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Registration No. 333-148043
Calculation of Registration Fee
Title of each class of
to be registered
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, unused filing fees of $67,319 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 $38,918 offset against the registration fee due for this offering and of which $28,401 remains available for future registration fees. No additional
registration fee has been paid with respect to this offering.
Registration No. 333-148043
PRICING SUPPLEMENT NO. 1 dated December 17, 2008
4.50% Global Notes due 2013
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):
ý Fixed Rate
Form: ý Book-Entry
4.50% Global Notes due 2013
$2,000 or any integral multiple of $1,000 in excess of $2,000
Original Issue Price:
Common Code No:
Proceeds to the Company:
Discount or Commission to Agents: 0.35%
Original Issue Discount:
Original Issue Date:
Yield to Maturity:
December 22, 2008
December 15, 2013 (The maturity date of the Notes is not a business day.)
Initial Maturity (for Renewable Notes):
Final Maturity (for Renewable Notes):
Earliest Redemption Date:
December 22, 2008
The Notes cannot be redeemed prior to stated maturity.
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
prior to stated maturity, plus accrued interest to the redemption date.
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:
100% of the principal amount of the Notes to be redeemed; or
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
of the redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below) plus 50 basis
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 Citigroup Global Markets Inc., Deutsche Bank Securities 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: Citigroup Global Markets Inc., Deutsche Bank Securities 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 will cease to accrue on the Notes or portions of the Notes
called for redemption.
Interest Rate Per Annum (for Fixed Rate Notes): 4.50%
Interest Payment Dates:
o Third Wednesday of each month
o Third Wednesday of each March, June, September and December
o Third Wednesday of each
o Third Wednesday of each
ý Other (specify): Interest Payment Dates shall be the 15th day of each
June and December during the term of the Notes, commencing on
June 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:
Interest Reset Period: N/A
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
Purchase of Notes at Option of Holder:
Upon certain customary events, we may be required to pay
as additional interest certain additional amounts in respect
of certain tax withholdings, as provided in the attached
Redemption for Tax
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
Calculation Agent: N/A
Plan of Distribution:
See below under "Underwriting"
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 ConsiderationsNon-United States Holders" in the 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 OWNER) WILL NOT BE ENTITLED TO ANY ADDITIONAL AMOUNTS FROM US DESCRIBED UNDER THE SUBHEADING
"DESCRIPTION OF THE NOTESPAYMENT 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.
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.
Distributions with respect to the 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.
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. Euroclear is operated by Euroclear Bank S.A./N.V. (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 Commission.
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 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 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 of Euroclear.
Global Clearance and Settlement Procedures. Initial settlement for the 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
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 the
Global Notes in the Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlemen ...
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