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Friday, 01/12/2001 4:23:40 PM

Friday, January 12, 2001 4:23:40 PM

Post# of 2238
A Rosy Picture Painted

Dear Fellow Cast Members:

Happy New Year! But, before we talk about the new year and specifically tell you how well the company performed all over the world during the holiday season, we need to first review the old one (remember the old one ended for us last Oct 1). What follows, therefore, is the letter I wrote for the company's 2000 annual report, which we are about to send out to Disney's more than three million shareholders. You can also access the full text of the annual report, as well as the proxy statement and the fact book, at the Disney Investor Relations site at http://disney.go.com/investors/financial.html .

This officially closes the books on fiscal year 2000. It was an outstanding year of wonderful entertainment product and strong financial growth, both of which -- as I've said before and will say again and again -- are made possible by you, the cast members of The Walt Disney Company.

Now, here's the letter:

To Fellow Disney Owners and Cast Members:

I am writing this letter as I fly across the Atlantic to spend five weeks working out of our Hammersmith office in London and meeting with our executives throughout Europe. We have a substantial amount of business in Europe, including five Disney Channels, 113 Disney Stores, three stage productions and one very large destination resort. Europe's economy is roughly the same size as that of the United States and thus represents an enormous continuing opportunity for your company. But, before acclimating myself by reading the latest issue of our Italian magazine that first was published in 1932 and features a character named Topolino, aka Mickey Mouse, I will compose this letter to you. I always enjoy this exercise in collecting my corporate thoughts, but there is an odd "time capsule" quality to writing a letter that I know won't be read until a month later in another year. So it is that I offer you my report on a fiscal year that began in 1999 (a millennium ago!) that you'll be reading in 2001.

One of our corporate mantras at Disney is to strive to exceed guest expectations. Well, in FY 2000, we managed to exceed Wall Street expectations as well. You can see all the numbers in more detail in the pages that follow, but no matter how you look at it, double-digit growth certainly deserves to be mentioned right up front in this letter, since it represents a return to the kind of growth we have enjoyed for most of the past 16 years. You should be aware that you can continue to monitor Disney's performance throughout the year at our Investor Relations Web site, http://www.disney.go.com/investors . I find I communicate increasingly with our cast members on the Internet, with business associates outside the company on the Internet, and with my children and my sister and my cousins on the Internet. It stands to reason that I should start communicating with you this way as well. Along these lines, I'm going to point out other pertinent Web sites throughout this letter. As an owner of this company, you shouldn't have to wait for this annual update to keep abreast of the financial and creative goings-on at your company.

As strong as this year was, it really was the equivalent of a race car accelerating nicely on many, but not all, of its cylinders. Let me borrow one of our new Autopia cars to illustrate what I mean.

During the year, one of the improvements we made at Disneyland, working with our colleagues at Chevron, was to update Autopia with these new, more environment-friendly vehicles. But, for purposes of this letter, this car can symbolize our company, and here's how it looks under the hood.

The Disney corporate engine is powered by five cylinders: Media Networks, Parks and Resorts, Consumer Products, Studio Entertainment and the Walt Disney Internet Group.

Throughout much of the '90s, we were truly firing on all cylinders (of course, we didn't have as many as we have now), and the company kept posting solid double-digit growth. What I found most remarkable about 2000 was that our robust growth was achieved with just two of the cylinders firing at 100 percent. I find it very exciting to ponder what this vehicle can achieve when all five cylinders are fully and harmoniously functioning at peak performance.

Certainly, the most effective cylinder of the year was Media Networks. This performance was particularly gratifying since acquisitions are a tricky business (as our strategic planning group, my graduate school son and my nephew like to point out). Companies often pay too much for other companies in search of a headline in The Wall Street Journal or because they are afraid to let cash burn a hole in their pockets. We didn't want to fall into this trap and didn't make any large purchases from 1984 until 1995. We were just being careful. But then Tinkerbell sprinkled some pixie dust over us and the value of buying Capital Cities/ABC became apparent. Despite the fact that batting averages in the United States on acquisitions are pretty low and are marked by countless strikeouts, our purchase of Cap Cities/ABC was a homerun, as especially evidenced this year.

On the ABC Network, Who Wants to Be a Millionaire, Dharma & Greg, The Drew Carey Show and The Practice were among the most successful primetime shows on television (as I write this, there has been some recent softness in the ad market and ABC's primetime ratings have not been quite so dominant, but the fact is that we have a strong programming infrastructure - which we hope to make even stronger with some mid-season additions - that should help the network continue to perform nicely this year and in the years to come). Throughout 2000, ABC Daytime led the pack. ABC News not only covered history but made history with its 24-hour coverage of the millennium. ESPN continued to be in a class of its own, as evidenced by The New York Times listing it as one of the "21 brands that will be powerful in the 21st century." Our owned and operated stations experienced record growth. The Disney Channel continued to be a cable leader, as did the other cable properties in which we have a stake: A&E, Lifetime, The History Channel and E! Entertainment Television. ToonDisney and SoapNet quickly came out of the starting blocks as popular new cable services. Our 50 radio stations reached more than 15 million people weekly in the top 20 U.S. markets (our radio stations include ESPN Radio, the number-one sports radio network, and my personal favorite, Radio Disney). Overseas, the number of our international Disney Channels expanded to 13, helping to plant the Disney flag in markets around the world. I was pleased to see that the Disney Channel also expanded on the isle of Manhattan, where it switched from a premium to a basic cable service.

I doubt that there has been a merger in American business history that has experienced a more seamless integration than the Cap Cities/ABC deal. This is largely thanks to the underlying compatibility of our businesses. Obviously, during 2000, our overall company benefited tremendously from the contribution of these broadcast assets. But to me, their long-term benefits have always been the most compelling. With our ABC holdings, Disney is a true full-service entertainment enterprise. Our television assets enable us to be extraordinarily well-positioned to seize opportunities as they emerge in the vast entertainment firmament.

Unlike Media Networks, which is so new to The Walt Disney Company, the other cylinder that has been hitting at 100 percent is one of our most venerable - Parks and Resorts, which is responsible for our flagship theme parks on three continents ... like an athlete lettering in three sports (not something I ever did by the way). During 2000, this cylinder was not only a strong performer, it also continued to show its dependability, as it posted record results for the sixth year in a row. This performance was helped along by the strong performance of the Disney Cruise Line, which was rated either Excellent or Very Good by an astounding 93 percent of our guests. (I remain convinced that the other 7 percent accidentally marked the wrong box - perhaps we should demand a recount.) The Cruise Line also boasted occupancy rates (called load factors) roughly one-third above cruise industry averages. To get some sense of what a Disney cruise is like, you can go to http://disney.go.com/disneycruise .

But of course, most of the results of our Parks and Resorts unit derive from our company's most distinct assets - our theme parks. The sheer strength and unique appeal of our parks were demonstrated particularly well this year in Anaheim, where Disneyland achieved outstanding attendance levels despite all the construction we have going on nearby. The public clearly understands that, even if it involves some inconvenience, it's worth taking a trip to The Happiest Place on Earth because once you're inside Disneyland's gates, the outside world disappears ... and, in many cases, so do the lines now, thanks to FASTPASS. FASTPASS not only drastically reduces the waiting times for our most popular attractions, but we have found that guests who use it are typically staying at our parks longer, apparently because the entire experience has become that much more enjoyable. What's more, FASTPASS keeps impatient "type A" fathers from staying home in the first place ... and mothers, too.

If people felt they had good reason to visit the Disneyland Resort in 2000, they really should feel compelled to join us in 2001. On February 8, we will dedicate a number of extraordinary enhancements in Anaheim, including an all-new entertainment district called Downtown Disney, a magnificent 750-room hotel called Disney's Grand Californian and an entirely new theme park, Disney's California Adventure (notice the great image of one of its icons on the cover of this report). The whole area has been wonderfully landscaped, and getting to the resort will be easier than ever thanks to major improvements in the Santa Ana Freeway, including an off-ramp that goes right into the resort's parking structure. As for Disney's California Adventure, I won't go so far as to say that it has all of the wonders of California in one place, but I can tell you that there isn't another spot where you can experience everything from the Golden Gate to Hollywood to the Sierras to Napa Valley to Malibu in one day. The only major California destination that isn't represented at Disney's California Adventure is Disneyland, which is across the street. You can preview the Disneyland Resort later in the pages of this report and at http://www.disneyland.com .

Just as we are transforming the Disneyland Resort into a true multi-day tourist destination, this fall a similar transformation will take place on the other side of the Pacific. Tokyo Disneyland has regularly posted the highest attendance of all our theme parks. Now, we are putting the finishing touches on Tokyo DisneySea, adjacent to Tokyo Disneyland ( http://www.tokyodisneysea.co.jp/english ). This park will be totally original and totally breathtaking, thanks to the commitment of our partner, Oriental Land Company Ltd., whose investment is building the park. As with Tokyo Disneyland, our company will earn royalties from the day the park opens. In addition, we will receive royalties from two Disney-branded hotels - the Disney Ambassador, which opened in July across the street from Tokyo Disneyland, and the Disney MiraCosta, which will open at the same time as Tokyo DisneySea.

In 2002, our third theme park transformation will take place. Disneyland Paris, sitting on 4,800 acres, with seven hotels up and running, is already the most popular tourist destination in Europe. So, it is particularly well-suited for a second theme park, which will give more people more reason to stay in those hotels for multiple nights. Our new Paris park will be called, appropriately enough, Disney Studios Paris. It will be modeled after Disney/MGM Studios at Walt Disney World, which will not only serve as a template, but will also provide economies of scale, since we'll be reproducing popular attractions, thereby saving all of the research and development costs of starting from scratch.

Further down the road, in 2005, we will be opening Hong Kong Disneyland. So I have several more years to write to you about this park. For now, suffice it to say that its potential significance is enormous, as it will represent a beachhead for our company in the world's most populous region.

One final note on all this expansion activity. From a creative standpoint, these new parks are incredibly exciting. But, from a hard, cold financial perspective ... they're pretty exciting as well. This is because Disney's total investment in all our new properties outside the United States is less than we have spent to build some individual theme parks in the past. For this reason, Parks and Resorts' capital expenditures should generate after-tax, after-reinvestment free cash flow of more than $1 billion annually, beginning in 2002. Not bad for a single cylinder.

Let's go back under the hood and look at the cylinders that haven't been firing quite so efficiently.

First, there's Disney Consumer Products, which has four main components: licensing, publishing, interactive software and retail.

Licensing is certainly the biggest of the four. In this area, we have been incredibly successful with two characters in particular, Mickey and Winnie the Pooh. But, we have 122 other characters living in Toontown who have been underutilized (and I'm only counting all those Dalmatians as one of the 122). Since these 122 characters would lead the pack for most other companies, we clearly have enormous untapped opportunities in this area. To help tap these opportunities, during 2000 we reached licensing agreements with the world's two premier toy manufacturers - Mattel and Hasbro. Mattel will be producing preschool toys and games through its Fisher-Price unit. Hasbro will create toys and games associated with upcoming Disney-branded films, beginning with the Disney/Pixar release of Monsters, Inc., which is scheduled for November 2001.

Disney Publishing is the world's largest publisher of children's books and magazines, selling 375 million copies annually. This is a profitable division on its own and has become an important source for content that can be leveraged across the company. For example, we have been publishing a book series called Cheetah Girls, which is now being developed as a television series produced by Whitney Houston for the Disney Channel.

Disney Interactive has been performing extremely well. You can get an idea of the range of innovative product at http://disney.go.com/DisneyInteractive . This division is currently enjoying robust growth, with profits doubling during the year. Disney Interactive will soon be expanding by entering the sports category with the ESPN brand, as well as the world of fantasy gaming.

Our retailing operations are represented by the Disney Store. The first Disney Store was launched in 1987 and this business went on to set the standard for specialty retail merchandising. For a decade, strong growth was maintained through quality merchandise, outstanding guest service, great locations and aggressive expansion. Now, we expect to re-ignite growth by taking the fantastic Disney Store infrastructure that is in place and bringing a fresh approach to its operation. This is being achieved in two principal ways - in the near term, changing the merchandise on the shelves ... and in the longer term, changing the shelves.

As for the merchandise, we are shifting our emphasis to take advantage of every seasonal event that calls for a celebration, such as Halloween, Christmas and Easter. Of course, we will still have a full range of popular year-round products. We are also taking advantage of our online operation ( http://www.disneystore.com ) so people can come to the Disney Store and order anything that's not available on the premises through a computer kiosk.

As for changing the shelves, we recently opened our first two redesigned Disney Stores in Costa Mesa, California, and Cherry Hill, New Jersey. Over the next several years, we will be rolling out this new design across the country and around the world. The new Store has a fresh, clean look that offers a number of advantages: it permits a much more flexible use of space, its modular design allows for easy changes down the road and, most important, it allows for 40 percent more merchandise on the floor. Essentially, the new design is the equivalent of significantly expanding the size of a store without leasing a single extra square foot. And I do want to point out that Disney Stores represent the face of our company in communities around the world. Therefore, they are a very important extension of the Disney experience. In other words, there is a lot more to the Stores than the simple profit and loss statements. That said, profits are a good idea!

As you can see, licensing and retail are the areas we are focusing on to improve Disney Consumer Products' overall performance. The changes we are implementing can't happen overnight, but I am confident that in a few years we will be able to look back and see Disney Consumer Products as one of our company's most powerful drivers.

The fourth cylinder in the Disney engine is The Walt Disney Studios. As with Consumer Products, our Studios unit was an engine of growth that has stalled a bit recently. And, as with Consumer Products, in 2000 we put in place new top management to chart a new course.

Fortunately, the disappointing financial performance at the Studios has never been a function of creative shortcomings. Year after year, our movies have led the box office. In 2000, we saw our international box office go over $1 billion for an unprecedented sixth straight year. So the problem is not a matter of failing to make movies that audiences embrace. Rather, the problem has primarily been - as at all studios - in controlling costs and in maintaining growth in the home video market. We believe we are employing a healthy combination of hard-edged business sense and free-flowing creativity to craft a business that works and will grow.

In terms of costs, we have saved substantial amounts by more carefully selecting the scripts and books we purchase and by reducing the number of films we make so we can target our creativity more effectively. What's more, in animation, cost pressures have come down as a number of other studios that were bidding up the price of talent have now decided they don't want to compete in this area anymore. During the fourth quarter of the year, we could see the fruits of our fiscal prudence, as we saw higher operating income on lower revenues, resulting in better margins.

With regard to home video, DVD is beginning to breathe new life into this market. The growth in sales of DVD players has exceeded the growth of CD players at this stage. When I wrote you a year ago, there were 9.7 million units in American households. Now, there are an estimated 22 million units. And, at the end of 2001, it is forecast that there will be more than 36 million units. This trend is especially important to our company because more and more people are not just buying DVDs of new movies, they are also buying DVDs of movies they already own on VHS. For example, someone who already has Pinocchio in his library might now buy Pinocchio on DVD because of the added quality and extra features. Indeed, a survey conducted earlier this year indicated that 14 percent of people who own DVD players said they are likely to replace all of their VHS movies ... while 55 percent said they are likely to replace their Disney videos. When it comes to home entertainment, there is a Disney difference, and consumers know it.

But the real key to success at the Studios is what it has always been - great and exciting product. Consider Remember the Titans. It was originally developed as a Touchstone period drama. We came to realize, however, that its underlying messages about values, racial understanding and our nation's history were a perfect match for the Disney brand, so we produced it under the Walt Disney Pictures banner. This wonderful - and moderately budgeted - motion picture was one of the big hits of 2000, propelled in part by the strength of the Disney name.

As I write this, our next animated film, The Emperor's New Groove, is waiting in the wings for the holidays. Coming Memorial Day weekend, we have as close to a sure thing as you get in this business - Pearl Harbor, produced by Jerry Bruckheimer and directed by Michael Bay, the same team that brought us The Rock and Armageddon, with an all-star cast headed by Ben Affleck. You can get a sense of the sweep and drama of this film at http://www.pearlharbor.com . Wait a second. I take back that this is a "sure thing." That is bad luck. It is not a sure thing. It's an absolutely fantastic, probably successful film that should surely draw a significant audience. This summer, we will release Atlantis: The Lost Empire. This is an animated wide-screen action movie that should be the perfect summer film for kids of all ages. For the holiday season, we will have Monsters, Inc., produced with our partners at Pixar. This film presents the previously untold story of all those hard-working monsters whose job it is to hide under kids' beds to scare them in the middle of the night. I strongly urge you to click on http://www.monstersinc.com to see the very funny trailer for this extremely inventive film.


Our final corporate cylinder is the Walt Disney Internet Group which, of course, is also tracked by a separately traded class of common stock ( the Investor Relations site is http://www.dig.com/investors ). The Internet Group oversees, designs, coordinates and engineers all of the Web sites I've referenced in this letter as well as countless others. Like all Internet enterprises, the Internet Group is still embryonic and evolving. But, unlike many Internet businesses, ours is based on solid assets that should help to power this cylinder to performance down the road. Yes, the Internet Group currently posts losses and, yes, that really concerns me and our management. We spend an enormous amount of time trying to limit those losses. I expect them to get progressively smaller and ultimately I expect Walt Disney Internet Group to turn a profit. But those losses currently represent investment in our strong presence on the Internet, investment that should help assure that Disney will continue to be a large and prosperous entertainment company years down the road. In the meantime, we will be under a lot of pressure as some EPS watchers and journalists forget how important it is to protect our technological future through investments today.

In many ways, today's Internet environment is reminiscent of Disney's early days. Walt and Roy achieved moderate success experimenting with silent cartoon shorts. Then came what we today would call a "killer app" - in this case, synchronized sound. The Disney Studios produced the first sound cartoon, starring Mickey Mouse, and, overnight, Disney became a household name. The Internet is still in its infancy, but we are getting closer to the day when it will be transformed into a true entertainment medium ... and our company will once again be poised at the cutting edge - and still helping us out will be Mickey Mouse.

As it stands now, our collection of Internet sites - ranging from Disney.com to ABC.com to ESPN.com to ABCNews.com to Family.com - includes leaders in their categories and collectively ranks sixth in total usage on the entire Internet. I am particularly proud of what we have achieved in the critically important area of Internet/television convergence with the development of Enhanced TV. It is now a regular feature of Who Wants to Be a Millionaire ( http://heavy.etv.go.com ) as well as Monday Night Football and special event shows such as the Oscars and the Emmys. Other major developments during the year included the re-launch of our GO.com web site, which has been refined into a site that plays more directly to the entertainment, recreation and lifestyle strengths of our company. I urge you to check it out ... and especially spend some time using the search engine, which almost magically brings up the direct and related results that you're looking for. We also launched our auction site with eBay, which allows ardent fans of Disney to come directly to us for collectibles. "Collectibles" is actually a somewhat misleading term that implies fragile trinkets from the past. Well, among the Disney trinkets that have been auctioned are an original Dumbo car and the 20-foot-high letters from the Disneyland sign that stood for years at the entrance to the parking lot. There really is something for every Disneyana budget. You can see for yourself at http://www.ebay.disney.com .

In order to further strengthen our relationship with our most loyal customers, we have established The Disney Club, which offers a wide range of benefits across our company. Members will receive preferred access to select Disney theatrical performances such as The Lion King, AIDA, Beauty and the Beast, (still the #1, #2 and #3 shows on Broadway) and Disney on Ice; discounts and information about new products at Disney Store worldwide retail locations, catalog and online; and special offers on certain Disney videos, DVDs and CDs. Plus, members have access to offers and discounts from Disneyland and Walt Disney World. In the months and years ahead, it will only get better. For example, technology is being developed that could turn a Disney Club card into a "magic key" to the world of Disney. Imagine purchasing a Disney vacation package online, checking in to your hotel over the Internet or telephone before you leave home, and then using your membership card as your hotel room key and park admission pass! This may still be a few years away, but we're already working on it. You can find out all the details about membership and benefits of The Disney Club at http://www.disneyclub.com .

There you have it. The corporate car is driving quite nicely, but we're engineering it to perform even better in the days ahead. And it is important to make clear that a car, no matter how well engineered, is only as good as its drivers. I believe Disney's management team has never been stronger. With Bob Iger and our Executive Committee, which is made up of our key corporate executives and the heads of our business units, we have an experienced group of individuals whose leadership skills span the breadth of this extraordinary company. Equally important are our 120,000 cast members, who ably carry the Disney and ABC and ESPN and Miramax and all of our other banners before the public. The dedication of thousands of our cast members was recognized in June by no less than General Colin Powell, who commended them for fulfilling their pledge of volunteering 1 million hours of community service by the end of 2000 ... a pledge that I am proud to report has been exceeded as I write this letter.

Quite frankly, our cast members are second to none. Working together, all of us plan to drive Disney to great new places in the months and years ahead.

We hope you continue to join us for the ride.

Sincerely,

Michael D. Eisner
Chairman and CEO
November 30, 2000


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