Bond Walt Disney Studios 0.875% ( US25468PCZ71 ) in USD

Issuer Walt Disney Studios
Market price 100 %  ⇌ 
Country  United States
ISIN code  US25468PCZ71 ( in USD )
Interest rate 0.875% per year ( payment 2 times a year)
Maturity 30/05/2017 - Bond has expired



Prospectus brochure of the bond Walt Disney US25468PCZ71 in USD 0.875%, expired


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 25468PCZ7
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Detailed description Walt Disney was a pioneering animator, film producer, and entrepreneur who created the globally renowned Walt Disney Company, revolutionizing animation and entertainment with iconic characters and innovative filmmaking techniques.

Walt Disney's US$500,000,000 0.875% bond (ISIN: US25468PCZ71, CUSIP: 25468PCZ7), issued in the United States and denominated in USD, matured on May 30, 2017, with a minimum trading size of 2,000 bonds, and received a rating of A+ from Standard & Poor's and A2 from Moody's, and has been redeemed at 100%.







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TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Rule 424(b)(5)
Registration No. 333-192690
Calculation of Registration Fee





Maximum
Maximum
Amount of
Title of Each Class of Securities
Amount to be
Offering Price
Aggregate
Registration
to Be Registered

Registered(1)

Per Unit

Offering Price

Fee(1)

0.875% Global Notes due 2017
$500,000,000 99.820% $499,100,000


1.850% Global Notes due 2019
$750,000,000 99.900% $749,250,000


4.125% Global Notes due 2044
$500,000,000 99.829% $499,145,000


Floating Rate Global Notes due
2019
$250,000,000 100.00% $250,000,000


Total
$2,000,000,000

$1,997,495,000 $257,277.36

(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
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Pricing Supplement No. 1
(To Prospectus Supplement dated December 6, 2013 and
Prospectus dated December 6, 2013)
$500,000,000 0.875% Global Notes Due 2017
$500,000,000 4.125% Global Notes Due 2044
Issue price: 99.820%
Issue price: 99.829%

$750,000,000 1.850% Global Notes Due 2019
$250,000,000 Floating Rate Global Notes Due 2019
Issue price: 99.900%
Issue price: 100.000%
The 0.875% Global Notes Due 2017 (the "2017 Notes") will mature on May 30, 2017, the 1.850% Global Notes Due 2019 (the "2019 Notes") will mature on May 30, 2019,
the 4.125% Global Notes Due 2044 (the "2044 Notes" and, together with the 2017 Notes and the 2019 Notes, the "Fixed Rate Notes") will mature on June 1, 2044 and the Floating
Rate Global Notes Due 2019 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes") will mature on May 30, 2019. We will pay interest on the 2017 Notes
and the 2019 Notes on each May 30 and November 30, commencing on November 30, 2014. We will pay interest on the 2044 Notes on each June 1 and December 1, commencing
on December 1, 2014. The Floating Rate Notes will bear interest at a rate per annum equal to three-month U.S. dollar LIBOR (as defined in the accompanying prospectus
supplement) plus 31 basis points, accruing from June 2, 2014 and reset quarterly, determined as provided in this pricing supplement and the accompanying prospectus supplement.
We will pay interest on the Floating Rate Notes on each February 28, May 30, August 30, and November 30, commencing on August 30, 2014, subject to adjustment as provided in
the accompanying prospectus supplement if any such date is not a business day (as defined in the accompanying prospectus supplement), and at maturity. The 2017 Notes, the 2019
Notes, the 2044 Notes and the Floating Rate Notes will be part of a single series of our senior debt securities under the indenture (as defined in the accompanying prospectus
supplement) designated as Medium-Term Notes, Series F. The 2017 Notes, the 2019 Notes, the 2044 Notes and the Floating Rate Notes are sometimes referred to, individually, as a
"tranche" of Notes. The Fixed Rate Notes of each tranche may be redeemed, in whole or in part, at our option, at any time or from time to time prior to stated maturity at the
redemption prices described in this pricing supplement under "Description of the Notes--Optional Redemption." The Floating Rate Notes will not be subject to redemption at our
option except as described in the immediately fol owing sentence. The Notes of each tranche may also be redeemed at our option, in whole but not in part, if certain events occur
involving U.S. taxation as described under "Description of the Notes--Redemption for Tax Purposes" in the accompanying prospectus supplement. The Notes will be offered and
sold in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.
See "Risk Factors" beginning on page S-3 of the accompanying prospectus supplement for a discussion of certain risks that should be considered in
connection with an investment in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
pricing supplement or the accompanying prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.




Underwriting
Proceeds to
Price to
Discounts and
Disney, Before


Public(1)
Commissions
Expenses

Per
2017
Note
99.820% 0.200% 99.620%

Total
$499,100,000 $1,000,000 $498,100,000

Per
2019
Note
99.900% 0.350% 99.550%

Total
$749,250,000 $2,625,000 $746,625,000

Per
2044
Note
99.829% 0.750% 99.079%

Total
$499,145,000 $3,750,000 $495,395,000

Per Floating Rate Note

100.000%
0.350%
99.650%

Total
$250,000,000
$875,000 $249,125,000

(1)
Plus accrued interest, if any, from June 2, 2014.
The underwriters expect that delivery of the Notes will be made to investors on or about June 2, 2014 in book-entry form through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear System.
Joint Book-Running Managers
Citigroup

Deutsche Bank Securities
HSBC

Morgan Stanley

Wells Fargo Securities
Co-Managers
Banca IMI

BNY Mellon Capital Markets, LLC

SunTrust Robinson Humphrey

US Bancorp
Junior Co-Managers
Blaylock Beal Van, LLC

CastleOak Securities, L.P.

MFR Securities, Inc.
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Mischler Financial Group, Inc.

Ramirez & Co., Inc.

May 28, 2014
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TABLE OF CONTENTS


Page
Pricing Supplement

Description of the Notes
PS-3

Use of Proceeds
PS-7

Underwriting
PS-8

General Information
PS-11
Prospectus Supplement

Risk Factors
S-3

Important Currency Information
S-7

Description of the Notes
S-7

Material United States Federal Income Tax Considerations
S-42

Plan of Distribution
S-48

Legal Matters
S-53
Prospectus

About this Prospectus
3

Forward-Looking Information
3

Our Company
3

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
6

General Description of Securities that We 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
28

Description of Purchase Contracts
29

Description of Units
30

Plan of Distribution
30
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Where You Can Find More Information
32

Legal Matters
33

Experts
33
You should rely only on the information contained or incorporated by reference in this pricing supplement and the
accompanying prospectus supplement and prospectus and in any free writing prospectus we may provide you in connection
with the offering of the Notes. We have not authorized anyone to provide you with information that is different. This pricing
supplement may only be used where it is legal to sell these securities. The information in this pricing supplement may only be
accurate on the date of this document.
References in this pricing supplement to "Disney," "the Company," "we," "us," "our" and similar references refer to The Walt
Disney Company, excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. In this pricing
supplement and the accompanying prospectus supplement and prospectus, unless otherwise specified or the context otherwise
requires, references to "U.S. dollars," "dollars," "$" and "U.S.$" are to the currency of the United States of America.
PS-2
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DESCRIPTION OF THE NOTES
General
The 2017 Notes, the 2019 Notes, the 2044 Notes and the Floating Rate Notes will be part of a single series of the Company's
senior debt securities (as defined in the accompanying prospectus) under the indenture (as defined in the accompanying prospectus
supplement) designated as Medium-Term Notes, Series F. The 2017 Notes, the 2019 Notes, the 2044 Notes and the Floating Rate
Notes are sometimes referred to, individually, as a "tranche" of Notes. The following summary of some of the provisions of the Notes
and the indenture supplements and, to the extent inconsistent, replaces, and should be read together with, the general description of
some of the provisions of the Company's Medium-Term Notes, Series F and the indenture appearing in the accompanying prospectus
supplement under "Description of the Notes" and in the accompanying prospectus under "Description of Debt Securities." The
following summary is not complete and is subject to, and qualified in its entirety by reference to, the indenture and the forms of the
Notes, copies of which have been or will be filed or incorporated by reference as exhibits to the registration statement of which this
pricing supplement is a part or as exhibits to documents incorporated by reference in the accompanying prospectus.
We are issuing $500,000,000 aggregate principal amount of 2017 Notes, $750,000,000 aggregate principal amount of 2019
Notes, $500,000,000 aggregate principal amount of 2044 Notes and $250,000,000 aggregate principal amount of Floating Rate Notes,
subject to our right from time to time, without the consent of holders of the Notes, to issue additional Notes of any tranche as
described in the accompanying prospectus supplement under "Description of the Notes--Reopening of Issue."
The 2017 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on May 30, 2017
and will bear interest from June 2, 2014 at the rate of 0.875% per annum. The 2019 Notes will be "fixed rate notes" as defined in the
accompanying prospectus supplement, will mature on May 30, 2019 and will bear interest from June 2, 2014 at the rate of 1.850%
per annum. The 2044 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on June 1,
2044 and will bear interest from June 2, 2014 at the rate of 4.125% per annum. Interest on the 2017 Notes, the 2019 Notes and the
2044 Notes will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2017 Notes and the 2019 Notes
will be payable semiannually in arrears on May 30 and November 30 of each year, commencing on November 30, 2014, to the
persons in whose names such Notes (or one or more predecessor Notes of the applicable tranche) are registered at the close on
business on the May 15 or November 15, as the case may be, immediately preceding the applicable interest payment date. Interest on
the 2044 Notes will be payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2014,
to the persons in whose names such Notes (or one or more predecessor Notes of such tranche) are registered at the close of business
on the May 15 or November 15, as the case may be, immediately preceding the applicable interest payment date.
The Floating Rate Notes will be "floating rate notes" and will mature on May 30, 2019. The Floating Rate Notes will bear
interest at a rate per annum equal to three-month U.S. dollar "LIBOR," plus 31 basis points (which, as described below, is the
"spread" applicable to the Floating Rate Notes), accruing from June 2, 2014 and reset quarterly, determined as provided below and in
the accompanying prospectus supplement. The "base rate" applicable to the Floating Rate Notes will be "LIBOR," determined on the
basis of an "index maturity" of three months and an "index currency" of U.S. dollars. The "spread" used to determine the interest rate
on the Floating Rate Notes will, as described above, be plus 31 basis points. The "LIBOR page" used to determine the interest rate on
the Floating Rate Notes will be the display on Reuters (or any successor service) on the LIBOR 01 page (or any other page as may
replace such page on such service or any such successor service, as the case may be) for the purpose of displaying the London
interbank rates of major banks for U.S. dollars. The "interest reset period" applicable to the Floating Rate Notes will be quarterly and
the "interest reset dates" will
PS-3
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be each February 28, May 30, August 30 and November 30, commencing August 30, 2014, subject to adjustment as provided in the
accompany prospectus supplement if any such date is not a "business day." Terms set forth in quotation marks in this paragraph and
the immediately following four paragraphs and not defined in this pricing supplement have the respective meanings set forth in the
accompanying prospectus supplement.
The "initial interest rate" on the Floating Rate Notes, which will be applicable for the period from and including June 2, 2014 to
but excluding the "interest reset date" falling in August 2014, will be 0.53735% per annum. The interest rate on the Floating Rate
Notes will be reset on each "interest reset date," beginning with the "interest reset date" falling in August 2014, as provided in the
accompanying prospectus supplement and this pricing supplement.
Interest on the Floating Rate Notes will be payable quarterly in arrears on each February 28, May 30, August 30 and
November 30 (each, a "Floating Rate interest payment date"), commencing on August 30, 2014, subject to adjustment as provided in
the accompanying prospectus supplement if any such date is not a "business day," and at "maturity." The interest payable on any
Floating Rate interest payment date will be paid to the persons in whose name the Floating Rate Notes (or one or more predecessor
Floating Rate Notes) are registered at the close of business on the fifteenth day (whether or not a "business day") immediately
preceding such Floating Rate interest payment date; provided that interest payable at "maturity" of the Floating Rate Notes will be
payable to the persons to whom principal is payable.
The calculation of the interest rate on the Floating Rate Notes will be made by Wells Fargo Bank, National Association, as
"calculation agent." Any such calculation by the "calculation agent" shall be conclusive and binding on us, the trustee under the
indenture and the holders of the Floating Rate Notes, absent manifest error.
We will not have the option to change the "spread" on the Floating Rate Notes or the method of calculation of interest on the
Notes as described in the accompanying prospectus supplement under the caption "Description of the Notes--Subsequent Interest
Periods."
The Notes will be denominated and payable in U.S. dollars and will be offered, sold and issued in denominations of $2,000 and
any integral multiples of $1,000 in excess thereof. The Notes will not be entitled to the benefit of any sinking fund and the Company
will not be required to repurchase the Notes at the option of the holders.
The Notes of each tranche will be issued in fully registered form without coupons and will be evidenced by one or more Notes
in permanent global form ("Global Securities") registered in the name of a nominee of The Depository Trust Company ("DTC"). You
will not be entitled to receive physical delivery of Notes in definitive form except under the limited circumstances described in the
accompanying prospectus supplement under "Description of the Notes--Book-Entry Notes and Information Relating to DTC."
Additional Amounts
The provisions described in the accompanying prospectus supplement under the caption "Description of the Notes--Payment of
Additional Amounts" will apply to the Notes.
Optional Redemption
The Floating Rate Notes will not be subject to redemption at our option except under the circumstances described below under
"--Redemption for Tax Purposes."
PS-4
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The Fixed Rate Notes of any tranche may be redeemed, in whole or in part, at the option of the Company, at any time or from
time to time prior to their stated maturity, at a redemption price equal to the greater of the following amounts:
(1) 100% of the principal amount of the Fixed Rate Notes of such tranche to be redeemed; or
(2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the
remaining scheduled payments of principal of and interest on the Fixed Rate Notes of such tranche to be redeemed (not
including any portion of any payments of interest accrued to the applicable redemption date) discounted to such redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 5 basis points in the case of the 2017 Notes, 5 basis points in the case of the 2019 Notes and 15 basis points in
the case of the 2044 Notes,
plus, in the case of both clauses (1) and (2) above, accrued and unpaid interest on the principal amount of the Fixed Rate Notes of
such tranche being redeemed to such redemption date.
Notwithstanding the foregoing, installments of interest on the Fixed Rate Notes of any tranche that are due and payable on an
interest payment date falling on or prior to a redemption date for the Fixed Rate Notes of such tranche will be payable to the
registered holders of such Fixed Rate Notes (or one or more predecessor Fixed Rate Notes of such tranche) of record at the close of
business on the relevant regular record date, all as provided in the indenture.
"Treasury Rate" means, with respect to any redemption date for the Fixed Rate Notes of any tranche, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
The Treasury Rate will be calculated on the third business day preceding the applicable redemption date. As used in the
preceding sentence and in the definition of "Reference Treasury Dealer Quotation" below, the term "business day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York.
"Comparable Treasury Issue" means, with respect to any redemption date for the Fixed Rate Notes of any tranche, the United
States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the
Fixed Rate Notes of such tranche that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Fixed Rate Notes.
"Comparable Treasury Price" means, with respect to any redemption date for the Fixed Rate Notes of any tranche, (i) if the
Independent Investment Banker obtains five Reference Treasury Dealer Quotations for that redemption date, the average of those
Reference Treasury Dealer Quotations after excluding the highest and lowest of those Reference Treasury Dealer Quotations, (ii) if
the Independent Investment Banker obtains fewer than five but more than one such Reference Treasury Dealer Quotations, the average
of all of those quotations, or (iii) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation,
such quotation.
"Independent Investment Banker" means one of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities
(USA) Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC and their respective successors appointed by the Company
to act as the Independent Investment Banker from time to time, or if any such firm is unwilling or unable to serve in that
PS-5
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capacity, an independent investment banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means, with respect to any redemption date for the Fixed Rate Notes of any tranche, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC and a Primary Treasury
Dealer (as defined below) selected by Wells Fargo Securities, LLC and their respective successors; provided that, if any such firm
ceases to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), the Company will
substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date for the
Fixed Rate Notes of any tranche, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding that
redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of
the Fixed Rate Notes of any tranche to be redeemed. If fewer than all of the Fixed Rate Notes of any tranche and all Additional Notes
(as defined in the accompanying prospectus supplement), if any, with the same stated maturity and other terms (other than original
issue date, issue price and first payment of interest) as the Fixed Rate Notes of such tranche are to be redeemed at any time, selection
of such Fixed Rate Notes and Additional Notes, if any, for redemption will be made by the trustee (as defined in the accompanying
prospectus supplement) by such method as the trustee shall deem fair and appropriate. If any Fixed Rate Note is to be redeemed in
part, such Fixed Rate Note must be redeemed in a minimum principal amount of $2,000 or a multiple of $1,000 in principal amount in
excess thereof; provided that the unredeemed portion of any Fixed Rate Note must be an authorized denomination.
Unless the Company defaults in payment of the redemption price, interest on each Fixed Rate Note or portion thereof called for
redemption will cease to accrue on the applicable redemption date.
Redemption for Tax Purposes
The Company may, at its option, redeem, as a whole but not in part, the Notes of any tranche and all Additional Notes, if any,
with the same stated maturity and other terms (other than original issue date, issue price and first payment of interest) as the Notes of
such tranche, on not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to the redemption date on the other terms and subject to the conditions described in the
accompanying prospectus supplement under the caption "Description of the Notes--Redemption for Tax Purposes." Notwithstanding
the foregoing, installments of interest on Fixed Rate Notes of any tranche that are due and payable on an interest payment date falling
on or prior to the redemption date of Fixed Rate Notes of such tranche will be payable to the registered holders of such Fixed Rate
Notes (or one or more predecessor Notes of that tranche) of record at the close of business on the relevant regular record date, all as
provided in the indenture.
Material United States Federal Income Tax Considerations
For a discussion of the material United States federal income tax considerations related to the acquisition, ownership and
disposition of the Notes, please see "Material United States Federal Income Tax Considerations" in the accompanying prospectus
supplement, as supplemented by the discussion in the immediately following paragraph captioned "Backup Withholding Rates." In that
regard, the Floating Rate Notes will be "variable rate debt instruments" as described in the accompanying
PS-6
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prospectus supplement under the caption "Material United States Federal Income Tax Considerations--United States Holders
--Floating Rate Notes."
Backup Withholding Rates
The backup withholding rate is currently 28% for payments on the Notes (including gross proceeds from a sale of the Notes) that
are subject to backup withholding. The backup withholding rate did not increase to 31% for payments made after December 31, 2010.
USE OF PROCEEDS
We will receive $1,989,245,000 of net proceeds (after deducting underwriting discounts and commissions but before deducting
estimated offering expenses payable by us) from the sale of the Notes. We intend to use the net proceeds from the sale of the Notes for
general corporate purposes, which may include among others, the general corporate purposes identified in the accompanying
prospectus under the caption "Use of Proceeds."
PS-7
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