WALT DISNEY PRODUCTIONS

Walt Disney Productions, June 1984

One of the best examples of service through people is Walt Disney Productions… How Disney looks upon people, internally and externally, handles them, communicates with them, rewards them, is in my view the basic foundation upon which its five decades of success stand.

—Peters and Waterman, In Search of Excellence

In Search of Excellence didn’t simplify enough! In the private or public sector, in big business or small, we observe that there are only two ways to create and sustain superior performance over the long haul. First, take exceptional care of your customers via superior service and superior quality. Second, constantly innovate. That’s it. There are no alternatives in achieving long-term superior performance. Financial control is vital but one does not sell financial control.

—Peters and Austin, A Passion for Excellence

Ron Miller, president and chief executive officer of Walt Disney Productions Inc., pondered the essence of his dilemma. For the past two and a half months, his company had been the subject of a takeover attempt by Saul Steinberg, a well-known raider. The attempt had started innocently enough with the announcement of the purchase of 6.3% of Disney’s outstanding common stock. In subsequent announcements, Steinberg’s holdings rose to 12.1%. When Steinberg announced his intention of acquiring 25% of Disney, Miller undertook a series of evasive actions, including the purchase of Arvida Corporation for $200 million in common stock (3.33 million shares), and the attempted purchase of Gibson Greetings Inc. for $310 million in stock. On June 11, 1984, Steinberg retaliated with a public tender offer for 49% of the company at $67.50 per share if Disney completed its acquisition of Gibson Greetings, and at $72.50 per share without Gibson. Before the raid began, Disney stock was trading around $50 per share.

The senior executives at Disney were shocked by this turn of events. Consumers identified Disney with wholesome family entertainment more closely than they did any other corporation. The animated characters emerging from Disney were hallmarks of American culture. Millions of visitors delighted in the ingenuity of Disney theme parks, which business pundits cited as models of excellence. The artistic creativity of Disney Productions was virtually a national resource. It was inconceivable to Miller that such an excellent company would be dismantled, or for that matter, raided in the first place.

There seemed to be two possible responses to the tender offer. The first was to fight the offer in the courts and media. However, Steinberg had shown himself to be very determined, so even a successful outcome would be costly. The other alternative would be to offer to repurchase Steinberg’s shares. In fact, Steinberg was a notorious “greenmailer,” who had been paid $47 million by Quaker State Oil Company only that previous April. Steinberg was believed to own 4.2 million shares of Disney stock, which he had acquired at an average price of $63.25 per share. Miller wondered what an appropriate repurchase price would be.

Businesses and Strategy

The origins of Disney Productions were described in the 1982 Annual Report:

In July 1923, a young cartoonist named Walt Disney arrived in Hollywood, with drawing materials under his arm, $40 in his pocket, and hopes that he could get started in the animated film business. Before boarding the train, he had known failure, disappointment, and even hunger. Waiting for him at Union Station in Los Angeles was his brother, Roy, who was to dedicate his life to helping make Walt’s dreams come true. With a $500 loan, they started their film business, working at home late at night with their wives Lilly and Edna working alongside them around a kitchen table … struggling to keep a tiny studio going. There was no instant success for them in this era of silent pictures, and every dime was plowed back into keeping the company running. In 1928 came the first real break. While the movie industry was still turning its back to the possibilities of sound, Walt produced Steamboat Willie, the first cartoon with sound. It also introduced a new star—Mickey Mouse. In the decades that followed, Walt became an extraordinary filmmaker, a motion picture innovator and pioneer. And the name “Walt Disney” became universally known as the symbol of the finest in family entertainment.[footnoteRef:1] [1: Walt Disney Productions, 1982 Annual Report.]

In 1984, the company described itself as a “diversified international company engaged in family entertainment and community development.” In fiscal 1983, Disney had sales of $1.3 billion on assets of $2.38 billion (see Exhibits 1 and 2). The business activities of the company were divided into four segments: theme parks, films, consumer products, and real estate development. The Disney strategy was to form these segments into interlocking pieces of a portfolio, each supporting the activities of another.

The entertainment and recreation segment included theme parks and resorts. For example, Disneyland Park consisted of seven principal areas or themes: Fantasyland, Adventureland, Frontierland, Tomorrowland, New Orleans Square, Main Street, and Bear Country. In each area were rides, attractions, restaurants, refreshment stands, and souvenir shops in keeping with the surrounding theme. Theme parks were located in Anaheim, California; Orlando, Florida; and Tokyo, Japan. A new theme park near Orlando (opened in October 1982), EPCOT (for Experimental Prototype Community of Tomorrow) introduced two new themes—Future World and World Showcase. Disneyland covered 344 acres in Anaheim and the Disney World complex in Orlando included 28,000 acres of land (twice the size of Manhattan), most of which was undeveloped. Even before the Arvida acquisition, analysts estimated Disney’s raw-land holdings to be worth $300 million to $700 million. Disneyland was carried on the balance sheet at $20 million, although its replacement value was estimated to be $140 million. The company owned and operated hotels consisting of 400 units of vacation villas and 5,163 rooms in various locations. Management believed that its theme parks benefited substantially from its reputation in the entertainment business and from its other activities. There were 23 other major theme parks in the continental United States in 1984. Recently, theme parks in the South and Midwest had been sold for about two times operating income.

In film entertainment, the company produced movies for release under its own label as well as the Touchstone label, a brand oriented toward an adult audience. The company’s film library consisted of 25 full-length animated features in color, 123 full-length, live-action features, eight “true-life adventure” feature films, and over 500 other shorter films. Certain movies proved to be an enduring source of cash, as indicated by the billings of Snow White over the years, given in Exhibit 3. The company produced the television series Wonderful World of Disney from 1961 through 1981. The Disney Channel, a new venture into pay television, provided 19 daily hours of entertainment through cable-system operators. Exhibit 4 provides an overview of the competitors in the cable-programming services industry. Finally, the company marketed 114 films and cartoon titles to the home-entertainment market, principally for use with video recorders. The company’s studios included 44 acres in Burbank, California, and a ranch of 691 acres outside Burbank.

Real estate or community development was conducted through the company’s new subsidiary, Arvida Corporation, acquired on June 6, 1984. Whereas Arvida was not a factor in the performance predating the takeover bid, it now represented a significant asset in the valuation of the company. Arvida owned or controlled the development of 17,334 acres of land in Florida, Georgia, and California.

In the area of consumer products, the company licensed the name Walt Disney, its animated characters, literary properties, songs, and music to manufacturers, publishers, and retailers. Historically, the returns in the consumer products segment were quite high. For instance, in 1978 this segment gave a pretax return on assets of 179%.

Overall, Miller summed things up in the 1983 Annual Report, “We expect our company to flourish because we have created unique value along with competitive and strategic advantage in the marketplace.”

Financial Performance

In contrast to the upbeat optimism of management, consumers, and business pundits, securities analysts and some journalists were less enthusiastic. The performance of Walt Disney Productions in the aggregate is given in Exhibits 5 and 6. Exhibit 7 disaggregates corporate performance by business segment.

The lukewarm financial appraisal was motivated by worsening performance in the film and theme-park segments. In 1979, films accounted for 20% of pretax earnings and gave a pretax return on assets of 56%; in 1983, this segment lost $33 million. This disappointment was attributable to losses in the pay-TV startup operation, a $20 million write-off for a new-release film, Something Wicked This Way Comes, and cancellation of Wonderful World of Disney on CBS, which caused a decline of $16 million in TV revenues. Losses in this segment were not surprising, analysts contended, because only two out of ten films in general did better than breakeven. Indeed, the film-entertainment industry showed highly volatile operating performance (see Exhibit 8). But, as the market shares presented in Exhibit 9 suggest, some competitors were better positioned to withstand industry volatility than others. Industry observers also noted the large latent values in the studios’ film libraries (see Exhibit 10). Recent events in the industry were viewed as attempts to exploit these values: (1) Taft Broadcasting’s purchase of QM Productions and Worldvision in 1979; (2) HBO’s purchase of Filmways in 1982; and (3) purchase of Columbia Pictures by Coca Cola in 1982.

The theme-park performance was similarly lackluster. Disney’s attendance growth had been low or zero over the preceding decade, though as recently as 1978, the entertainment and recreation segment had shown a pretax return on assets of 15.7%. For the industry in general, attendance over those 10 years had grown at about 5% annually, but the benefits of this growth were diluted by inflation and narrowing margins (see Exhibit 11). The debuts of Disney World and EPCOT center had boosted attendance to a new level, but attendance dropped 8% in the final quarter of 1983, and another 19% in the first quarter of 1984. Analysts felt that, with 25 major theme parks in competition for an aging population (see Exhibit 12), demand was thoroughly saturated and park attendance would grow no more than 5% per year—one-third the rate of the 1970s. Indeed, a major question in analysts’ minds was why Disney had chosen to grow the theme-park segment as aggressively as it had. The initial cost estimate of Disney World/EPCOT Center had been $600 million; six years later, the cost had risen to $l.9 billion. One analyst commented, “The increment to the theme parks’ operating earnings from Disney’s … investment probably did not exceed $80 million before taxes. After charging itself with taxes, Disney is left with about $45 million. That represents less than a 4% return on EPCOT. If Disney had invested in Treasury Bills it could have done better.”[footnoteRef:2] [2: “Problems in Walt Disney’s Magic Kingdom,” BusinessWeek (March 12, 1984): 51. This estimate assumes an accrual-based investment of $1.125 billion; on a cash-based investment of $1.9 billion, the after-tax return on EPCOT would have been 2.4%.]

Disney’s stock price reflected this softened performance. As recently as April 1983, shares had traded at $84.38. Then, in November 1983, Disney announced a 17% drop in quarterly earnings. In response, the share price dropped from $62.38 to $47.50. Richard Simon, an analyst at Goldman Sachs, wrote:

Disney stock … has not been a growth vehicle for four years. We do not believe theme-park earnings will grow rapidly, and think that fiscal 1983’s operating earnings of $197 million was a higher plateau achieved because of EPCOT; nor do we believe the consumer product line is a dynamic growth area. As we have stated in the past, a more positive investment stance must be based on a turn in the company’s film business and pay-TV channels, both extremely risky endeavors.[footnoteRef:3] [3: Richard P. Simon, “Walt Disney Productions,” Investment Research (Goldman Sachs & Company, November 17, 1983): 1–2.]

Simon estimated the firm’s asset value per share at about $75, and forecast fiscal 1984 earnings per share to be $3.25; the current P/E was 15.

The stock price began to recover in January 1984, based on speculation that the company’s low debt, cash flow, and substantial assets made it a potential target of a leveraged buyout, according to some industry observers.[footnoteRef:4] [4: Gary Putka, “Disney’s Recent Buoyancy Tied to Assets Value,” Wall Street Journal, January 4, 1984.]

Question of Leadership

Some analysts doubted that this declining performance was temporary and pointed to the lack of creative leadership after the death of Walt Disney in 1966. One former executive said, “If there were projects under discussion, people would say, ‘Walt wouldn’t do that.’” And Dennis Forst, a securities analyst with Bateman Eichler, said, “Walt was a real genius. He was running the company 15 years after his death.”[footnoteRef:5] [5: Tom Nicholson, “Saving the Magic Kingdom,” Newsweek (October 4, 1984): 44.]

BusinessWeek noted:

Change will not come easily at Disney, partially because so many of its key executives worked under the founder that a Walt Disney cult developed.… Until recently, it appeared that new ventures were undertaken only if Walt had conceived them or if they seemed like projects he would have approved.[footnoteRef:6] [6: “Problems in Walt Disney’s Magic Kingdom,” BusinessWeek (March 12, 1984): 50.]

The Repurchase Proposal

As Miller pondered the question of whether to repurchase Steinberg’s holdings of Disney stock, he considered what price would be appropriate. (Exhibit 13 presents the time series of Disney’s stock price over a seven-month period.) He also wondered whether paying greenmail would be fair to other shareholders. And finally, he wondered whether—and, if so, how—this episode should change the management policies of the company.[footnoteRef:7] [7: Disney’s beta was 0.90. In June 1984, the average yield-to-maturity of one-year Treasury bonds was 12.08%. The average difference between the return on the market portfolio and the risk-free rate was 8.6%.]

Exhibit 1

Walt Disney Productions, June 1984

Consolidated Statement of Income, Capital Expenditures, Depreciation, and Assets

(Dollar amounts in thousands, except per-share data)

Year Ended September 30

1983 1982 1981

Revenues

Entertainment and recreation $1,031,202 $ 725,610 $ 691,811

Motion pictures 165,458 202,102 196,806

Consumer products and other 110,697 102,538 116,423

Total revenues 1,307,357 1,030,250 1,005,040

Costs and Expenses of Operations

Entertainment and recreation 834,324 592,965 562,337

Motion pictures 198,843 182,463 162,180

Consumer products and other 53,815 54,706 65,859

Total costs and expenses of operation 1,086,982 830,134 790,376

Operating Income (Loss) Before Corporate Expenses

Entertainment and recreation 196,876 132,645 129,474

Motion pictures (33,385) 19,639 34,626

Consumer products and other 56,882 47,832 50,564

Total operating income before corporate expenses 220,375 200,116 214,664

Corporate Expenses (Income)

General and administrative 35,554 30,957 26,216

Design projects abandoned 7,295 5,147 4,598

Interest expense (income) - net 14,066 (14,781) (33,130)

Total corporate expenses (income) 56,915 21,323 (2,316)

Income before Taxes on Income 163,460 178,793 216,980

Taxes on income 70,300 78,700 95,500

Net Income $ 93,160 $ 100,093 $ 121,480

Earnings per Share $2.70 $3.01 $3.72

Capital Expenditures

Entertainment and recreation $ 287,940 $ 645,632 $ 344,361

Motion pictures 1,845 2,794 4,040

Consumer products and other 222 66 277

Corporate 1,195 273 110

Depreciation Expense

Entertainment and recreation 88,059 40,078 37,338

Motion pictures 1,643 1,517 1,200

Consumer products and other 135 118 155

Corporate 347 204 193

Identifiable Assets

Entertainment and recreation 2,018,787 1,808,731 1,141,657

Motion pictures 180,201 146,337 157,106

Consumer products and other 37,381 34,129 39,239

Corporate $ 144,826 $ 113,619 $ 272,007

_____________________________________

Source: Form 10-K filed with the U.S. Securities and Exchange Commission by the company for 1983.

Exhibit 2

Walt Disney Productions, June 1984

Consolidated Balance Sheet

(Dollar amounts in thousands)

Year Ended September 30

1983 1982

ASSETS

Current Assets

Cash $18,055 $13,652

Accounts receivable 102,847 78,968

Income taxes refundable 70,000 41,000

Inventories 77,945 66,717

Film production costs 44,412 43,850

Prepaid expenses 19,843 18,152

Total current assets 333,102 262,339

Film Production Cost--Non-Current 82,598 64,216

Property, Plant and Equipment, at cost

Entertainment attractions, buildings and equipment 2,251,297 1,916,617

Less accumulated depreciation (504,365) (419,944)

1,746,932 1,496,673

Construction and design projects in progress

Epcot Center 70,331 120,585

Other 37,859 39,601

Land 16,687 16,379

Other Assets 1,871,809 1,673,238

93,686 103,022

$2,381,195 $2,102,816

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable, payroll and other accrued liabilities $187,641 $240,753

Taxes on income 50,557 26,560

Total current liabilities 238,198 237,313

Long-Term Borrowings (including commercial paper

of $118,200 and $200,000) 346,325 315,000

Other Long-Term Liabilities and Non-Current Advances 110,874 94,739

Deferred Taxes on Income and Investment Credits 285,270 180,980

Stockholders Equity

Preferred shares, no par

Authorized—5,000,000 shares, none issued

Common shares, no par

Authorized—75,000,000 shares

Issued and outstanding—34,509,171 and 33,351,482 shares 661,934 588,250

Retained earnings 738,594 686,534

1,400,528 1,274,784

$2,381,195 $2,102,816

Source: Form 10-K filed with the SEC by the company for 1983.

Exhibit 3

Walt Disney Productions, June 1984

Annual Revenue from Snow White

(in millions of dollars)

Year Revenue

1937 $10.00

1944 4.0

1952 5.0

1958 6.5

1965 13.0

1967 23.0

1983 $28.5

Source: Donald Rosenthal, Buena Vista Pictures, Burbank, California.

Exhibit 4

Walt Disney Productions, June 1984

Cable Programming Services, December 1983

Service Systems Subscribers

Basic

ESPN 7,0741 28,500,000

WTBS 5,717 27,654,000

CBN Cable 3,900 23,000,000

CNN 4,186 22,626,000

USA 3,600 21,000,000

MTV 2,000 17,600,000

Nickelodeon 3,000 17,600,000

C-SPAN 1,200 16,000,000

Lifetime1 1,602 16,000,000

Cable Health 1,315 14,000,000

ARTS 1,936 12,500,000

Nashville Network 1,300 11,245,000

WGN 4,200 10,900,000

Satellite Program Network 460 10,440,000

Weather Channel 1,000 10,000,000

Daytime 734 10,000,000

MSN-Information Channel 521 8,685,000

CNN Headline 891 8,330,000

PTL Club 825 8,100,000

WOR 1,055 6,200,000

Black Entertainment TV 240 5,200,000

Learning Channel 474 3,913,000

Trinity Broadcast Network 290 3,350,000

National Jewish Network 165 3,200,000

Eternal Word TV Network 104 1,628,000

National Christian Network 108 1,434,353

Genesis Story Time (on CBN subcarrier) 1 6,000

Pay

HBO 5,200 13,500,000

Showtime 2,900 4,750,000

Cinemax 2,000 2,700,000

Movie Channel 2,700 2,000,000

Playboy 320 577,000

Disney 1,136 531,000

HTN Plus 400 250,000

Bravo 101 155,000

Galavision/SIN 160 120,000

Spotlight2 237 750,000

Pay-per-view

PPV Associates 250 7,600,000

Don King Sports & Entertainment 93 500,000

___________________________________________________________

1 Combination of CHN and Daytime as of February 1, 1983.

2 To be shut down January 31, 1984.

3 Includes other pay-TV outlets.

Source: “Broadcasting, December 12, 1983,” in H. L. Vogel, Entertainment Industry Economics (Cambridge: Cambridge University Press, 1986), 195.

Exhibit 5

Walt Disney Productions, June 1984

Selected Financial Data

(In thousands, except per-share and other data)

1983 1982 1981 1980 1979

Statement of Income Data

Revenue $1,307,357 $1,030,250 $ 1,005,040 $ 914,505 $ 796,773

Operating income before

corporate expenses 220,375 200,116 214,664 231,300 205,695

Corporate expenses 42,849 36,104 30,814 25,424 20,220

Interest expense (income)--net 14,066 (14,781) (33,130) (42,110) (28,413)

Taxes on income 70,300 78,700 95,500 112,800 100,000

Net income 93,160 100,093 121,480 135,186 113,788

Balance-sheet Data

Current assets 33,102 262,339 457,829 506,202 484,141

Property, plant, and equipment—

net of depreciation 1,871,809 1,673,238 1,069,369 762,546 648,447

Total assets 2,381,195 2,102,816 1,610,009 1,347,407 1,196,424

Current liabilities 238,198 237,313 181,573 145,291 119,768

Long-term obligations, including

commercial paper of $118,200—

1983 and $200,000C1982 457,199 409,739 171,886 30,429 18,616

Total liabilities and deferred

credits 980,667 828,032 442,891 272,609 235,362

Total net assets (stockholders

equity) 1,400,528 1,274,784 1,167,118 1,074,798 961,062

Statement of Changes in Financial

Position Data

Cash provided by operations 337,356 274,782 210,805 204,682 182,857

Cash dividends 41,100 39.742 32,406 23,280 15,496

Investment in property, plant

and equipment 333,738 614,416 333,407 149,674 56,629

Investment in film production

and programming 83,750 52,295 55,454 68,409 44,436

Per-Share Data

Net income (earnings) $2.70 $3.01 $3.72 $4.16 $3.51

Cash dividends 1.20 1.20 1.00 .72 .48

Average number of common and

common equivalent shares

outstanding during the year 34,481 33,225 32,629 32,513 32,426

Other Data

Stockholders at close of year 60,000 61,000 60,000 62,000 65,000

Employees at close of year 30,000 28,000 25,000 24,000 21,000

Source: Form 10-K filed with the SEC by the company for 1983.

UVA-F-0676

-2- UVA-F-0676

This case was prepared by Professor Robert F. Bruner. It was written as a basis for class discussion rather than to illustrate effective or ineffective handling of an administrative situation. Copyright 1985 by the University of Virginia Darden School Foundation, Charlottesville, VA. All rights reserved. To order copies, send an e-mail to [email protected]. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means—electronic, mechanical, photocopying, recording, or otherwise—without the permission of the Darden School Foundation. Rev. 1/02.

Exhibit 6

Walt Disney Productions, June 1984

Ratio Analysis by Year

1965 1966 1967 1968 1969 1970 1971 1972 1973 1974

Pretax margin 20.24% 20.13% 17.31% 19.36% 21.91% 26.16% 27.63% 22.58% 22.12% 20.59%

Asset turnover 1.41 1.25 1.08 0.97 0.74 0.66 0.46 0.60 0.60 0.60

= Pretax return on assets 28.53% 25.15% 18.73% 18.72% 16.12% 17.28% 12.69% 13.44% 13.22% 12.46%

(1 − tax rate) 0.51 0.53 0.55 0.49 0.49 0.50 0.55 0.54 0.56 0.55

= After-tax return on assets 14.59% 13.28% 10.38% 9.24% 7.84% 8.60% 6.99% 7.28% 7.42% 6.80%

Leverage (equity/assets) 0.61 0.64 0.66 0.59 0.59 0.72 0.70 0.70 0.75 0.74

= After-tax return on equity 24.05% 20.88% 15.78% 15.65% 13.36% 11.94% 9.96% 10.34% 9.88% 9.13%

Dividend payout rate 6.46% 6.22% 7.21% 9.62% 8.28% 7.65% 8.84% 6.84% 7.18% 7.21%

EPS $0.63 $0.67 $0.59 $0.67 $0.79 $0.90 $1.00 $1.42 $1.64 $1.66

BETA NA NA NA NA NA NA NA NA 1.23 1.35

Rate on one-year T-Bills 4.06% 5.07% 4.71% 5.45% 6.79% 6.49% 4.67% 4.77% 7.01% 7.71%

1975 1976 1977 1978 1979 1980 1981 1982 1983

Pretax margin 23.6% 24.01% 24.98% $25.57% 26.84% 27.12% 21.59% 17.35% 12.50%

Asset turnover 0.68 0.70 0.69 0.72 0.67 0.68 0.62 0.49 0.55

= Pretax return on assets 15.18% 16.93% 17.12% 18.51% 17.88% 18.40% 13.48% 8.50% 6.86%

(1 − tax rate) 0.53 0.53 0.52 0.52 0.53 0.55 0.56 0.56 0.57

= After-tax return on assets 8.10% 9.01% 8.92% 9.61% 9.51% 10.03% 7.55% 4.76% 3.91%

Leverage (equity/assets) 0.77 0.79 0.80 0.80 0.80 0.80 0.72 0.61 0.59

= After-tax return on equity 10.54% 11.38% 11.20% 12.05% 11.84% 12.58% 10.41% 7.85% 6.65%

Dividend payout rate 5.75% 4.90% 5.77% 10.44% 13.68% 17.31% 26.88% 39.87% 44.44%

EPS $2.00 $2.41 $2.53 $3.04 $3.51 $4.16 $3.72 $3.01 $2.70

BETA 1.45 1.50 1.55 1.50 1.40 1.35 1.15 1.05 1.00

Rate on one-year T-Bills 6.76% 5.88% 6.09% 8.34% 10.67% 12.05% 13.16% 11.10% 8.86%

_____________________________________

NA = Not available.

Sources of data underlying these ratios: Forms 10-K, Walt Disney Productions, and Value Line Investment Survey.

-12- UVA-F-0676

Exhibit 7

Walt Disney Productions, June 1984

Other Financial Data

(in thousands)

Entertainment and Recreation

1983 1982 1981 1980 1979

Walt Disney World

Admissions and rides $278,320 $153,504 $139,326 $130,144 $121,276

Merchandise sales 172,324 121,410 121,465 116,187 101,856

Food sales 178,791 121,329 114,951 106,404 95,203

Lodging 98,105 81,427 70,110 61,731 54,043

Disneyland

Admissions and rides 102,619 98,273 92,065 87,066 75,758

Food sales 45,699 44,481 44,920 41,703 35,865

Participant fees,

Walt Disney Travel Co.,

Tokyo Disneyland royalties

and other 83,044 28,502 29,828 28,005 26,843

Total revenues $1,031,202 $725,610 $691,811 $643,380 $571,079

Theme Park Attendance

Walt Disney World 22,712 12,560 13,221 13,783 13,792

Disneyland 9,980 10,421 11,343 11,522 10,760

Total 32,692 22,981 24,564 25,305 24,552

Motion Pictures

Theatrical

Domestic $38,635 $55,408 $54,624 $63,350 $49,594

Foreign 43,825 64,525 76,279 78,314 57,288

Television

Worldwide 27,992 44,420 43,672 19,736 27,903

Home Video and Non-Theatrical

Worldwide 55,006 37,749 22,231 10,565 9,273

Total revenues $165,458 $202,102 $196,806 $171,965 $144,058

Consumer Products and Other

Character merchandising $45,429 $35,912 $30,555 $29,631 $24,787

Publications 20,006 20,821 24,658 22,284 18,985

Records and music publishing 30,666 26,884 27,358 23,432 16,129

Educational media 10,269 15,468 21,148 21,908 19,967

Other 4,327 3,453 12,704 1,905 1,768

Total revenues $110,697 $102,538 $116,423 $ 99,160 $ 81,636

______________________________________

Source: Form 10-K filed with the SEC by the company for 1983.

-13- UVA-F-0676

Exhibit 8

Walt Disney Productions, June 1984

Filmed-Entertainment-Industry Operating Performance,

Major Theatrical Distributors, 1973–841

Operating Film Trade-Weighted2 Adjusted

Revenues Income Margin Inventory Dollar-Exchange- Operating Difference3

Year ($ millions) ($ millions) (%) ($ millions) Invent./Rev. Rate Index Income2 ($ millions)

1983 5,140.9 581.9 11.3 2,789 0.54 125.3 464.3 -117.6

1982 4,448.3 550.7 12.4 2,631 0.59 116.5 472.7 -78.0

1981 3,932.5 330.3 8.4 1,741 0.44 103.3 319.9 -10.4

1980 3,961.8 473.5 12.0 1,580 0.40 87.4 541.9 68.4

1979 3,630.2 643.3 17.7 1,043 0.29 88.1 730.4 87.1

1978 2,667.4 557.8 20.9 1,119 0.42 92.4 603.7 45.9

1977 2,217.8 394.1 17.8 857 0.39 103.4 381.3 -12.8

1976 1,847.1 289.8 15.7 817 0.44 105.6 274.4 -15.4

1975 1,733.6 323.5 18.7 721 0.42 98.5 328.4 4.9

1974 1,516.1 240.8 15.9 755 0.50 101.4 237.4 -3.4

1973 1,222.2 75.5 6.2 761 0.62 99.1 76.2 0.7

______________________________________

1 Includes fiscal-year data for Columbia Pictures, Disney, MCA, MGM/UA, Twentieth Century Fox, Warner Communications, and Paramount after 1978.

2 Because between 30% and 45% of gross rentals were generated outside of the domestic market, it is useful to adjust for changes in foreign-currency exchange rates. Adjusted operating income reflects operating performance net of exchange-rate fluctuations.

3 Adjusted operating income less regular operating income.

Source: Vogel, Entertainment Industry Economics, 46.

-15- UVA-F-0676

Exhibit 9

Walt Disney Productions, June 1984

Film Industry Market Shares1

Buena

Twentieth Warner Vista

Year Century Fox Bros. Paramount Columbia Universal MGM/UA (Disney)

1983 21% 17% 14% 14% 13% 10% 3%

1982 14 10 14 10 30 11 4

1981 13 18 15 13 14 9 4

1980 16 14 16 14 20 7 4

1979 9 20 15 11 15 15 4

1978 13 13 24 11 17 11 5

1977 20 14 10 12 12 18 6

1976 13 18 10 8 13 16 7

1975 14 9 11 13 25 11 6

1974 11 23 10 7 19 9 7

1973 19 16 9 7 10 11 7

1972 9 18 22 9 5 15 5

1971 12 9 17 10 5 7 8

1970 19% 5% 12% 8% 13% 9% 9%

___________________________________

1 Total domestic market shares do not add to 100%; residual amount accounted for by smaller distributors.

Source: Vogel, Entertainment Industry Economics, 47.

Exhibit 10

Walt Disney Productions, June 1984

Estimated Probable Minimum Library Values as of 1983

Value

($ millions) Approximate No. of Titles

Columbia Pictures 500 1,800 features

Disney 275 25 animated, 125 live action,

500 shorts

MGM/UA Entertainment 950 4,600 features (2,200 MGM),

1,310 shorts, 1,080 cartoons

Paramount 275 700 features

Twentieth Century Fox 350 1,400 features

Universal 700 3,000 features, 12,500

TV episodes

Warner Bros. 450 1,600 features

Total 3,450

Source: Vogel, Entertainment Industry Economics, 61.

Exhibit 11

Walt Disney Productions, June 1984

Revenue and Attendance Estimates for 35 U.S. Theme Parks

Total Total Per Capita Per Capita Consumer

Revenues Oper. Inc. Margin Revenues Oper. Inc. Price Deflator

Year ($ millions) ($ millions) (%) ($) ($) (1967 = 1.000)

1983 1,793.2 323.9 18.06 24.49 4.42 .335

1982 1,414.9 249.0 17.60 23.30 4.10 .346

1981 1,396.4 260.8 18.68 22.00 4.11 .367

1980 1,205.1 221.6 18.39 19.42 3.57 .405

1979 1,070.7 213.3 19.92 17.43 3.47 .460

1978 951.9 203.4 21.37 15.48 3.31 .512

1977 790.7 168.0 21.25 14.28 3.03 .551

1976 698.5 149.4 21.39 13.49 2.89 .587

1975 537.6 106.8 19.87 11.79 2.34 .620

CAGR1 16.25 14.88 9.57 8.27

_______________________________________________________________

1 Compound annual growth rate, 1975–83 (%).

Source: Vogel, Entertainment Industry Economics, 341.

Exhibit 12

Walt Disney Productions, June 1984

U.S. Population by Age Bracket:

Components of Change and Trends by Life Stage, 1970–95

A. Components of population change

Percentage distribution

Age 1970 1980 19901 19951

Under 5 8.4% 7.2% 7.7% 7.2%

5–19 29.3 24.6 21.0 21.2

20–29 15.1 18.2 16.0 13.8

30–59 33.2 34.3 38.3 40.9

60 and over 14.0 15.7 17.0 16.9

100.0% 100.0% 100.0% 100.0%

B. Population trends by life stage (millions)

Life stage 1970 1980 19901 19951

0–14 Children 57.9 51.3 54.6 56.7

15–24 Young adults 36.5 42.7 35.5 34.1

25–34 Peak family formation 25.3 37.6 43.5 40.5

35–44 Family maturation 23.1 25.9 37.8 42.0

45–54 Peak earning power 23.3 22.7 25.4 31.4

55–64 Childless parents 18.7 21.8 21.1 21.0

65 and retirement 20.1 25.7 31.8 34.0

Total population 205.1 227.7 249.7 259.6

___________________________________________________________

1 Forecast.

Source: U.S. Department of Commerce.

Exhibit 13

Walt Disney Productions, June 1984

Share Price of Walt Disney Productions

Date Price News

September 30, 1982 $57

September 30, 1983 $62

November 7, 1983 $62-3/8

November 10, 1983 47-1/2 Quarterly earnings

January 3, 1984 52-5/8

March 26, 1984 63-7/8 Takeover rumors

April 9, 1984 67 Steinberg acquired 6.3%

April 18, 1984 62-1/4 Quarterly earnings

May 2, 1984 66 Steinberg has 12.1%

May 18, 1984 63 Disney to buy Arvida

June 7, 1984 65-1/8 Disney to buy Gibson Greetings

June 11, 1984 $54-1/4 Steinberg tender offer for 49.9%