On November 27, 2012, The Walt Disney Company (the "Company") entered into a Terms Agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters named therein, with respect to the offer and sale of $500,000,000 aggregate principal amount of its 0.450% Global Notes Due 2015 (the "2015 Notes"), $1,000,000,000 aggregate principal amount of its 1.100% Global Notes Due 2017 (the "2017 Notes"), $1,000,000,000 aggregate principal amount of its 2.350% Global Notes Due 2022 (the "2022 Notes") and $500,000,000 aggregate principal amount of its 3.700% Global Notes Due 2042 (the "2042 Notes", together with the 2015 Notes, the 2017 Notes and the 2022 Notes, the "Notes"). The 2015 Notes were offered to the public at 99.255% of par and proceeds to the Company with respect to the 2015 Notes net of underwriting discounts and commissions of 0.200%, before expenses, was 99.055% of par. The 2017 Notes were offered to the public at 99.289% of par and proceeds to the Company with respect to the 2017 Notes net of underwriting discounts and commissions of 0.350%, before expenses, was 98.939% of par. The 2022 Notes were offered to the public at 99.232% of par and proceeds to the Company with respect to the 2022 Notes net of underwriting discounts and commissions of 0.450%, before expenses, was 98.782% of par. The 2042 Notes were offered to the public at 99.282% of par and proceeds to the Company with respect to the 2042 Notes net of underwriting discounts and commissions of 0.750%, before expenses, was 98.532% of par. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement on Form S-3 (File No. 333-171048) of the Company. The Notes are being issued pursuant to a Senior Debt Securities Indenture, dated as of September 24, 2001, between the Company and Wells Fargo Bank, National Association, as trustee.

(d) Exhibits.

Exhibit No.                                 Description

1.1            Terms Agreement, dated November 27, 2012, between The Walt Disney
               Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
               Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc., as
               representatives of the several underwriters named therein.

4.1            Form of 0.450% Global Notes Due 2015.

4.2            Form of 1.100% Global Notes Due 2017.

4.3            Form of 2.350% Global Notes Due 2022.

4.4            Form of 3.700% Global Notes Due 2042.

5.1            Opinion of White & Case LLP relating to the Notes.

23.1           Consent of White & Case LLP (included in Exhibit 5.1 above).