Issuer:

The Walt Disney Company

Title of Securities:

Floating Rate Global Notes Due 2019 (the “Floating Rate Notes”)

The Floating Rate Notes will be part of a single series of the Company’s senior debt securities under the indenture (as defined in the Prospectus Supplement) designated as Medium-Term Notes, Series F.

Ratings:

A2 (Moody’s)/ A (S&P)/ A (Fitch)*

Trade Date:

May 28, 2014

Settlement Date (T+3):

June 2, 2014

Maturity Date:

May 30, 2019

Aggregate Principal Amount Offered:

$250,000,000

Price to Public (Issue Price):

100.000% plus accrued interest, if any, from June 2, 2014

Interest Rate:

A rate per annum equal to three-month U.S. dollar LIBOR (as defined in the Prospectus Supplement) plus 31 basis points, accruing from June 2, 2014 and reset quarterly, determined as provided below and in the Prospectus Supplement.

Redemption:

The Floating Rate Notes will not be subject to redemption at the option of the Company except under the circumstances described below under “Tax Redemption.”

Base Rate**:

LIBOR (as defined in the Prospectus Supplement)

Spread**:

Plus 31 basis points

LIBOR Page**:

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

Index Currency**:

U.S. dollars

Index Maturity**:

Three months

Interest Reset Period**:

Quarterly

Interest Reset Dates**:

Each February 28, May 30, August 30 and November 30, commencing August 30, 2014, subject to adjustment as provided in the Prospectus Supplement if any such date is not a “business day” (as defined in the Prospectus Supplement)

Initial Interest Rate**:

The initial interest rate on the Floating Rate Notes, which will be applicable for the period from and including the Settlement Date referred to above to but excluding the interest reset date falling in August 2014, will be a rate per annum equal to LIBOR, determined as of the second “London business day” (as defined in the Prospectus Supplement) preceding such Settlement Date and on the basis of the LIBOR page, index maturity and index currency referred to above, plus the spread referred to above, calculated as provided in the Prospectus Supplement.

Resetting of Interest Rate:

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 Prospectus Supplement and this Pricing Term Sheet.

Interest Payment Dates:

Interest will be payable quarterly in arrears on each February 28, May 30, August 30 and November 30, commencing on August 30, 2014, subject to adjustment as provided in the Prospectus Supplement if any such date is not a business day, and at maturity. Interest payable at maturity will be payable to the persons to whom principal is payable at maturity.

Regular Record Dates:

Fifteenth day (whether or not a business day) immediately preceding the applicable interest payment date; provided that interest payable on the maturity date of the Floating Rate Notes will be payable to the persons to whom principal is payable.

Calculation Agent**:

The calculation of the interest rate on the Floating Rate Notes will be made by Wells Fargo Bank, National Association. Any such calculation by the calculation agent shall be conclusive and binding on the Company, the trustee under the indenture and the holders of the Floating Rate Notes, absent manifest error.

Other Terms:

The Company will not have the option to change the spread or method of calculation of interest on the Floating Rate Notes as described in the Prospectus Supplement under the caption “Description of the Notes—Subsequent Interest Periods.”

Use of Proceeds:

The Company intends to use the net proceeds from the sale of the Floating Rate Notes for general corporate purposes, which may include among others, the general corporate purposes identified under the caption “Use of Proceeds” in the Prospectus.

Proceeds to the Company:

$249,125,000 (after deducting the underwriting discounts and commissions but before deducting estimated offering expenses payable by the Company).

Underwriting Discounts and Commissions:

0.350%

CUSIP No.:

25468PDC7

ISIN No.:

US25468PDC77

Additional Amounts:

The provisions described in the Prospectus Supplement under the caption “Description of the Notes—Payment of Additional Amounts” will apply to the Floating Rate Notes.

Tax Redemption:

The Company may, at its option, redeem, as a whole but not in part, the Floating Rate Notes 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 Floating Rate Notes 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 Prospectus Supplement under the caption “Description of the Notes—Redemption for Tax Purposes.”

Form of Floating Rate Notes:

The Floating Rate Notes will be issued in the form of one or more global Floating Rate Notes in book-entry form and will be delivered to investors through the facilities of The Depository Trust Company for the accounts of its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment.

Currency:

The Floating Rate Notes will be denominated and payable in U.S. dollars.

Other:

The Floating Rate Notes will not be entitled to the benefit of any sinking fund and the Company will not be required to repurchase Floating Rate Notes at the option of the holders. The Floating Rate Notes are “floating rate notes” as defined in the Prospectus Supplement.

Material United States Federal Tax Considerations:

The Floating Rate Notes will be “variable rate debt instruments” as described in the Prospectus Supplement under “Material United States Federal Income Tax Considerations — United States Holders — Floating Rate Notes”. For a discussion of the material United States federal tax considerations related to the acquisition, ownership and disposition of the Floating Rate Notes, please see “Material United States Federal Tax Considerations” in the 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 Floating Rate Notes (including gross proceeds from a sale of the Floating Rate Notes) that are subject to backup withholding. The backup withholding rate did not increase to 31% for payments made after December 31, 2010.

Joint Bookrunning Managers:

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC

Co-Managers:

Banca IMI S.p.A.
BNY Mellon Capital Markets, LLC
SunTrust Robinson Humphrey, Inc.
U.S. Bancorp Investments, Inc.

Junior Co-Managers:

Blaylock Beal Van, LLC
CastleOak Securities, L.P.
MFR Securities, Inc.
Mischler Financial Group, Inc.
Samuel A. Ramirez & Company, Inc.