance are substantially different for a particular title, the Company has and may continue to record reserves more consistent with its historical experience.



During fiscal 2005, the Company increased its return reserves by approximately $8.3 million primarily for differences in
reserve percentage estimates with Disney for The Incrediblesdomestic and international home video revenues, as well as some increases to Finding Nemointernational home video reserves. The Companys reserves were reduced during
the year due to subsequent revisions to its estimates for both The Incredibles and Finding Nemo.These revisions reduced the Companys reserves by $5.1 million, of which approximately $2.0 million increased the Companys
revenues for reversals of reserves which were established in prior years for Finding Nemointernational home video reserves. During 2005, Disney increased its return reserves primarily for The Incrediblesinternational and domestic
home video revenues, which resulted in a reduction of approximately $5.7 million in the Companys reserves.



During fiscal 2004, the Company increased its return reserves by approximately $46.2 million primarily for differences in reserve percentage estimates
with Disney for Finding Nemosdomestic and international home video revenues, as well as some increases to Monsters, Inc.home video reserves. The Companys reserves were reduced during the year due to subsequent revisions
to its estimates for both Finding Nemoand Monsters, Inc.These revisions reduced the Companys reserves by $33.9 million, of which approximately $8.1 million and $15.6 million increased the Companys revenues for reversals
of reserves which were established in prior years for Monsters, Inc. international home video reserves and Finding Nemodomestic home video reserves, respectively. During 2004, Disney increased its return reserves primarily for
Finding Nemosinternational home video revenues, which resulted in a reduction of approximately $37.6 million in the Companys reserves.



During fiscal 2003, the Company increased its return reserves by approximately $23.6 million for differences in its reserve estimates primarily for
Finding Nemosdomestic home video return reserves, and to a lesser extent Monsters, Inc.home video return reserves and Finding Nemosinternational home video reserves. During 2003, Disney increased its return
reserves for Monsters, Inc.which reduced the Companys difference in reserves from Disney by approximately $5.1 million.



Further, the Company may not always maintain differences in reserves from those reported by Disney. In instances when the Company utilizes Disney
estimates, it is possible that Disney may make subsequent revisions to those estimates which could result in a change to the Companys estimate of revenue for a given period. Such reserves and related changes as reported by Disney are not
reflected in the above table.



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PIXAR



NOTES TO FINANCIAL STATEMENTS  (Continued)



Allowance for Doubtful Accounts, Disney



The Company maintains reserves primarily against potential uncollectible receivables from theatrical exhibitors. Estimates
are established based on a review of the industry, discussions with Disney, and historical experience. To date the Company has not experienced significant losses, and therefore it has not had significant reserves for uncollectible receivables.



Allowance for Doubtful Accounts, Trade



The Company maintains an allowance for doubtful accounts for the estimated
losses on trade receivables. Pixar assesses collectability of the receivable by determining whether the creditworthiness of the customer has deteriorated and could result in an inability to collect payment. To date the Company has not experienced
significant losses, and therefore it has not had significant allowance against trade receivables.



(10)    Net Income per Share Calculation



Reconciliation of basic and diluted net income per share (in thousands, except per share data):



|                             |  |                    |         |                 |         |                   |   |           |  |        |         |                   |         |           |   |        |  |                   |         |  |         |  |   |     
|---------------------------- |  | ------------------ | ------- | --------------- | ------- | ----------------- | - | --------- |  | ------ | ------- | ----------------- | ------- | --------- | - | ------ |  | ----------------- | ------- |  | ------- |  | - | ----
|                             |  | Fiscal Years Ended
|                             |  | January 3, 2004    |         | January 1, 2005 |         | December 31, 2005
|                             |  | NetIncome          |         | Shares          |         | NetIncomeperShare |   | NetIncome |  | Shares |         | NetIncomeperShare |         | NetIncome |   | Shares |  | NetIncomeperShare
|Basic net income per share   |  | $                  | 124,768 |                 | 108,438 |                   | $ | 1.15      |  | $      | 141,722 |                   | 113,520 |           | $ | 1.25   |  | $                 | 152,938 |  | 118,329 |  | $ | 1.29
|Effect of dilutive options   |  |                    |        |                 | 6,406   |                   |   |           |  |        |        |                   | 5,570   |           |   |        |  |                   |        |  | 5,067   |  |   |     
|                             |  |                    |         |                 |         |                   |   |           |  |        |         |                   |         |           |   |        |  |                   |         |  |         |  |   |     
|Diluted net income per share |  | $                  | 124,768 |                 | 114,844 |                   | $ | 1.09      |  | $      | 141,722 |                   | 119,090 |           | $ | 1.19   |  | $                 | 152,938 |  | 123,396 |  | $ | 1.24
|                             |  |                    |         |                 |         |                   |   |           |  |        |         |                   |         |           |   |        |  |                   |         |  |         |  |   |     



Basic net income per
share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted-average number of common and dilutive potential common shares outstanding during the
period, using the treasury stock method for options.



Options
to purchase 391,148, 184,006, and 112,355 shares of Common Stock in fiscal years 2003, 2004 and 2005, respectively, were not included in the computation of diluted net income per share because the options exercise prices were greater than the
average market price of the common shares.



(11)    Subsequent Event



Merger Agreement with the Walt Disney Company.    On January 24, 2006, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Disney by which Disney has agreed to
acquire Pixar (the Merger). The Merger Agreement has been approved by the Boards of Directors of both Pixar and Disney.



Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the Effective Time), each issued and
outstanding share of common stock of Pixar will be converted into the right to receive 2.3 shares of common stock of Disney. In addition, each outstanding option to purchase Pixar common stock will be converted at the Effective Time into an option
to purchase 2.3 shares of Disney Common Stock and will be assumed by Disney.



Consummation of the Merger is subject to several closing conditions, including the approval of the principal terms of the Merger Agreement and approval of the Merger by the shareholders of Pixar, the receipt of
antitrust



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PIXAR



NOTES TO FINANCIAL STATEMENTS  (Continued)



approvals or the expiration of applicable waiting periods in certain jurisdictions, the absence of certain governmental restraints, and effectiveness of a
Form S-4 registration statement filed by Disney. The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.



The Merger Agreement contains certain termination rights for both Pixar and
Disney and provides that in certain specified circumstances, Pixar must pay Disney a termination fee of $210 million (generally in the event the Board of Directors of Pixar changes its recommendation that its shareholders approve the principal terms
of the Merger Agreement and approval of the Merger, or elects to pursue a superior acquisition proposal from a third party).



Concurrently with the execution of the Merger Agreement, Disney entered into a voting agreement (the Voting Agreement) with Steve Jobs, the
Chief Executive Officer of Pixar, pursuant to which Mr. Jobs has agreed to vote a number of his shares of Pixar Common Stock (representing forty percent (40%) of the shares of Pixar Common Stock outstanding and entitled to vote on the
record date for any vote of shareholders of Pixar on the Merger Agreement and the transactions contemplated thereby) in favor of the approval of the principal terms of the Merger Agreement and the Merger. In addition, pursuant to the Voting
Agreement, Mr. Jobs is entitled to vote the balance of his shares of Pixar Common Stock in any manner he deems appropriate.



Distribution Letter Agreement.    The Company entered into a Distribution Letter Agreement (the Distribution Letter
Agreement) dated as of January 27, 2006 with Disney regarding the distribution of a feature length animated film currently entitled Ratatouille. Pursuant to the Distribution Letter Agreement, Ratatouille will be deemed a
Picture under and in accordance with the terms of the Co-Production Agreement, subject to certain exceptions, including but not limited to those noted below.



The Distribution Letter Agreement provides that the term of the Co-Production Agreement shall be extended until delivery to
Disney of Ratatouille. In addition, Pixar will finance all production costs and receive all gross receipts of Ratatouille after deduction of (1) a distribution fee paid to Disney, (2) any participations paid to third parties
and (3) Disneys distribution costs. Pixar shall have creative control and control of production for Ratatouille and shall own all rights to derivative works based on Ratatouille, except that Disney shall own theme park
rights to Ratatouille in perpetuity.



Under the
Distribution Letter Agreement, Pixar shall have sole ownership of copyrights, trademarks and other intellectual property rights in and to Ratatouille. In addition, Disneys exclusive distribution and exploitation rights with respect to
Ratatouille shall be for a period of 10 years from initial theatrical exhibition of Ratatouille or 11 years from delivery of Ratatouille, whichever is earlier.



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QUARTERLY FINANCIAL INFORMATION (Unaudited)



The unaudited quarterly financial statements have been prepared on
substantially the same basis as the audited financial statements and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations for such
periods (in thousands, except per share data).



|                             |  |               |         |        |   |           |  |             |        |  |   |        
|---------------------------- |  | ------------- | ------- | ------ | - | --------- |  | ----------- | ------ |  | - | -------
|                             |  | Quarter Ended
|                             |  | April 3       |         | July 3 |   | October 2 |  | January 1  
|2004                         |  |               |         |        |   |           |  |             |        |  |   |        
|Revenue                      |  | $             | 53,824  |        | $ | 66,289    |  | $           | 44,463 |  | $ | 108,896
|Gross profit                 |  |               | 47,920  |        |   | 59,852    |  |             | 40,259 |  |   | 95,560 
|Net income                   |  |               | 26,742  |        |   | 37,385    |  |             | 22,421 |  |   | 55,174 
|Basic net income per share   |  |               | 0.24    |        |   | 0.33      |  |             | 0.20   |  |   | 0.48   
|Diluted net income per share |  |               | 0.23    |        |   | 0.32      |  |             | 0.19   |  |   | 0.45   
|                             | 
|                             |  | Quarter Ended
|                             |  | April 2       |         | July 2 |   | October 1 |  | December 31
|2005                         |  |               |         |        |   |           |  |             |        |  |   |        
|Revenue                      |  | $             | 161,244 |        | $ | 26,437    |  | $           | 45,812 |  | $ | 55,623 
|Gross profit                 |  |               | 133,787 |        |   | 22,163    |  |             | 42,225 |  |   | 51,561 
|Net income                   |  |               | 81,887  |        |   | 12,702    |  |             | 27,408 |  |   | 30,941 
|Basic net income per share   |  |               | 0.70    |        |   | 0.11      |  |             | 0.23   |  |   | 0.26   
|Diluted net income per share |  |               | 0.67    |        |   | 0.10      |  |             | 0.22   |  |   | 0.25   



Basic and diluted
earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.



Period-to-period comparisons of our results of operations may not be
necessarily meaningful, as our annual and quarterly revenues may fluctuate due to the timing of our theatrical releases and related products, such as home video, television and merchandising. For example, revenue for the first quarter of fiscal 2005
was significantly higher than that of other quarters in the same year and higher than the first quarter of fiscal 2004 largely due to the timing and success of The Incrediblesworldwide home video performance and continued foreign
theatrical revenues in the first quarter of fiscal 2005. In addition, revenue for the fourth quarter of fiscal 2004 was significantly higher than the fourth quarter of fiscal 2005 due to the November 2004 domestic theatrical release ofThe
Incredibles.



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of March, 2006.



PIXARBy:

/s/    SIMON T. BAXSimon T. BaxExecutive Vice President,Chief Financial Officer and Secretary




POWER OF
ATTORNEY



KNOW ALL THESE PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Steve Jobs, Simon T. Bax, and Edwin E. Catmull and each of them, jointly and severally, his or her attorneys-in-fact, each with full power of substitution, for him or her in any and
all capacities, to sign any and all amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each
said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:



|                                            |  |                                                                                                   |  |              
|------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                   |  | Title                                                                                             |  | Date         
|                                            |  |                                                                                                  
|/S/    STEVE
JOBSSteve Jobs                 |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)                   |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    SIMON T.
BAXSimon T. Bax             |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    EDWIN E.
CATMULLEdwin E. Catmull     |  | President and Director                                                                            |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    SKIP M.
BRITTENHAMSkip M.
Brittenham |  | Director                                                                                          |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    SUSAN L.
DECKERSusan L. Decker       |  | Director                                                                                          |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    JOSEPH A.
GRAZIANOJoseph A.
Graziano |  | Director                                                                                          |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    LAWRENCE B.
LEVYLawrence B. Levy     |  | Director                                                                                          |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    JOE
ROTHJoe Roth                     |  | Director                                                                                          |  | March 7, 2006
|                                            |  |                                                                                                  
|/S/    LARRY W.
SONSINILarry W. Sonsini     |  | Director                                                                                          |  | March 7, 2006



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INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibits                                                                                                                                                                                                                                                                                       
|              | 
|2.1           |  | Agreement and Plan of Merger, dated January 24, 2006, by and among The Walt Disney Company, Lux Acquisition Corp., and Pixar (which is incorporated herein by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K filed January 26, 2006, Commission File No. 33-97918)    
|              | 
|3.1           |  | Amended and Restated Articles of Incorporation (which is incorporated herein by reference to Exhibit 3.3 to the Registrants Form S-1 Registration Statement, Commission File No.
33-97918)                                                                                                    
|              | 
|3.2           |  | Certificate of Amendment to Amended and Restated Articles of Incorporation of Pixar dated April 4, 2005 (which is incorporated herein by reference to Exhibit 99.1 to the Registrants
Current Report on Form 8-K filed April 5, 2005, Commission File No. 0-26976)                            
|              | 
|3.3           |  | Amended and Restated Bylaws (which is incorporated herein by reference to Exhibit 3.2 to the Registrants Quarterly Report on Form 10-Q for the quarter ended October 2, 2004, Commission
File No. 0-26976)                                                                                    
|              | 
|4.1           |  | See Exhibit 3.1                                                                                                                                                                                                                                                                                
|              | 
|4.2           |  | See Exhibit 3.2                                                                                                                                                                                                                                                                                
|              | 
|4.3           |  | Specimen Common Stock Certificate (which is incorporated herein by reference to Exhibit 4.5 to the Registrants Form S-1 Registration Statement, Commission File No.
33-97918)                                                                                                                 
|              | 
|10.1*         |  | 1995 Stock Plan, as amended (which is incorporated herein by reference to Exhibit 4.3 to the Registrants Form S-8 Registration Statement, Commission File No. 333-71706)                                                                                                                      
|              | 
|10.2*         |  | 1995 Director Option Plan (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Annual Report on Form 10-K for the year ended December 28, 2002, Commission File
No. 0-26976)                                                                                         
|              | 
|10.3*         |  | Form of Indemnification Agreement entered into between the Registrant and each of the executive officers and directors (which is incorporated herein by reference to Exhibit 10.3 to the
Registrants Form S-1 Registration Statement, Commission File No. 33-97918)                           
|              | 
|10.4          |  | Agreement between the Registrant and Walt Disney Pictures dated May 3, 1991, as amended (which is incorporated herein by reference to Exhibit 10.4 to the Registrants Form S-1
Registration Statement, Commission File No. 33-97918)(1)                                                       
|              | 
|10.5*         |  | Employment Agreement between the Registrant and John Lasseter dated March 21, 2001 (which is incorporated herein by reference to Exhibit 10.5 to the Registrants Annual Report on Form
10-K for the year ended December 29, 2001, Commission File No. 0-26976)(1)                             
|              | 
|10.6          |  | Co-Production Agreement between the Registrant and Walt Disney Pictures and Television dated February 24, 1997 (which is incorporated herein by reference to Exhibit 10.16 to the
Registrants Annual Report on Form 10-K for the year ended December 31, 1996, Commission File No. 0-26976)(1)
|              | 
|10.7*         |  | Offer letter between Ms. Lois Scali and the Registrant dated January 23, 2003 (which is incorporated herein by reference to Exhibit 10.7 to the Registrants Annual Report on Form 10-K
for the year ended January 3, 2004, Commission File No. 0-26976)                                       
|              | 
|10.8          |  | Reimbursement Agreement between the Registrant and Steve Jobs dated June 19, 2003 (which is incorporated herein by reference to Exhibit 10.8 to the Registrants Quarterly Report on Form
10-Q for the quarter ended June 28, 2003, Commission File No. 0-26976)                               
|              | 
|10.9*         |  | Offer letter between Mr. Simon T. Bax and the Registrant dated March 18, 2004 (which is incorporated herein by reference to Exhibit 10.9 to the Registrants Annual Report on Form 10-K
for the year ended January 1, 2005, Commission File No. 0-26976)                                       



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibits                                                                                                                                                                                                                            
|              | 
|10.10*        |  | 2004 Equity Incentive Plan (which is incorporated herein by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended April 2, 2005, Commission
File No. 0-26976)                           
|              | 
|10.11*        |  | Forms of Agreement Under 2004 Equity Incentive Plan (which is incorporated herein by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended
October 1, 2005, Commission File No. 0-26976)
|              | 
|23.1          |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                            
|              | 
|24.1          |  | Power of Attorney (See page 86)                                                                                                                                                                                                     
|              | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                  
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                  
|              | 
|32.1          |  | Certification 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                                                       

---

|(1) | Portions of this exhibit have been omitted pursuant to a request for confidential treatment granted by the Commission.
|--- | ----------------------------------------------------------------------------------------------------------------------



|* | Indicates management compensatory plan, contract or arrangement.
|- | ----------------------------------------------------------------