EX-25.1 8 a2181628zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE



CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable   94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
  (I.R.S. Employer
Identification No.)

420 Montgomery Street
San Francisco, CA

 


94163
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)


THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)

DELAWARE   95-4545390
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

500 S. BUENA VISTA STREET
BURBANK, CALIFORNIA

 


91521
(Address of principal executive offices)   (Zip code)

Senior Debt Securities
(Title of the indenture securities)




 
 
   
Item 1.    General Information.    Furnish the following information as to the trustee:

 

(a)

 

Name and address of each examining or supervising authority to which it is subject.

 

 

 

Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230

 

 

 

Federal Deposit Insurance Corporation
Washington, D.C. 20429

 

 

 

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

 

(b)

 

Whether it is authorized to exercise corporate trust powers.

 

 

 

The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.

 

Not applicable.

Item 16.    List of Exhibits.

 

List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1.

 

A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.

 

A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001.*

Exhibit 3.

 

A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001.*

Exhibit 4.

 

Copy of By-laws of the trustee as now in effect.*

Exhibit 5.

 

Not applicable.

Exhibit 6.

 

The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7.

 

Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.

 

Not applicable.

Exhibit 9.

 

Not applicable.

*
Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on this 13th day of December, 2007.

    WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

 

/s/  
SCOTT C. EMMONS      
    Name: Scott C. Emmons
    Title: Vice President


Exhibit 6

December 13, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

  Very truly yours,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
      
  /s/ Scott C. Emmons


Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2007,
filed in accordance with 12 U.S.C. §161 for National Banks.

 
   
  Dollar Amounts
In Millions

ASSETS          
Cash and balances due from depository institutions:          
  Noninterest-bearing balances and currency and coin       $ 12,302
  Interest-bearing balances         1,022
Securities:          
  Held-to-maturity securities         0
  Available-for-sale securities         48,254
Federal funds sold and securities purchased under agreements to resell:          
  Federal funds sold in domestic offices         15,276
  Securities purchased under agreements to resell         1,881
Loans and lease financing receivables:          
  Loans and leases held for sale         21,274
  Loans and leases, net of unearned income         277,174
  LESS: Allowance for loan and lease losses         2,569
  Loans and leases, net of unearned income and allowance         274,605
Trading Assets         5,557
Premises and fixed assets (including capitalized leases)         4,240
Other real estate owned         861
Investments in unconsolidated subsidiaries and associated companies         421
Intangible assets          
  Goodwill         9,718
  Other intangible assets         19,391
Other assets         30,644
       
Total assets       $ 445,446
       
LIABILITIES          
Deposits:          
  In domestic offices       $ 269,857
    Noninterest-bearing         68,381
    Interest-bearing         201,476
  In foreign offices, Edge and Agreement subsidiaries, and IBFs         59,766
    Noninterest-bearing         11
    Interest-bearing         59,755
Federal funds purchased and securities sold under agreements to repurchase:          
  Federal funds purchased in domestic offices         12,491
  Securities sold under agreements to repurchase         6,758

 
  Dollar Amounts
In Millions

Trading liabilities     3,109
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)     26,482
Subordinated notes and debentures     10,896
Other liabilities     14,803
   
Total liabilities   $ 404,162

Minority interest in consolidated subsidiaries

 

 

57

EQUITY CAPITAL

 

 

 
Perpetual preferred stock and related surplus     0
Common stock     520
Surplus (exclude all surplus related to preferred stock)     25,692
Retained earnings     14,509
Accumulated other comprehensive income     506
Other equity capital components     0
   
Total equity capital     41,227
   
Total liabilities, minority interest, and equity capital   $ 445,446
   

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

                        Howard I. Atkins
                        EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin
John Stumpf                                                 Directors
Carrie Tolstedt




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SIGNATURE
Consolidated Report of Condition of