Walt Disney Company (DIS)

Item 8.01.              Other Events.

On December 17, 2008, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. with respect to the offer and sale of $1,000,000,000 aggregate principal amount of its 4.50% Global Notes due 2013 (the “Notes”).  The Notes were offered to the public at 99.026% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 98.676% 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. 333-148043) 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.

Item 8.01.           Other Events.

On December 13, 2007, the Registrant commenced its Medium-Term Note Program, to allow the Registrant to issue and sell up to $5,000,000,000 aggregate principal amount (or an equivalent amount in one or more foreign or composite currencies or currency units) of Medium-Term Notes, Series D, Due Nine Months or More from Date of Issue (the “Medium-Term Notes”), pursuant to a Distribution Agreement, dated December 13, 2007, between the Registrant and the several agents set forth therein. The Medium-Term Notes may be issued as fixed rate notes, floating rate notes or a combination of fixed and floating rate notes.

Item 8.01.                          Other Events.

On November 29, 2007, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Banc of America Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities International plc with respect to the offer and sale of $750,000,000 aggregate principal amount of its 4.70% Global Notes due 2012 (the “Notes”). The Notes were offered to the public at 99.772% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 99.422% 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. 333-122139) 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. The CUSIP number and ISIN number relating to the Notes are as follows:  CUSIP number:  254687 AV8 and ISIN number:  US254687AV89.

Item 8.01.                  Other Events.

On November 29, 2007, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Banc of America Securities LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities International plc with respect to the offer and sale of $750,000,000 aggregate principal amount of its 4.700% Global Notes due 2012 (the “Notes”). The Notes were offered to the public at 99.772% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 99.422% 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. 333-122139) 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.

Item 8.01.  Other Events.

On June 12, 2007, The Walt Disney Company (the “Company”) completed its spin-off of ABC Radio Holdings, Inc. (“ABC Radio Holdings”), a wholly-owned subsidiary of the Company, and the subsequent merger of ABC Radio Holdings with Alphabet Acquisition Corp. (“Alphabet Acquisition”), a wholly-owned subsidiary of Citadel Broadcasting Corporation (“Citadel”) pursuant to the terms of a Separation Agreement dated as of February 6, 2006 and amended as of November 19, 2006, by and among the Company and ABC Radio Holdings, and an Agreement and Plan of Merger, dated as of February 6, 2006 and amended as of November 19, 2006, by and among the Company, Citadel, Alphabet Acquisition and ABC Radio Holdings.

In the spin-off, each shareholder of the Company received approximately 0.0768 of a share of ABC Radio Holdings common stock for each share of Company common stock held as of the June 6, 2007 record date. Immediately after the spin-off, each share of ABC Radio Holdings was converted into one share of Citadel common stock in the merger. An aggregate of 151,707,199 shares of Citadel common stock were issued to Company shareholders in the merger.

Additional information regarding the spin-off and merger is set forth in the press release announcing completion of the transaction attached hereto as Exhibit 99.1 and incorporated herein by reference.

On September 6, 2006, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Blaylock & Partners, L.P., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and The Williams Capital Group, L.P. (collectively, the “Underwriters”) with respect to the offer and sale of $750,000,000 aggregate principal amount of its 5.625% Global Notes due 2016 (the “Fixed Rate Notes”). The Fixed Rate Notes were offered to the public at 99.621% of par and proceeds to the Company net of underwriting discount of 0.45%, before expenses, was 99.171% of par. In addition, on September 6, 2006, the Company entered into a Terms Agreement with the Underwriters with respect to the offer and sale of $750,000,000 aggregate principal amount of its Floating Rate Global Notes due 2009 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”). The Floating Rate Notes were offered to the public at 100% of par and proceeds to the Company net of underwriting discount of 0.25%, before expenses, was 99.750% 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. 333-122139) 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.

Item 8.01.              Other Events.

On July 13, 2006, The Walt Disney Company (the “Company”) entered into a Terms Agreement with Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Greenwich Capital Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated with respect to the offer and sale of $750,000,000 aggregate principal amount of its 5.700% Global Notes due 2011 (the “Notes”). The Notes were offered to the public at 99.808% of par and proceeds to the Company net of underwriting discount of 0.35%, before expenses, was 99.458% 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. 333-122139) 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.

Item 8.01. Other events.

On February 6, 2006, Disney and Citadel issued a joint press release announcing the transactions contemplated by the Separation Agreement and the Merger Agreement (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Litigation Reform Act of 1995. These statements are made on the basis of the views and assumptions of the management of The Walt Disney Company and Citadel regarding future events and business performance as of the time the statements are made and they do not undertake any obligation to update these statements. Actual results may differ materially from those expressed or implied. Such differences may result from legal or regulatory proceedings or other factors that affect the timing or ability to complete the transactions contemplated herein, actions taken by either of the companies, including restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as well as from developments beyond the companies’ control, including changes in domestic and global economic conditions, competitive conditions and consumer preferences. Such developments may affect

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assumptions regarding the operations of the businesses of the ABC Radio assets and Citadel separately or as combined entities including, among other things, the timing of the transaction and the performance of the businesses. Additional factors that may affect results are set forth in the Annual Report on Form 10-K of The Walt Disney Company for the year ended October 1, 2005 under the heading “Item 1A—Risk Factors” and Annual Report on Form 10-K of Citadel Broadcasting Corporation for the year ended December 31, 2004 under the heading “Item 1—Risk Factors.”