Obligation Walt Disney Studios 5.5% ( US25468PCK03 ) en USD

Société émettrice Walt Disney Studios
Prix sur le marché 100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US25468PCK03 ( en USD )
Coupon 5.5% par an ( paiement semestriel )
Echéance 15/03/2019 - Obligation échue



Prospectus brochure de l'obligation Walt Disney US25468PCK03 en USD 5.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 500 000 000 USD
Cusip 25468PCK0
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Walter Elias Disney était un producteur, réalisateur, scénariste, animateur et entrepreneur américain, pionnier du cinéma d'animation et fondateur de l'empire Walt Disney Company.

L'Obligation émise par Walt Disney Studios ( Etas-Unis ) , en USD, avec le code ISIN US25468PCK03, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2019







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424B3 1 a2191572z424b3.htm 424B3
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Calculation of Registration Fee

Title of each class of securities
Maximum aggregate
Amount of


to be registered
offering price
registration fee(1)(2)

Debt Securities

$499,090,000

$19,615

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, unused filing fees of $28,401 have
already been paid with respect to unsold securities that were previously registered pursuant to
Registration Statement No. 333-122139, filed by The Walt Disney Company on January 19, 2005, and
have been carried forward, of which $19,615 offset against the registration fee due for this offering and of
which $8,786 remains available for future registration fees. No additional registration fee has been paid
with respect to this offering.
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Rule 424(b)(3)
Registration No. 333-148043
PRICING SUPPLEMENT NO. 2 dated March 11, 2009
$500,000,000

5.50% Global Notes due 2019
This Pricing Supplement accompanies and supplements the Prospectus dated December 13, 2007 (the
"Prospectus"), as supplemented by the Prospectus Supplement, dated December 13, 2007 (the "Prospectus
Supplement").
The Notes have the following terms (as applicable):
Rate: ý Fixed Rate
o Floating Rate o Zero Coupon o Discount
Form: ý Book-Entry o Definitive


Title: 5.50% Global Notes due 2019
Principal Amount: $500,000,000
Denominations: $2,000 or any integral multiple of $1,000 in excess of $2,000
Original Issue Price: 99.818%
CUSIP No: 25468PCK0
ISIN No: US25468PCK03
Common Code No: 041849991
Proceeds to the Company: $496,840,000
Discount or Commission to Agents: 0.45%
Original Issue Discount: N/A
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Original Issue Date: March 16, 2009
Stated Maturity: March 15, 2019
Yield to Maturity: N/A
Initial Maturity (for Renewable Notes): N/A
Final Maturity (for Renewable Notes): N/A
Earliest Redemption Date: March 16, 2009
Redemption:
o
The Notes cannot be redeemed prior to stated maturity.
o
The Notes may be redeemed at par, in whole or in part, at the option of the Company, at any time
or from time to time on or after and prior to stated maturity, plus accrued interest to
the redemption date.
ý
The Notes may be redeemed, in whole or in part, at the option of the Company, at any time or
from time to time prior to stated maturity at a redemption price equal to the greater of the
following amounts, plus, in each case, accrued interest to the redemption date:
(1)
100% of the principal amount of the Notes 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 and interest on the Notes
to be redeemed (not including any portion of any payments of interest accrued as
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of the redemption date) discounted to the redemption date on a semiannual basis at the
Treasury Rate (as defined below) plus 37.5 basis points.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
"Treasury Rate" means, with respect to any redemption date, 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 redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed 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 those Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of five Reference
Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of those Reference
Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all of those quotations.
"Independent Investment Banker" means one of Deutsche Bank Securities Inc., HSBC Securities (USA) Inc.
or J.P. Morgan Securities Inc. 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
capacity, an independent investment and banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means: Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and J.
P. Morgan Securities Inc. and their respective successors; provided that, if any such firm ceases to be a primary U.
S. Government securities dealer in New York City ("Primary Treasury Dealer"), the Company will substitute
another Primary Treasury Dealer; and (ii) up to two other Primary Treasury Dealers selected by the Company.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any
redemption date, 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 Notes to be redeemed. If the Company elects to partially redeem the Notes, the trustee
will select, in a fair and appropriate manner, the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after the redemption date interest
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will cease to accrue on the Notes or portions of the Notes called for redemption.
PS-2
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Interest Rate Per Annum (for Fixed Rate Notes): 5.50%
Interest Payment Dates:

o Third Wednesday of each month

o Third Wednesday of each March, June, September and December

o Third Wednesday of each

and

o Third Wednesday of each

ý Other (specify): Interest Payment Dates shall be the 15th day of each March and September during the
term of the Notes, commencing on September 15, 2009.
Regular Record Dates:

ý Fifteenth day (whether or not a Business Day) immediately preceding the related Interest Payment
Date

o Other (specify):
Interest Payment Period:

o Monthly

o Quarterly

ý Semiannually

o Annually
Interest Reset Period: N/A

o Daily

o Weekly

o Monthly

o Quarterly

o Semiannually

o Annually
Interest Reset Dates: N/A

o As specified in Prospectus Supplement

o Other (specify)
Interest Determination Date: N/A

o As specified in Prospectus Supplement

o Other (specify)
Purchase of Notes at Option of Holder: N/A
Purchase Date(s): Purchase Price(s):
Additional Amounts: Upon certain customary events, we may be required to pay as additional interest certain
additional amounts in respect of certain tax withholdings.
Redemption for Tax Purposes: Redeemable at the Company's option at 100% of the principal amount of the
Notes upon certain customary tax events, as provided in the attached Prospectus
Supplement.
Calculation Agent: N/A
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Plan of Distribution: See below under "Underwriting"
Agent's Capacity:
o
As agent
ý
As principal
PS-3
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General Information Concerning Certain United States Tax Documentation Requirements
In general, a beneficial owner of a Note will be subject to the 30% United States Federal withholding tax
that generally applies to payments of interest on a registered form debt obligation 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 provides a properly completed Internal Revenue Service Form W-8BEN (Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding) that establishes an exemption from withholding
tax.
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, provides 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) that establishes an exemption from withholding tax.
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 provides a properly completed IRS Form W-8BEN (Certificate of
Foreign Status of Beneficial Owner for United States Tax Withholding) that establishes an exemption from or
reduction of the withholding tax (depending on the terms of the treaty).
Exemption for Non-United States Aliens (IRS Form W-9). A beneficial owner of a Note that is not a United
States Alien provides a properly completed IRS Form W-9 (Request for Taxpayer Identification Number and
Certification) that establishes an exemption from withholding tax.
A beneficial owner of a Note 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. 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 Prospectus Supplement.
Prospective investors should consult their tax advisors regarding the certification requirements for United
States Aliens.
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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
PS-4
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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 OWNER)
WILL NOT BE ENTITLED TO ANY ADDITIONAL AMOUNTS FROM US DESCRIBED UNDER THE
SUBHEADING "DESCRIPTION OF THE NOTES--PAYMENT OF ADDITIONAL AMOUNTS" IN THE
PROSPECTUS SUPPLEMENT 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 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, N.A., will act as depositary for
Euroclear (in such capacities, the "U.S. Depositaries").
Clearstream advises that it is incorporated as a professional depositary under the laws of Luxembourg.
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., the operator of Euroclear, to facilitate settlement of trades between
Clearstream and Euroclear. As a professional depositary, 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,
clearing corporations and certain other organizations, 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.
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