Obligation Disney Enterprises 2.15% ( US25468PDE34 ) en USD

Disney Enterprises

100 % ▼

Etats-unis

US25468PDE34 ( en USD )

2.15% par an ( paiement semestriel )

16/09/2020 - Obligation échue

Prospectus brochure de l'obligation Walt Disney Company US25468PDE34 en USD 2.15%, échue

2 000 USD

750 000 000 USD

25468PDE3

La Walt Disney Company est une multinationale américaine du divertissement, active dans la production cinématographique, les parcs d'attractions, les médias et les produits dérivés, possédant des franchises emblématiques comme Mickey Mouse et Marvel.

L'Obligation émise par Disney Enterprises ( Etats-unis ) , en USD, avec le code ISIN US25468PDE34, paye un coupon de 2.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/09/2020

L'Obligation émise par Disney Enterprises ( Etats-unis ) , en USD, avec le code ISIN US25468PDE34, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Disney Enterprises ( Etats-unis ) , en USD, avec le code ISIN US25468PDE34, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B5 1 a2226008z424b5.htm 424B5
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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
Amount to be
Offering Price
Aggregate
Registration
Securities to Be Registered

Registered(1)

Per Unit

Offering Price

Fee(1)

1.500% Notes Due 2018

$500,000,000

99.915%

$499,575,000

2.150% Notes Due 2020

$750,000,000

99.750%

$748,125,000

3.150% Notes Due 2025

$750,000,000

99.762%

$748,215,000

Total

$2,000,000,000

$1,995,915,000
$231,925.33

(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
Table of Contents
Pricing Supplement No. 2
(To Prospectus Supplement dated December 6, 2013 and
Prospectus dated December 6, 2013)
$500,000,000 1.500% Notes Due 2018

Issue price: 99.915%

$750,000,000 2.150% Notes Due 2020

Issue price: 99.750%

$750,000,000 3.150% Notes Due 2025

Issue price: 99.762%

The 1.500% Notes Due 2018 (the "2018 Notes") will mature on September 17, 2018, the 2.150% Notes Due 2020 (the "2020 Notes") will
mature on September 17, 2020 and the 3.150% Notes Due 2025 (the "2025 Notes" and, together with the 2018 Notes and the 2020 Notes, the
"Notes") will mature on September 17, 2025. We will pay interest on the 2018 Notes, the 2020 Notes and the 2025 Notes on each March 17 and
September 17, commencing on March 17, 2016. The 2018 Notes, the 2020 Notes and the 2025 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
2018 Notes, the 2020 Notes and the 2025 Notes are sometimes referred to, individually, as a "tranche" of Notes. The 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 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.
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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
Discounts and
Disney, Before

Price to Public(1) Commissions
Expenses

Per 2018 Note

99.915%
0.200%
99.715%

Total

$499,575,000
$1,000,000 $498,575,000

Per 2020 Note

99.750%
0.350%
99.400%

Total

$748,125,000
$2,625,000 $745,500,000

Per 2025 Note

99.762%
0.450%
99.312%

Total

$748,215,000
$3,375,000 $744,840,000

(1)
Plus accrued interest, if any, from September 17, 2015.
The underwriters expect that delivery of the Notes will be made to investors on or about September 17, 2015 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
Goldman, Sachs & Co.

J.P. Morgan

BofA Merrill Lynch

BNP PARIBAS
Co-Managers
Lloyds Securities

SMBC Nikko

US Bancorp

The Williams Capital Group, L.P.
Junior Co-Managers
Guzman & Company

Lebenthal Capital Markets

Ramirez & Co., Inc.
Siebert Brandford Shank & Co., L.L.C.

September 14, 2015
Table of Contents
TABLE OF CONTENTS

Page
Pricing Supplement
Description of the Notes

PS-3
Use of Proceeds

PS-5
Underwriting

PS-6
General Information
PS-10
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
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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
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
Table of Contents
DESCRIPTION OF THE NOTES
General
The 2018 Notes, the 2020 Notes and the 2025 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 2018 Notes, the 2020 Notes and the 2025 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 2018 Notes, $750,000,000 aggregate principal amount of 2020 Notes and
$750,000,000 aggregate principal amount of 2025 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 2018 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on September 17, 2018 and will
bear interest from September 17, 2015 at the rate of 1.500% per annum. The 2020 Notes will be "fixed rate notes" as defined in the accompanying
prospectus supplement, will mature on September 17, 2020 and will bear interest from September 17, 2015 at the rate of 2.150% per annum. The
2025 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on September 17, 2025 and will bear
interest from September 17, 2015 at the rate of 3.150% per annum. Interest on the 2018 Notes, the 2020 Notes and the 2025 Notes will be
computed on the basis of a 360-day year of twelve 30-day months. Interest on the 2018 Notes, the 2020 Notes and the 2025 Notes will be payable
semiannually in arrears on March 17 and September 17 of each year, commencing on March 17, 2016, to the persons in whose names such Notes
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(or one or more predecessor Notes of the applicable tranche) are registered at the close on business on the March 2 or September 2, as the case may
be, immediately preceding the applicable interest payment date.
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."
PS-3
Table of Contents
No Additional Amounts or Tax Redemption
The provisions described in the accompanying prospectus supplement under the captions "Description of the Notes--Payment of Additional
Amounts" and "Description of the Notes--Redemption for Tax Purposes" will not apply to the Notes.
Optional Redemption
The 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 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 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 10 basis points in the case of the 2018 Notes, 12.5 basis points in the
case of the 2020 Notes and 15 basis points in the case of the 2025 Notes,
plus, in the case of both clauses (1) and (2) above, accrued and unpaid interest on the principal amount of the Notes of such tranche being
redeemed to such redemption date.
Notwithstanding the foregoing, installments of interest on the Notes of any tranche that are due and payable on an interest payment date falling
on or prior to a redemption date for the Notes of such tranche will be payable to the registered holders of such Notes (or one or more predecessor
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 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 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 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 Notes.
"Comparable Treasury Price" means, with respect to any redemption date for the Notes of any tranche, (i) if the Independent Investment
Banker obtains four 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
four but more than one such Reference Treasury Dealer Quotations, the average of all of those quotations, or (iii) if the Independent Investment
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Banker obtains only one such Reference Treasury Dealer Quotation, such quotation.
PS-4
Table of Contents
"Independent Investment Banker" means one of Goldman, Sachs & Co., J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 banking
institution of national standing appointed by the Company.
"Reference Treasury Dealer" means, with respect to any redemption date for the Notes of any tranche, Goldman, Sachs & Co., J.P. Morgan
Securities LLC, BNP Paribas Securities Corp. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 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 Notes of
any tranche to be redeemed. If fewer than all of the 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
Notes of such tranche are to be redeemed at any time, selection of such 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 Note is to be
redeemed in part, such 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 Note must be an authorized denomination.
Unless the Company defaults in payment of the redemption price, interest on each Note or portion thereof called for redemption will cease to
accrue on the applicable redemption date.
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."
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 $1,988,915,000 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-5
Table of Contents
UNDERWRITING
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Pursuant to the terms and subject to the conditions contained in the terms agreement dated the date hereof, the underwriters named below,
acting as principal, for whom Goldman, Sachs & Co. and J.P. Morgan Securities LLC are acting as representatives, have severally agreed to
purchase, and we have agreed to sell to them severally, the respective amount of the Notes of each tranche set forth opposite their names below.
The underwriters severally have agreed to purchase all of the Notes if any Notes are purchased.
Principal Amount
Principal Amount
Principal Amount
Underwriter

of 2018 Notes

of 2020 Notes

of 2025 Notes

Goldman, Sachs & Co.
$
106,250,000 $
159,375,000 $
159,375,000
J.P. Morgan Securities LLC

106,250,000
159,375,000
159,375,000
BNP Paribas Securities Corp.

106,250,000
159,375,000
159,375,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

106,250,000
159,375,000
159,375,000
Lloyds Securities Inc.

12,500,000
18,750,000
18,750,000
SMBC Nikko Securities America, Inc.

12,500,000
18,750,000
18,750,000
U.S. Bancorp Investments, Inc.

12,500,000
18,750,000
18,750,000
The Williams Capital Group, L.P.

12,500,000
18,750,000
18,750,000
Guzman & Company

6,250,000
9,375,000
9,375,000
Lebenthal & Co., LLC

6,250,000
9,375,000
9,375,000
Samuel A. Ramirez & Company, Inc.

6,250,000
9,375,000
9,375,000
Siebert Brandford Shank & Co., L.L.C.

6,250,000
9,375,000
9,375,000
?
?
?
?
?
?
?
?
?
?
?
Total
$
500,000,000 $
750,000,000 $
750,000,000
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
The underwriters propose to offer the Notes initially at the respective public offering prices appearing on the cover page of this pricing
supplement and to certain dealers at those respective prices less a concession of not more than 0.120%, 0.210% and 0.270% of the principal
amount of the 2018 Notes, the 2020 Notes and the 2025 Notes, respectively. The underwriters and those dealers may allow a discount of not more
than 0.050%, 0.100%, and 0.150% of the principal amount of the 2018 Notes, the 2020 Notes and the 2025 Notes, respectively, on sales to other
dealers. After the initial public offering, the public offering prices, concessions and discounts to dealers may be changed.
The following table shows the underwriting discounts and commissions that the Company is to pay to the underwriters in connection with this
offering:
Per 2018
Per 2020
Per 2025

Note

Note

Note

Total

Underwriting discounts and commissions

0.200%
0.350%
0.450%$ 7,000,000
The terms agreement provides that the obligations of the several underwriters to purchase the Notes offered hereby are subject to certain
conditions. If an underwriter defaults, the terms agreement provides that the purchase commitments of the non-defaulting underwriters may be
increased or the terms agreement may be terminated.
The underwriters are offering the Notes, subject to prior sale, when, as and if issued to and accepted by them, subject to the conditions
contained in the terms agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in
whole or in part.
The Company has agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended, or to
contribute to payments which the underwriters may be required to make in that regard.
PS-6
Table of Contents
In connection with the offering of the Notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the market
price of the Notes. Specifically, the underwriters may overallot in connection with this offering, creating a short position. In addition, the
underwriters may bid for, and purchase, the Notes in the open market to cover short positions or to stabilize the price of the Notes. Any of these
activities may stabilize or maintain the market price of the Notes above independent market levels, but no representation is made hereby that the
underwriters will engage in any of those transactions or of the magnitude of any effect, if any, that the transactions described above may have on
the market price of the Notes. The underwriters will not be required to engage in these activities, and if they engage in these activities, they may
end any of these activities at any time without notice.
There is no established trading market for the Notes and the Notes will not be listed on any securities exchange. The underwriters have
advised us that they may from time to time purchase and sell Notes in the secondary market, as permitted by applicable laws and regulations. The
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underwriters are not obligated, however, to make any such purchases and sales and any such purchases and sales may be discontinued at any time
without notice at the sole discretion of the underwriters. There can be no assurance that the underwriters will engage in these activities or that there
will be a secondary market for the Notes or as to the liquidity of any secondary market if one develops.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,
financing and brokerage activities. The underwriters or their affiliates may, from time to time, engage in investment banking and/or commercial
banking transactions with, and may provide services for, Disney and its affiliates, for which they have received and may in the future receive
customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of
Disney and its affiliates. Underwriters or their affiliates that have a lending relationship with us or our affiliates routinely hedge their credit
exposure to us and our affiliates consistent with their customary risk management policies. Typically, these underwriters and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in
our securities or securities of our affiliates, including potentially the Notes offered hereby. Any such credit default swaps or short positions could
adversely affect future trading prices of the Notes. The underwriters and their respective affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may at any time hold, or
recommend to clients that they acquire, long and/or short positions in such securities and financial instruments.
European Economic Area. This pricing supplement is not a prospectus for purposes of the Prospectus Directive (as defined below) as
implemented in Member States of the European Economic Area. Neither Disney nor the underwriters have authorized, nor does Disney or the
underwriters authorize, the making of any offer of the Notes through any financial intermediary other than offers made by the underwriters which
constitute the final placement of the Notes contemplated in this pricing supplement.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each underwriter has severally represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made
PS-7
Table of Contents
and will not make an offer of Notes which are the subject of the offering contemplated by this pricing supplement to the public in that Relevant
Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in
that Relevant Member State at any time:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to
obtaining the prior consent of the representatives of the underwriters for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) through (c) above shall require Disney or any underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United Kingdom. Each underwriter severally has represented and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA
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does not apply to Disney; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the
Notes in, from or otherwise involving the United Kingdom.
Hong Kong. The Notes may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not
constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws
of Hong Kong) ("Companies (Winding Up and Miscellaneous Provisions) Ordinance") or which do not constitute an invitation to the public within
the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ("Securities and Futures Ordinance"), or (ii) to
"professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do
not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no
advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in
each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" in Hong Kong as defined in the Securities and Futures
Ordinance and any rules made thereunder.
Singapore. The accompanying prospectus supplement and prospectus and this pricing supplement have not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly, the
PS-8
Table of Contents
accompanying prospectus supplement and prospectus and this pricing supplement and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the
SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an
accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is
owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that
corporation shall not be transferable for 6 months after that corporation has acquired the Notes under Section 275 of the SFA except: (1) to an
institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises
from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the
transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the
Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an
accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an
accredited investor, the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust
has acquired the Notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person
(as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired
at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in
cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by
operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Japan. The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948,
as amended), or the FIEA. The Notes may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan
(including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale,
directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements
of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.
Each underwriter severally has represented to, and agreed with, the Company 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
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and belief, result in compliance with the applicable laws and regulations thereof.
PS-9
Table of Contents
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 applicable public offering price.
The Company estimates that the total expenses of the offering payable by the Company, excluding underwriting discounts and commissions,
will be approximately $1,040,000.
GENERAL INFORMATION
The 2018 Notes have been assigned CUSIP No. 25468PDD5, ISIN No. US25468PDD50 and Common Code No. 129434104. The 2020 Notes
have been assigned CUSIP No. 25468PDE3, ISIN No. US25468PDE34 and Common Code No. 129434031. The 2025 Notes have been assigned
CUSIP No. 25468PDF0, ISIN No. US25468PDF09 and Common Code No. 129434007.
PS-10
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 6, 2013)
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
Medium-Term Notes, Series F
Due Nine Months or More From Date of Issue
The following terms will generally apply to the medium-term notes, series F (the "notes") that we may sell from time to time under this prospectus supplement and the
accompanying 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 day nine months or more from the date of issue, as specified in the applicable pricing supplement.
·
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 final 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.
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Unless otherwise indicated in the applicable pricing supplement, the notes will be offered at a public offering price of 100% and the agents' discounts or commissions will equal
between .125% and .750%, and proceeds, before expenses, to us will equal between 99.875% and 99.250%, except that, in the case of a note with a stated maturity of 30 years or more
from the date of issuance, the agents' discounts or commissions will be determined by us and the relevant agents.
See "Risk Factors" beginning on page S-3 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 passed upon the adequacy or
accuracy of this prospectus supplement, the accompanying prospectus or any pricing supplement. Any representation to the contrary is a criminal offense.
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.
Banca IMI
Blaylock Robert Van, LLC
BNP PARIBAS
BNY Mellon Capital Markets, LLC
BofA Merrill Lynch
CastleOak Securities, L.P.
Citigroup
Credit Suisse
Deutsche Bank Securities
Drexel Hamilton
Goldman, Sachs & Co.
HSBC
J.P. Morgan
Lebenthal & Co., LLC
Loop Capital Markets LLC
Mitsubishi UFJ Securities
Mizuho Securities USA Inc.
Morgan Stanley
Ramirez & Co., Inc.
RBC Capital Markets
RBS
Siebert Capital Markets
SunTrust Robinson Humphrey
U.S. Bancorp
Wells Fargo Securities
The Williams Capital Group, L.P.
The date of this Prospectus Supplement is December 6, 2013.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

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
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Document Outline

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