Bond Disney Enterprises 7% ( US25468PBW59 ) in USD

Disney Enterprises

113.382 % ▼

United States

US25468PBW59 ( in USD )

7% per year ( payment 2 times a year)

29/02/2032

Prospectus brochure of the bond Walt Disney Company US25468PBW59 en USD 7%, maturity 29/02/2032

1 000 USD

500 000 000 USD

25468PBW5

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

01/09/2026 ( In 150 days )

The Walt Disney Company is a multinational mass media and entertainment conglomerate headquartered in Burbank, California, known for its diverse holdings including film studios, theme parks, television networks, and streaming services.

The Bond issued by Disney Enterprises ( United States ) , in USD, with the ISIN code US25468PBW59, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/02/2032

The Bond issued by Disney Enterprises ( United States ) , in USD, with the ISIN code US25468PBW59, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Disney Enterprises ( United States ) , in USD, with the ISIN code US25468PBW59, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Page 1 of 69
424B3 1 a2071704z424b3.htm 424B3
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Filed Pursuant To Rule 424(b)(3)
Registration No. 333-67870
Pricing Supplement
(To Prospectus Supplement dated September 24, 2001 and
Prospectus dated August 23, 2001)

$1,250,000,000 6.375% Global Notes due 2012
Issue price: 99.781%
$500,000,000 7.00% Global Notes due 2032
Issue price: 99.170%
Interest payable March 1 and September 1
The 6.375% Global Notes will mature on March 1, 2012 and the 7.00% Global Notes will mature on March 1, 2032. Interest will accrue from February 28, 2002. The
Notes are not redeemable prior to maturity unless certain events occur involving U.S. taxation. See "Description of the Notes --Redemption for Tax Purposes." The
Notes will be offered and sold in multiples of U.S.$1,000.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this pricing
supplement, the prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Price to
Proceeds
Public
Underwriting Discounts
to Disney

Per 6.375% Global Note

99.781%

.450%

99.331%
Total

$1,247,262,500

$5,625,000

$1,241,637,500
Per 7.00% Global Note

99.170%

.875%

98.295%
Total

$495,850,000

$4,375,000

$491,475,000
The underwriters have agreed to purchase all the Notes if any Notes are purchased. We expect that delivery of the Notes will be made to investors on or about
February 28, 2002 in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream or Euroclear.
Joint Book-Running Lead Managers (6.375% Global Notes and 7.00% Global Notes)
JPMorgan Salomon Smith Barney
Joint Lead Managers (6.375% Global Notes)
BNP PARIBAS

Deutsche Banc Alex. Brown
Joint Lead Managers (7.00% Global Notes)
Barclays Capital

HSBC
Senior Co-Managers (6.375% Global Notes)
Banc of America Securities LLC

Credit Suisse First Boston

Lehman Brothers
Co-Managers (6.375% Global Notes)
Bear, Stearns & Co. Inc.

Blaylock & Partners, L.P.
BMO Nesbitt Burns

Fleet Securities, Inc.
Mizuho International plc

SunTrust Robinson Humphrey
Wells Fargo Brokerage Services, LLC

The Williams Capital Group, L.P.
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Co-Managers (7.00% Global Notes)
Caboto IntesaBci

ING
February 21, 2002
You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you
with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be
accurate on the date of this document.
In this pricing supplement and accompanying prospectus supplement and prospectus, unless otherwise specified or the context otherwise requires, references to
"dollars", "$" and "U.S. $" are to United States dollars.

TABLE OF CONTENTS
Page

Pricing Supplement
Description of the Notes

PS -3
Underwriting

PS-10
General Information

PS-12
Prospectus Supplement
Risk Factors

S-3
European Monetary Union

S-7
Use of Proceeds

S-7
Description of the Notes

S-7
Material United States Federal Tax Considerations

S-37
Plan of Distribution

S-42
Legal Matters

S-43
Prospectus
Forward-Looking Information

3
Our Company

4
The Disney Capital Trusts

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

6
General Description of Securities that We or the Trusts May Sell

6
Description of Debt Securities

7
Description of Preferred Stock

19
Description of Depositary Shares

22
Description of Common Stock

25
Description of Warrants

27
Description of Trust Preferred Securities

29
Description of Purchase Contracts

47
Description of Units

47
Plan of Distribution

47
Where You Can Find More Information

49
Legal Matters

50
Experts

50
PS-2

DESCRIPTION OF THE NOTES
The 6.375% Global Notes and the 7.00% Global Notes will each be issued as a part of a series of senior debt securities designated as Medium-Term Notes,
Series B and issued under a senior debt security indenture, dated as of September 24, 2001 (the "indenture"), between Disney and Wells Fargo Bank, N.A., as trustee
(the "trustee"). The Medium-Term Notes are currently limited to $6,195,000,000 aggregate initial offering price or the equivalent thereof in one or more foreign or
composite currencies or currency units and the 6.375% Global Notes and the 7.00% Global Notes are currently limited to $1,250,000,000 and $500,000,000 aggregate
principal amount, respectively. The following summary of certain provisions of the 6.375% Global Notes and the 7.00% Global Notes, of the Medium -Term Notes and
of the indenture is not complete and is qualified in its entirety by reference to the indenture, a copy of which has been filed as an exhibit to the registration statement of
which this pricing supplement and the accompanying prospectus supplement and prospectus are a part. Capitalized terms used but not defined in this pricing supplement
or in the accompanying prospectus supplement or prospectus have the meanings given to them in the indenture. The term "securities," as used in this pricing
supplement, refers to all securities issuable from time to time under the indenture and includes the Medium -Term Notes. The term "Medium-Term Notes" includes the
6.375% Global Notes and the 7.00% Global Notes, and the term "Notes" refers collectively to the 6.375% Global Notes and the 7.00% Global Notes.
General
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All securities, including the 6.375% Global Notes and the 7.00% Global Notes, to be issued under the indenture will be our senior unsecured obligations and will
rank pari passu with all of our other senior unsecured indebtedness from time to time outstanding. The indenture does not limit the aggregate principal amount of
securities which may be issued thereunder, and securities may be issued thereunder from time to time as a single series or in two or more separate series up to the
aggregate principal amount from time to time authorized by us for each series. We may, from time to time, without the consent of the holders of the 6.375% Global
Notes or the 7.00% Global Notes, "re -open" the 6.375% Global Notes and the 7.00% Global Notes and issue additional 6.375% Global Notes or 7.00% Global Notes.
We may also provide for the issuance of additional Medium -Term Notes or other securities under the indenture in addition to the securities authorized as of the date of
this pricing supplement.
The 6.375% Global Notes will be fixed rate notes, will mature on March 1, 2012 and will bear interest from the date of issue at the rate of 6.375% per annum. The
7.00% Global Notes will be fixed rate notes, will mature on March 1, 2032 and will bear interest from the date of issue at the rate of 7.00% per annum. Interest on the
Notes will be payable semiannually in arrears on March 1 and September 1 of each year, commencing on September 1, 2002, to holders of the Notes on the fifteenth
day (whether or not a Business Day) immediately preceding the related interest payment date. Payments of principal of and interest on the Notes will be made by us
through the trustee to the Depositary (as defined below). See "Description of the Notes--Book-Entry Notes" in the accompanying prospectus supplement.
Redemption
Neither the 6.375% Global Notes nor the 7.00% Global Notes will be subject to redemption before maturity, by a sinking fund or otherwise, unless certain events
occur involving United States taxation. See "--Redemption for Tax Purposes."
PS-3

Payment of Additional Amounts
We will, subject to certain exceptions and limitations set forth below, pay to the holder of any Note who is a United States Alien (as defined below), as additional
interest, such amounts ("Additional Amounts") as may be necessary in order that every net payment on such Note (including payment of the principal of and interest on
such Note) by us or a paying agent, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed
upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in
such Note to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply to:
(a) any tax, assessment or other governmental charge that would not have been so imposed but for:
·
the existence of any present or former connection between such holder or beneficial owner of such Note (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such holder, if such holder is an estate or a trust, or a member or shareholder of such
holder, if such holder is a partnership or corporation) and the United States or any political subdivision or taxing authority thereof or
therein, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder)
being or having been a citizen or resident of the United States or treated as a resident thereof or being or having been engaged in a trade or
business or present therein or having or having had a permanent establishment therein; or

·
such holder's or beneficial owner's past or present status as a personal holding company, foreign personal holding company, foreign private
foundation or other foreign tax-exempt organization with respect to the United States, controlled foreign corporation for United States tax
purposes or corporation that accumulates earnings to avoid United States Federal income tax;
(b) any estate, inheritance, gift, excise, sales, transfer, wealth or personal property tax or any similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of a Note for payment
more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever
occurred later;
(d) any tax, assessment or other governmental charge that is payable otherwise than by withholding from a payment on a Note;
(e) any tax, assessment or other governmental charge required to be withheld by any paying agent from a payment on a Note, if such payment can be
made without such withholding by any other paying agent;
(f) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification,
information, documentation, identification or other reporting requirements concerning the nationality, residence, identity or connection with the United States
of the holder or beneficial owner of a Note if such compliance is required by statute or regulation of the United States or by an applicable tax treaty to which
the United States is a party as a precondition to relief or exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed on a holder that actually or constructively owns 10 percent or more of the combined
voting power of all classes of stock of
PS-4
Disney or that is a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or
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business;
(h) any tax, assessment or other governmental charge payable by means of deduction or withholding imposed on a payment to an individual and required
to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26th-27th
November, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);
nor shall Additional Amounts be paid with respect to a payment on a Note to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to
Additional Amounts (or payment of Additional Amounts would not have been necessary) had such beneficiary, settlor, member or beneficial owner been the holder of
such Note.
A "United States Alien" means any person that, for United States Federal income tax purposes, is a foreign corporation, a non -resident alien individual, a non-
resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non -resident alien fiduciary of a foreign estate or trust. "United States" means the United States of America
(including the States and the District of Columbia) and its territories, its possessions and other areas subject to its jurisdiction.
Redemption for Tax Purposes
If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in the official application (including a ruling by a court of competent jurisdiction in the United States)
or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the consummation of this offering, we
become or will become obligated to pay Additional Amounts as described above or (b) any act is taken by a taxing authority of the United States on or after the
consummation of this offering, whether or not such act is taken with respect to us or any affiliate, that results in a substantial likelihood that we will or may be required
to pay such Additional Amounts, then we may, at our option, redeem, as a whole, but not in part, the 6.375% Global Notes and/or the 7.00% Global Notes on not less
than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued thereon to the date fixed for
redemption; provided that we determine, in our business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable
measures available to us, not including substitution of the obligor under the 6.375% Global Notes and/or the 7.00% Global Notes or any action that would entail a
material cost to us. No redemption pursuant to (b) above may be made unless we shall have received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the United States results in a substantial likelihood that we will or may be required to pay Additional Amounts described above and we shall have
delivered to the trustee a certificate, signed by a duly authorized officer, stating that based on such opinion we are entitled to redeem the 6.375% Global Notes and/or
the 7.00% Global Notes pursuant to their terms.
Certain United States Tax Documentation Requirements
A beneficial owner of a Note will generally be subject to the 30% United States Federal withholding tax that generally applies to payments of interest on a
registered form debt obligation
PS-5
issued by a United States person, unless (a) each clearing system, bank or other financial institution that holds such beneficial owner's Note in the ordinary course of its
trade or business in the chain of intermediaries between such beneficial owner and the United States entity required to withhold tax complies with applicable
certification requirements and (b) one of the following steps is taken to obtain an exemption from or reduction of the tax:
Exemption for United States Aliens (IRS Form W -8BEN). A beneficial owner of a Note that is a United States Alien can obtain an exemption from the
withholding tax by providing a properly completed Internal Revenue Service Form W -8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding).
Exemption for United States Aliens with effectively connected income (IRS Form W-8ECI). A beneficial owner of a Note that is a United States Alien, including a
non-United States corporation or bank with a United States branch, that conducts a trade or business in the United States with which the interest income on a Note is
effectively connected, can obtain an exemption from the withholding tax by providing a properly completed IRS Form W -8ECI (Certificate of Foreign Person's Claim
for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States).
Exemption or reduced rate for United States Aliens entitled to the benefits of a treaty (IRS Form W-8BEN). A beneficial owner of a Note that is a United States
Alien entitled to the benefits of an income tax treaty to which the United States is a party can obtain an exemption from or reduction of the withholding tax (depending
on the terms of the treaty) by providing a properly completed IRS Form W -8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding).
Exemption for Non-United States Aliens (IRS Form W-9). A beneficial owner of a Note that is not a United States Alien can obtain an exemption from the
withholding tax by providing a properly completed IRS Form W -9 (Request for Taxpayer Identification Number and Certification).
United States Federal income tax reporting procedure. A beneficial owner of a Note, or, in the case of IRS Forms W -8BEN and W-8ECI, its agent, is required to
submit the appropriate IRS form under applicable procedures to the person through which the owner directly holds the Note. For example, if the beneficial owner is
listed directly on the books of Euroclear or Clearstream as the holder of the Note, the IRS form must be provided to Euroclear or Clearstream, as the case may be. Each
other person through which a Note is held must submit, on behalf of the beneficial owner, the IRS form (or in certain cases a copy thereof) under applicable procedures
to the person through which it holds the Note, until the IRS form is received by the United States person who would otherwise be required to withhold United States
Federal income tax from interest on the Note. For example, in the case of Notes held through Euroclear or Clearstream, the IRS form (or a copy thereof) must be
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received by the U.S. Depositary (as defined herein) of such clearing agency. Applicable procedures include additional certification requirements if a beneficial owner of
the Note provides an IRS Form W-8BEN to a securities clearing organization, bank or other financial institution that holds the Note on its behalf. See "Material United
States Federal Tax Considerations --Non-United States Holders" in the accompanying prospectus supplement.
Prospective investors should consult their tax advisors regarding the certification requirements for United States Aliens.
EACH HOLDER OF A NOTE SHOULD BE AWARE THAT IF IT DOES NOT PROPERLY PROVIDE THE REQUIRED IRS FORM, OR IF THE IRS FORM
(OR, IF PERMISSIBLE, A COPY OF SUCH FORM) IS NOT PROPERLY TRANSMITTED TO AND RECEIVED BY THE UNITED STATES PERSON
OTHERWISE REQUIRED TO WITHHOLD UNITED STATES FEDERAL INCOME TAX, INTEREST ON THE NOTE MAY BE SUBJECT TO UNITED
STATES WITHHOLDING TAX AT A 30% RATE AND THE HOLDER (INCLUDING THE BENEFICIAL
PS-6

OWNER) WILL NOT BE ENTITLED TO ANY ADDITIONAL AMOUNTS FROM US DESCRIBED UNDER THE SUBHEADING "--PAYMENT OF
ADDITIONAL AMOUNTS" WITH RESPECT TO SUCH TAX. SUCH TAX, HOWEVER, MAY IN CERTAIN CIRCUMSTANCES BE ALLOWED AS A
REFUND OR AS A CREDIT AGAINST SUCH HOLDER'S UNITED STATES FEDERAL INCOME TAX. THE FOREGOING DOES NOT DEAL WITH ALL
ASPECTS OF UNITED STATES FEDERAL INCOME TAX WITHHOLDING THAT MAY BE RELEVANT TO FOREIGN HOLDERS OF THE NOTES.
INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS FOR SPECIFIC ADVICE CONCERNING THE OWNERSHIP AND DISPOSITION OF
THE NOTES.
Book-Entry Notes
The Depositary, Clearstream and Euroclear. Upon issuance, the 6.375% Global Notes and the 7.00% Global Notes will be represented by one or more fully
registered global notes (the "Global Notes"). Each such Global Note will be deposited with, or on behalf of, The Depository Trust Company or any successor thereto
(the "Depositary"), as depositary, and registered in the name of Cede & Co. (the Depositary's partnership nominee). Unless and until it is exchanged in whole or in part
for Notes in definitive form, no Global Note may be transferred except as a whole by the Depositary to a nominee of the Depositary. Investors may elect to hold
interests in the Global Notes through either the Depositary (in the United States) or through Clearstream Banking, société anonyme, Luxembourg ("Clearstream") or
Euroclear Bank S.A./NV, as operator of the Euroclear System ("Euroclear"), if they are participants in such systems, or indirectly through organizations which are
participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the
books of the Depositary. Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries").
Clearstream advises that it is incorporated as a limited liability company under the laws of Luxembourg. Clearstream is owned by Cedel International, société
anonyme, and Deutsche Bourse AG. The shareholders of these two entities are banks, securities dealers and financial institutions. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through
electronic book -entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to
Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream has established an electronic bridge with Euroclear Bank
S.A./N.V. to facilitate settlement of trades between Clearstream and Euroclear. As a registered bank in Luxembourg, Clearstream is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector. Clearstream Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream Participants are limited to securities
brokers and dealers and banks, and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in the
Depositary.
Distributions with respect to the 6.375% Global Notes and the 7.00% Global Notes held beneficially through Clearstream will be credited to cash accounts of
Clearstream Participants in accordance with its rules and procedures, to the extent received by Clearstream.
PS-7

Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book -entry delivery against payment, thereby eliminating the need for physical movement of certificates and any
risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing, and interfaces with
domestic markets in several countries. The Euroclear system is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through a
license agreement by Euroclear Bank S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional
financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator advises that it is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All
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securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under
the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to the 6.375% Global Notes and the 7.00% Global Notes held beneficially through Euroclear will be credited to the cash accounts of
Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Global Clearance and Settlement Procedures. Initial settlement for the 6.375% Global Notes and the 7.00% Global Notes will be made in immediately available
funds. Secondary market trading between the Depositary Participants will occur in the ordinary way in accordance with the Depositary's rules and will be settled in
immediately available funds using the Depositary's Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream or
Euroclear Participants, on the other, will be effected in the Depositary in accordance with the Depositary's rules on behalf of the relevant European international
clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement
on its behalf by delivering or receiving 6.375% Global Notes or 7.00% Global Notes, as the case may be, in the Depositary, and making or receiving payment in
accordance with normal
PS-8

procedures for same-day funds settlement applicable to the Depositary. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the
Depositary.
Because of time-zone differences, credits of 6.375% Global Notes or 7.00% Global Notes received in Clearstream or Euroclear as a result of a transaction with a
Depositary Participant will be made during subsequent securities settlement processing and will be credited the business day following the Depositary settlement date.
Such credits or any transactions in such 6.375% Global Notes or 7.00% Global Notes settled during such processing will be reported to the relevant Euroclear or
Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of 6.375% Global Notes or 7.00% Global Notes by or
through a Clearstream Participant or a Euroclear Participant to a Depositary Participant will be received with value on the Depositary settlement date but will be
available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in the Depositary.
Although the Depositary, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the 6.375% Global Notes and the
7.00% Global Notes among participants of the Depositary, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures
and such procedures may be discontinued at any time.
PS-9

UNDERWRITING
Under the terms and subject to the conditions contained in the terms agreements dated the date hereof, the underwriters named below have severally agreed to
purchase, and we have agreed to sell to them severally, the respective amount of the Notes set forth opposite their names below. In the terms agreements, the
underwriters have agreed to purchase all of the Notes if any Notes are purchased.
Principal Amount
Underwriter
of 6.375% Notes

J.P. Morgan Securities Inc.

$
250,000,000
Salomon Smith Barney Inc.

250,000,000
BNP Paribas Securities Corp.

225,000,000
Deutsche Banc Alex. Brown Inc.

225,000,000
Banc of America Securities LLC

62,500,000
Credit Suisse First Boston Corporation

62,500,000
Lehman Brothers Inc.

62,500,000
Bear, Stearns & Co. Inc.

14,062,500
Blaylock & Partners, L.P.

14,062,500
BMO Nesbitt Burns Corp.

14,062,500
Fleet Securities, Inc.

14,062,500
Mizuho International plc

14,062,500
SunTrust Capital Markets, Inc.

14,062,500
Wells Fargo Brokerage Services, LLC

14,062,500
The Williams Capital Group, L.P.

14,062,500

Total

$
1,250,000,000

Principal Amount
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Underwriter
of 7.00% Notes

J.P. Morgan Securities Inc.

$
108,750,000
Salomon Smith Barney Inc.

108,750,000
Barclays Capital Inc.

108,750,000
HSBC Securities (USA) Inc.

108,750,000
Caboto IntesaBci SlM S.p.A.

32,500,000
Bank Brussel Lambert N.V.

32,500,000

Total

$
500,000,000

The underwriters propose to offer the Notes initially at the public offering prices on the cover page of this pricing supplement and to selling group members at
those prices less a concession of .300% and .500% of the principal amount of the 6.375% Global Notes and the 7.00% Global Notes, respectively. The underwriters and
selling group members may allow a discount of .125% and .250% of the principal amount of the 6.375% Global Notes and the 7.00% Global Notes, respectively, on
sales to other broker-dealers. After the initial public offering, the public offering prices and concessions and discounts to broker-dealers may be changed.
Disney has agreed to indemnify the underwriters against liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the
underwriters may be required to make in that respect.
PS -10

Certain of the underwriters and their affiliates have provided investment and/or commercial banking services to Disney in the past, and the underwriters and their
affiliates may provide these services in the future.
Each underwriter severally represents and agrees that: (i) it has not offered or sold, and prior to the date that is six months after the date of issue of the Notes will
not offer or sell, any Notes to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (as amended); (ii) it has complied, and will comply with, all applicable
provisions of the Financial Services and Markets Act 2000, known as FSMA, with respect to anything done by it in relation to the Notes in, from or otherwise involving
the United Kingdom; and (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in
circumstances in which Section 21(1) of the FSMA does not apply to Disney.
Each underwriter also has represented to and agrees with Disney that it has not offered, sold or delivered and that it will not offer, sell or deliver, directly or
indirectly, any of the Notes or distribute this pricing supplement and the accompanying prospectus supplement and prospectus or any other material relating to the
Notes, in or from any jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with the applicable laws and
regulations thereof.
Purchasers of the Notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to
the public offering price set forth on the cover page.
The Notes are a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the
Notes, but that they are not obligated to do so and may discontinue such market -making at any time without notice.
The underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
·
Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position.

·
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

·
Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover
syndicate short positions.

·
Penalty bids permit the underwriting syndicate to reclaim a selling concession from a syndicate member when the Notes originally sold by such
syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Notes to be higher than it would otherwise be in the absence
of such transactions. These transactions, if commenced, may be discontinued at any time.
We estimate that our share of the total expenses of the offering, excluding underwriting discounts, will be approximately $75,000.
PS -11

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We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this pricing supplement,
which is the fifth business day following the date of this pricing supplement (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the Exchange Act,
trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the Notes on the date of this pricing supplement or the next two succeeding business days will be required, by virtue of the fact that the
Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to
trade Notes on the date hereof or the next two succeeding business days should consult their own advisor.
Mizuho International plc, Caboto IntesaBci SlM S.p.A. and Bank Brussel Lambert N.V. are not United States registered broker-dealers and, therefore, to the
extent that they intend to effect any sales of Notes in the United States, they will do so through one or more United States registered broker -dealers as permitted by
NASD regulations.

GENERAL INFORMATION
The 6.375% Global Notes have been assigned CUSIP No. 25468PBX3, ISIN No. US25468PBX33 and Common Code No. 014418164. The 7.00% Global Notes
have been assigned CUSIP No. 25468PBW5, ISIN No. US25468PBW59 and Common Code No. 014418199.
PS -12
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 23, 2001)
$6,500,000,000

Medium-Term Notes, Series B
Due Nine Months or More From Date of Issue
We may offer from time to time Medium -Term Notes, Series B having an aggregate initial offering price of up to $6,500,000,000 or an equivalent amount in one or more foreign or composite currencies or currency
units. The following terms will generally apply to the notes that we may sell under this prospectus supplement and the attached prospectus. We will include information on the specific terms for each note in a pricing
supplement to this prospectus supplement that we will deliver to prospective purchasers of any note.
·
Currency Denomination : Each note will be denominated in U.S. dollars or in one or more foreign or composite currencies or currency units.
·
Maturity : Each note will mature on a business day nine months or more from the date of issue, as selected by the purchaser and agreed to by us.
·
Interest Rate : Each note will bear interest at (i) a fixed rate, which may be zero in the case of certain notes issued at a price representing a discount from the principal amount payable at maturity, (ii) a
floating rate that is reset daily, weekly, monthly, quarterly, semiannually or annually or (iii) a combination of fixed and floating rates.
·
Interest Accrual and Payment : Interest on fixed rate notes will accrue from their date of issue and, unless otherwise specified in the applicable pricing supplement, will be payable semiannually in
arrears on February 1 and August 1 of each year and at maturity. Interest on floating rate notes will accrue from their date of issue and, as specified in the applicable pricing supplement, will be
payable in arrears monthly, quarterly, semiannually or annually and at final maturity.
·
Redemption and Repurchase : The notes may be subject to redemption at our option, in whole or in part, prior to their stated maturity, if so provided in the applicable pricing supplement. Unless
otherwise provided in the applicable pricing supplement, the notes will not be subject to repurchase by us at the option of the holder of the notes.
·
Form of notes : Each note will be issued in fully registered book -entry form or definitive form. Each book -entry note will be represented by a global security deposited with or on behalf of The
Depository Trust Company (or another depositary identified in the applicable pricing supplement) and registered in the name of the depositary's nominee. Interests in book -entry notes will be shown
on, and transfers of book -entry notes will be effected only through, records maintained by the depositary and its participants. Book -entry notes will not be issuable as definitive notes except under the
limited circumstances described in this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement, the accompanying prospectus or any pricing
supplement is truthful and complete. Any representation to the contrary is a criminal offense.
Price to
Agents' Discounts
Proceeds to

Public(1)

and Commissions(2)

Company(2)(3)
Per Note

100%

.125% .750%

99.875% 99.250%
Total (4)

$6,500,000,000

$8,125,000$48,750,000

$6,491,875,000$6,451,250,000
We will issue the notes at 100% of their principal amount, unless otherwise specified in an applicable pricing supplement.
(1)
(2)
We will pay commissions to each agent, in the form of a discount, ranging from .125% to .750% of the price to the public of any note, depending on maturity, when the agent places such note, provided that
commissions for notes maturing in 30 years or greater will be negotiated. We may also sell notes to an agent, as principal, for resale to investors or other purchasers at varying prices related to prevailing market
prices at the time of resale or, if so agreed, at a fixed public offering price. We have agreed to indemnify the agents against certain liabilities, including liabilities under the Securities Act of 1933. See "Plan of
Distribution."
(3)
Before deducting expenses payable by us estimated at $1,100,000.
(4)
Or an equivalent amount in one or more foreign or composite currencies or currency units.
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The notes are being offered on a continuing basis by us through the agents listed below, who have agreed to act as agents for us in soliciting offers to purchase the notes. We may also sell notes to an agent, as principal,
for resale to investors or other purchasers, and we reserve the right to sell notes to or through others and directly to investors on our own behalf. We reserve the right to cancel or modify the offer made by this prospectus
supplement and the accompanying prospectus without notice. There is no termination date for the offering of the notes. Any offer to purchase notes solicited by us or by an agent may be rejected by us or the agent in whole or
in part. The notes will not be listed on any securities exchange, and there can be no assurance that the notes offered by this prospectus supplement will be sold or that there will be a secondary market for the notes.
Banc of America Securities LLC

Banc One Capital Markets, Inc.

Bear, Stearns & Co. Inc.

Credit Suisse First Boston

Goldman, Sachs & Co.

HSBC

JPMorgan

Lehman Brothers

Merrill Lynch & Co.

Morgan Stanley

Salomon Smith Barney

The Williams Capital Group, L.P.
The date of this Prospectus Supplement is September 24, 2001.

RISK FACTORS
Your investment in the notes involves certain risks. In consultation with your own financial and legal advisers, you should carefully consider, among other matters,
the following discussion of risks before deciding whether an investment in the notes is suitable for you. Notes are not an appropriate investment for you if you are
unsophisticated with respect to their significant components.
This prospectus supplement and the accompanying prospectus do not describe all the risks of an investment in notes denominated in, or the payment of which is
related to the value of, a foreign currency or a composite currency or currency unit or notes indexed to currency values, commodities or interest rate indices and we
disclaim any responsibility to advise prospective purchasers of such risks as they exist at the date of this prospectus supplement or as such risks may change from time
to time. You should consult your financial, legal and tax advisors as to the risks entailed in an investment in foreign currency notes or indexed notes. Such notes are not
an appropriate investment for prospective purchasers who are unsophisticated with respect to foreign currency or indexed transactions.
Notes Indexed to Interest Rate or Other Indices or Formulas May Have Risks Not Associated With a Conventional Debt Security
If you invest in notes indexed to one or more interest rate or other indices or formulas, you will be subject to significant risks not associated with a conventional
fixed rate or floating rate debt security. These risks include fluctuation of the particular indices or formulas and the possibility that you will receive a lower, or no,
amount of principal, premium or interest and at different times than you expected. We have no control over a number of matters, including economic, financial and
political events, that are important in determining the existence, magnitude and longevity of these risks and their results. In addition, if an index or formula used to
determine any amounts payable in respect of the notes contains a multiplier or leverage factor, the effect of any change in the particular index or formula will be
magnified. In recent years, values of certain indices and formulas have been volatile and volatility in those and other indices and formulas may be expected in the
future. However, past experience is not necessarily indicative of what may occur in the future.
Redemption May Adversely Affect Your Return on the Notes
If your notes are redeemable at our option, we may choose to redeem your notes at times when prevailing interest rates are relatively low. In addition, if your notes
are subject to mandatory redemption, we may be required to redeem your notes also at times when prevailing interest rates are relatively low. As a result, you generally
will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your notes being redeemed.
There May Not Be Any Trading Market for Your Notes; Many Factors Affect the Trading and Market Value of Your Notes
Upon issuance, your notes will not have an established trading market. We cannot assure you a trading market for your notes will ever develop or be maintained if
developed. In addition to our creditworthiness, many factors affect the trading market for, and trading value of, your notes. These factors include:
·
the complexity and volatility of the index or formula applicable to your notes;

·
the method of calculating the principal, premium and interest in respect of your notes;

·
the time remaining to the maturity of your notes;

·
the outstanding amount of your notes;

·
any redemption features of your notes;
S-3
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·
the amount of other debt securities linked to the index or formula applicable to your notes; and

·
the level, direction and volatility of market interest rates generally.
There may be a limited number of buyers when you decide to sell your notes. This may affect the price you receive for your notes or your ability to sell your notes
at all. In addition, notes that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility than
those not so designed. You should not purchase notes unless you understand and know you can bear all of the investment risks involving your notes.
Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes
The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to structure and other factors on any trading market for,
or trading value of, your notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, your notes.
Changes in Exchange Rates and Exchange Controls Could Result in a Substantial Loss to You
An investment in foreign currency notes, which are notes denominated in a specified currency other than U.S. dollars, entails significant risks that are not
associated with a similar investment in a security denominated in U.S. dollars. Similarly, an investment in an indexed note on which all or a part of any payment due is
based on a currency other than U.S. dollars has significant risks that are not associated with a similar investment in non -indexed notes. These risks include, but are not
limited to:
·
the possibility of significant market changes in rates of exchange between U.S. dollars and the specified currency;

·
the possibility of significant changes in rates of exchange between U.S. dollars and the specified currency resulting from official redenomination
relating to such specified currency; and

·
the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments.
These risks generally depend on factors over which we have no control and which cannot be readily foreseen, such as
·
economic events;

·
political events;

·
the supply of, and demand for, the relevant currencies;

·
inflation rates;

·
interest rate levels; and

·
governmental surpluses or deficits in the countries of the relevant currencies.
If payments on your notes denominated in a foreign currency are determined by reference to a formula containing a multiplier or leverage factor, the effect on any
change in the exchange rates between the applicable currencies will be magnified. In recent years, rates of exchange between the U.S. dollar and some foreign
currencies in which our notes may be denominated, and between these foreign currencies and other foreign currencies, have been volatile. This volatility may be
expected in the future. Fluctuations that have occurred in any particular exchange rate in the past are not necessarily indicative, however, of fluctuations that may occur
in the rate during the term of any foreign currency note. Depreciation of the specified currency of a foreign currency note against U.S. dollars would result in a decrease
in the effective yield of the foreign currency note below its coupon
S-4

rate and could result in a substantial loss to the investor on a U.S. dollar basis. In addition, depending on the specific terms of a currency linked note, changes in
exchange rates relating to any of the relevant currencies may result in a decrease in the note's effective yield and in your loss of all or a substantial portion of the
principal of that note.
Governments have imposed from time to time, and may in the future impose, exchange controls that could affect exchange rates as well as the availability of a
specified currency other than U.S. dollars at the time of payment of principal, any premium, or interest on a foreign currency note. There can be no assurance that
exchange controls will not restrict or prohibit payments of principal, any premium, or interest denominated in any specified currency.
Even if there are no actual exchange controls, it is possible that the specified currency would not be available to us when payments on such note are due because of
circumstances beyond our control. In this event, we will make required payments in U.S. dollars on the basis described in this prospectus supplement. However, if the
specified currency for any note is not available because the Euro has been substituted for that currency, we would make the payments in Euro. You should consult your
own financial and legal advisors as to the risks of an investment in notes denominated in a currency other than U.S. dollars. See "--The Unavailability of Currencies
Could Result in a Substantial Loss to You" and "Description of the Notes--Payment Currency" below.
The information set forth in this prospectus supplement is directed to prospective purchasers of notes who are United States residents, except to the extent
expressly set forth in "Material United States Federal Tax Considerations" below. We disclaim any responsibility to advise prospective purchasers who are residents of
countries other than the United States regarding any matters that may affect the purchase or holding of, or receipt of payments of principal, any premium, or interest on,
notes. Such persons should consult their advisors with regard to these matters. Any pricing supplement relating to notes having a specified currency other than U.S.
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