Bond Walt Disney Enterprises 3.057% ( CA254687FU53 ) in CAD

Issuer Walt Disney Enterprises
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  CA254687FU53 ( in CAD )
Interest rate 3.057% per year ( payment 1 time a year)
Maturity 30/03/2027



Prospectus brochure of the bond Walt Disney Co CA254687FU53 en CAD 3.057%, maturity 30/03/2027


Minimal amount 1 000 CAD
Total amount 1 300 000 000 CAD
Cusip 254687FU5
Next Coupon 30/03/2026 ( In 51 days )
Detailed description The Walt Disney Company is an American multinational mass media and entertainment conglomerate headquartered in Burbank, California.

The Bond issued by Walt Disney Enterprises ( United States ) , in CAD, with the ISIN code CA254687FU53, pays a coupon of 3.057% per year.
The coupons are paid 1 time per year and the Bond maturity is 30/03/2027







424B2
424B2 1 d908442d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233595
333-233595-01
CALCULATION OF REGISTRATION FEE


Amount
Maximum
Maximum
Title of Each Class of Securities
to be
Offering Price
Aggregate
Amount of
to be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
3.057% Senior Notes due 2027

$923,492,221.35
100.000%

$923,492,221.35
$119,869.29
Guarantee of the 3.057% Notes due 2027

--

--

--

--(2)
Total

$923,492,221.35
--
$$923,492,221.35
$119,869.29


(1)
Calculated in accordance with Rule 457(r) and Rule 456(b) under the Securities Act of 1933, as amended (the "Securities Act"). C$1,300,000,000
aggregate principal amount of the notes will be issued. $923,492,221.35, the Amount to be Registered, is determined using the March 26, 2020
C$/U.S.$ exchange rate of C$1.4077/U.S.$1.00 as published by the Bank of Canada.
(2)
Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantee.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 3, 2019)


C$1,300,000,000 3.057% Notes due 2027

Guaranteed by TWDC Enterprises 18 Corp.



The Walt Disney Company ("Disney," the "Company," "we," "us" or "our") is offering 1,300,000,000 Canadian dollars ("CAD" or "C$") aggregate principal amount of its 3.057% notes
due 2027 (the "notes").

The notes will bear interest at a rate of 3.057% per annum. We will pay interest on the notes semi-annually in arrears in equal installments on March 30 and September 30 of each year,
commencing on September 30, 2020.

The notes will mature on March 30, 2027, unless earlier redeemed.

We may redeem some or all of the notes at any time or from time to time at our option at the redemption price described in this prospectus supplement. In addition, we may redeem the
notes, in whole but not in part, at any time at our option, in the event of certain developments affecting United States taxation as described under the heading "Description of the Notes--
Redemption for Tax Reasons."

The notes will be our senior unsecured obligations and will rank pari passu with our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be
guaranteed (the "guarantee") on a senior unsecured basis by TWDC Enterprises 18 Corp. (the "Guarantor" or "TWDC Enterprises"), our 100%-owned subsidiary. The guarantee will rank pari
passu with the Guarantor's other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be issued in fully-registered, book-entry form in minimum denominations
of C$2,000 and integral multiples of C$1,000 in excess thereof.



Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 for a discussion of certain risks that should be considered in connection with an investment in the
notes, as well as "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019, our subsequent Quarterly Report on Form 10-Q and the other filings
with the Securities and Exchange Commission (including, for the avoidance of doubt, the risks described in our Current Report on Form 8-K filed on March 19, 2020) that are
incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.



Proceeds (before expenses)


Public Offering Price(1)

Underwriting Discount

to The Walt Disney Company



Per Note
Total

Per Note
Total
Per Note
Total

3.057% Notes due 2027


100.000%
C$1,300,000,000

0.370%
C$4,810,000

99.630%
C$1,295,190,000
(1) Plus accrued interest, if any, from March 30, 2020.



The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes. The underwriters expect to deliver the notes in fully-registered, book-entry
form on or about March 30, 2020 through the facilities of CDS Clearing and Depository Services Inc. for the accounts of its participants. Investors may hold their notes through Clearstream
Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., or its successor as operator of the Euroclear system.



Joint Book-Running Managers
BofA Securities
HSBC
RBC Capital Markets



https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2


The date of this Prospectus Supplement is March 26, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-11
CURRENCY CONVERSION
S-12
DESCRIPTION OF THE NOTES
S-13
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-25
UNDERWRITING
S-31
WHERE YOU CAN FIND MORE INFORMATION
S-36
LEGAL MATTERS
S-37
EXPERTS
S-38
Prospectus

ABOUT THIS PROSPECTUS
1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
3
THE WALT DISNEY COMPANY
3
TWDC ENTERPRISES 18 CORP.
5
USE OF PROCEEDS
6
GENERAL DESCRIPTION OF SECURITIES THE WALT DISNEY COMPANY
7
TWDC ENTERPRISES 18 CORP.
7
DESCRIPTION OF DEBT SECURITIES OF THE WALT DISNEY COMPANY
8
DESCRIPTION OF PREFERRED STOCK OF THE WALT DISNEY COMPANY
20
DESCRIPTION OF DEPOSITARY SHARES OF THE WALT DISNEY COMPANY
24
DESCRIPTION OF COMMON STOCK OF THE WALT DISNEY COMPANY
28
DESCRIPTION OF WARRANTS OF THE WALT DISNEY COMPANY
31
DESCRIPTION OF PURCHASE CONTRACTS OF THE WALT DISNEY COMPANY
33
DESCRIPTION OF UNITS OF THE WALT DISNEY COMPANY
34
DESCRIPTION OF THE TWDC ENTERPRISES GUARANTEE
35
PLAN OF DISTRIBUTION
36
WHERE YOU CAN FIND MORE INFORMATION
38
LEGAL MATTERS
40
EXPERTS
40
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
related free writing prospectus. Neither we nor any underwriter has authorized any other person to provide you with different or additional information. If
anyone provides you with different or additional information, you should not rely on it. You should assume that the information contained or incorporated
by reference in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their
respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Neither we nor any
underwriter is making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted.

S-i
Table of Contents
The notes are being offered for sale only in jurisdictions where it is lawful to make such offers. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who receive this
prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting."
Notice to Canadian Investors
The notes will be sold in Canada on a private placement basis to "accredited investors" and in certain circumstances also to "permitted clients", each as
defined under applicable Canadian provincial securities laws, and on a private placement basis subject to applicable law.
Each underwriter has, severally and not jointly, represented to and agreed with us that the sale and delivery of the notes to any purchaser resident in a
province of Canada by such underwriter will be made so as to be exempt from the prospectus filing requirements, and so as to be exempt from or made in
compliance with applicable dealer registration requirements or all applicable securities laws, regulations, rules, instruments, rulings and orders, including
those applicable in each of the provinces of Canada and the applicable policy statements issued by any securities regulator having jurisdiction. Each
underwriter has also, severally and not jointly, represented to and agreed with us that such underwriter has not and will not provide to any purchaser any
document or other material that would constitute an offering memorandum (other than the Canadian offering memorandum, dated March 26, 2020 (and the
preliminary version thereof) that incorporates this prospectus supplement and the accompanying prospectus) with respect to the private placement of the
notes in the provinces of Canada within the meaning of applicable Canadian provincial securities laws.
References in this prospectus supplement to "The Walt Disney Company," the "Company," "we," "us" or "our" under the captions "Cautionary
Statement Concerning Forward-Looking Statements" and "Summary-- The Walt Disney Company" are to The Walt Disney Company and its
subsidiaries, including TWDC Enterprises, through which various businesses are conducted. When such terms are used elsewhere in this prospectus
supplement, we refer only to The Walt Disney Company unless the context otherwise requires or as otherwise indicated. References in this prospectus
supplement to "TWDC Enterprises" or the "Guarantor" are to TWDC Enterprises 18 Corp., a 100% owned subsidiary of The Walt Disney Company.
This document consists of two parts. The first part is the prospectus supplement, which describes the specific details regarding this offering and the notes
offered hereby. The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should
read this prospectus supplement and the accompanying prospectus, together with additional information incorporated by reference herein as described under
"Where You Can Find More Information" in this prospectus supplement. Generally, the term "prospectus" refers to the prospectus supplement and the
accompanying prospectus together.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the
accompanying prospectus, on the other hand, the information contained in this prospectus supplement shall control. If any statement in this prospectus
supplement conflicts with any statement in a document that has been incorporated herein by reference, then you should consider only the statement in the
more recent document. You should not assume that the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus is accurate as of any date other than their respective dates.

S-ii
Table of Contents
References in this prospectus supplement to "U.S. dollars," "U.S.$," "dollar" or "$" are to the currency of the United States of America. References to
"Canadian dollars," "CAD" or "C$" are to the currency of Canada.
The information set forth in this prospectus supplement, the accompanying prospectus and any related free writing prospectus is directed to prospective
purchasers of notes who are United States residents, except to the extent expressly set forth in "Material U.S. Federal Income Tax Considerations" below.
We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States regarding any matters that may
affect the purchase or holding of, or receipt of payments on, the notes. You should consult your own legal, tax and business advisors regarding an
investment in the notes.
The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in
this prospectus supplement and the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you.
Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.

S-iii
Table of Contents
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents incorporated or deemed to be
incorporated by reference herein or therein contain or may contain "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-
looking statements on our current expectations about future events. These forward-looking statements, including, without limitation, those relating to future
actions, new projects, strategies, future performance and the outcome of contingencies such as future financial results, in each case, wherever they appear
in this prospectus supplement, the accompanying prospectus, any related free writing prospectus or the documents incorporated or deemed to be
incorporated by reference herein or therein, are necessarily estimates reflecting the best judgment of the management of The Walt Disney Company and
involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.
These forward-looking statements should, therefore, be considered in light of various important factors, including those factors described in more detail in
our Annual Report on Form 10-K for the year ended September 28, 2019 and in any subsequent Quarterly Reports on Form 10-Q as well as in any
subsequent periodic or current reports (including, for the avoidance of doubt, our Current Report on Form 8-K filed on March 19, 2020) filed with the
Securities and Exchange Commission under the Exchange Act, that include "Risk Factors" or that discuss risks to us.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus supplement, the
accompanying prospectus or any related free writing prospectus or, in the case of documents incorporated or deemed to be incorporated by reference herein
or therein, as of the date of those documents. The Walt Disney Company does not undertake any obligation to publicly update or release any revisions to
these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events,
except as required by law.

S-iv
Table of Contents
SUMMARY
This summary highlights certain information about our business and this offering. This is a summary of information contained elsewhere in this
prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein and does not contain all of the information that
you should consider before investing in the notes. For a more complete understanding of this offering and The Walt Disney Company's business, you
should read this entire prospectus supplement, including the section entitled "Risk Factors," the accompanying prospectus and all documents
incorporated by reference herein and therein.
The Walt Disney Company
The Walt Disney Company is a diversified worldwide entertainment company with operations in four business segments: Media Networks; Parks,
Experiences and Products; Studio Entertainment; and Direct-to-Consumer & International. The Walt Disney Company is a Delaware corporation
having its principal executive offices at 500 South Buena Vista Street, Burbank, California 91521, and its telephone number is (818) 560-1000.
On March 20, 2019, the Company acquired the outstanding capital stock of Twenty-First Century Fox, Inc. ("TFCF"), which was subsequently
renamed TFCF Corporation, a diversified global media and entertainment company. Prior to the acquisition, TFCF and a newly-formed subsidiary of
TFCF ("New Fox") entered into a separation agreement, pursuant to which TFCF transferred to New Fox a portfolio of TFCF's news, sports and
broadcast businesses and certain other assets. TFCF retained all of the assets and liabilities not transferred to New Fox, the most significant of which
were the Twentieth Century Fox film and television studios, certain cable networks (primarily FX and National Geographic), TFCF's international
television businesses (including Star) and TFCF's 30% interest in Hulu LLC ("Hulu"). Under the terms of the agreement governing the acquisition,
the Company will generally phase out Fox brands by 2024, but has perpetual rights to certain Fox brands, including the Twentieth Century Fox and
Fox Searchlight brands.
As a result of the acquisition, the Company's ownership interest in Hulu increased to 60%, and the Company started consolidating the results of Hulu
as of the acquisition date. In May 2019, the Company increased its ownership interest in Hulu to 67%, with NBC Universal (NBCU) owning the
remaining 33%. Also in May 2019, the Company entered into a put/call agreement with NBCU that provided the Company with full operational
control of Hulu. In order to obtain regulatory approval for the acquisition of TFCF, the Company agreed to sell TFCF's regional sports networks
(RSN) and sports media operations in Brazil and Mexico. The sale of the RSNs was completed in August 2019.
In November 2019, the Company launched Disney+, a subscription-based direct-to-consumer video streaming service with Disney, Pixar, Marvel,
Star Wars and National Geographic branded programming. The service was launched in the U.S. and four other countries, with further launches in
other countries planned throughout 2020 and 2021.
To find out how to obtain more information regarding us and our business, you should read the documents incorporated and deemed to be
incorporated by reference in this prospectus supplement that are described in the section of this prospectus supplement entitled "Where You Can Find
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
More Information."
Media Networks


·
Significant operations:


· Disney, ESPN, Freeform, FX and National Geographic branded domestic cable networks


· ABC branded broadcast television network and eight owned domestic television stations

S-1
Table of Contents

· Television production and distribution


· National Geographic magazines


· A 50% equity investment in A+E Television Networks ("A+E")
Parks, Experiences and Products


·
Significant operations:


· Parks & Experiences:

·
Theme parks and resorts, which include: Walt Disney World Resort in Florida; Disneyland Resort in California;
Disneyland Paris; Hong Kong Disneyland Resort (47% ownership interest); and Shanghai Disney Resort (43% ownership

interest), all of which are consolidated in our results. Additionally, the Company licenses our intellectual property to a
third party to operate Tokyo Disney Resort

·
Disney Cruise Line, Disney Vacation Club, National Geographic Expeditions (73% ownership interest), Adventures by

Disney and Aulani, a Disney Resort & Spa in Hawaii


· Consumer Products:

·
Licensing of our trade names, characters, visual, literary and other intellectual properties to various manufacturers, game

developers, publishers and retailers throughout the world

·
Sale of branded merchandise through retail, online and wholesale businesses, and development and publishing of books,

comic books and magazines (except National Geographic, which is reported in Media Networks)
Studio Entertainment


·
Significant operations:

· Motion picture production and distribution under the Walt Disney Pictures, Twentieth Century Fox, Marvel, Lucasfilm, Pixar, Fox

Searchlight Pictures and Blue Sky Studios banners


· Development, production and licensing of live entertainment events on Broadway and around the world (stage plays)


· Music production and distribution


· Post-production services, which include visual and audio effects through Industrial Light & Magic and Skywalker Sound
Direct-to-Consumer & International


·
Significant operations:

· Branded international television networks and channels, which include Disney, ESPN, Fox, National Geographic and Star

(International Channels)


· Direct-to-consumer streaming services, which include Disney+, ESPN+, Hotstar and Hulu

https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2

· Other digital content distribution platforms and services

S-2
Table of Contents

· Equity investments:

·
A 50% ownership interest in Endemol Shine Group (which, pursuant to a definitive agreement entered into on

October 25, 2019, the Company has agreed to sell to Banijay Group, subject to customary closing conditions, including
approval from the European Commission; the Company expects the sale to close in fiscal 2021)


·
A 20% ownership interest (49% economic interest) in Seven TV


·
A 30% effective ownership interest in Tata Sky

·
A 21% effective ownership interest in Vice Group Holdings, Inc. (Vice). Vice operates Viceland, which is owned 50% by

Vice and 50% by A+E
TWDC Enterprises 18 Corp.
TWDC Enterprises is a Delaware corporation and a direct, 100%-owned subsidiary of The Walt Disney Company. Its principal executive offices are
located at 500 South Buena Vista Street, Burbank, California 91521, and its telephone number is (818) 560-1000. The notes will be guaranteed on a
senior unsecured basis by TWDC Enterprises and not by any other subsidiary of The Walt Disney Company.
Recent Developments
The outbreak of the novel coronavirus ("COVID-19") and measures to prevent its spread are affecting our business in a number of ways, which
should be considered in connection with an investment in the notes. For further discussion, see our Current Report on Form 8-K filed on March 19,
2020, which is incorporated by reference into this prospectus supplement.

S-3
Table of Contents
The Offering
The following description of certain provisions of the notes offered hereby is not complete, does not contain all the information that is important to
you and is subject to, and qualified in its entirety by reference to, the information appearing in this prospectus supplement under the caption
"Description of the Notes" and in the accompanying prospectus under "Description of Debt Securities of The Walt Disney Company."

Issuer
The Walt Disney Company

Guarantor
The notes will be guaranteed fully and unconditionally by TWDC Enterprises 18 Corp.

The Guarantor will automatically and unconditionally be released and discharged from all
obligations under the guarantee under certain circumstances specified under the caption

"Description of Debt Securities of The Walt Disney Company--The TWDC Enterprises
Guarantee" in the accompanying prospectus.

Securities Offered
C$1,300,000,000 3.057% notes due 2027

Original Issue Date
March 30, 2020

https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
Maturity Date
The notes will mature on March 30, 2027

Interest Rate
Interest on the notes will accrue at a rate of 3.057% per annum from March 30, 2020.

Interest Payment Dates
Interest on the notes will be paid semi-annually in arrears in equal installments on March 30
and September 30 of each year, commencing on September 30, 2020.

Currency of Payments
All payments of interest and principal, including payments made upon any redemption of the
notes, will be made in CAD, except under the limited circumstances provided herein. See
"Currency Conversion."

Optional Redemption
The notes may be redeemed, in whole or in part, at our option, at any time or from time to
time prior to their final maturity date, at the redemption price set forth under "Description of
the Notes--Optional Redemption."

Additional Amounts
If a withholding or deduction is required for any present or future taxes, duties, assessments
or other governmental charges imposed by the United States (as defined below) or any
political subdivision or taxing authority thereof, we or the Guarantor will, subject to
exceptions and limitations, pay to the holder of any note that is beneficially owned by a
United States Alien (as defined below), as additional interest, such Additional Amounts (as
defined below) as may be necessary in order that every net payment on the note, by us or a
paying agent, after deduction or withholding for any present or

S-4
Table of Contents
future tax, duty, assessment or other governmental charge imposed upon such payment by the
United States or any political subdivision or taxing authority thereof, will not be less than the

amount provided in the note to be due and payable. For additional information, including the
definitions of "United States," "United States Alien" and "Additional Amounts," see
"Description of the Notes--Payment of Additional Amounts ."

Redemption for Tax Reasons
We may, at our option, redeem the notes, in whole but not in part, in the event of certain
changes in United States (as defined below) tax laws at a redemption price equal to 100% of
the principal amount of the notes, plus any accrued and unpaid interest thereon (and
Additional Amounts, if any) to the date fixed for redemption, as described under
"Description of the Notes--Redemption for Tax Reasons ."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes,
including the repayment of indebtedness (including commercial paper). See "Use of
Proceeds."

Tax Considerations
You should consult your tax advisor with respect to the U.S. federal income tax
consequences of owning the notes in light of your own particular situation and with respect to
any tax consequences arising under the laws of any state, local, foreign or other taxing
jurisdiction. See "Material U.S. Federal Income Tax Considerations."

Ranking of Notes
The notes will be our senior unsecured obligations and will rank pari passu with all our other
unsecured and unsubordinated indebtedness outstanding from time to time.

Ranking of Guarantee
The guarantee will be the Guarantor's senior unsecured obligation and will rank pari passu
with all its other unsecured and unsubordinated indebtedness outstanding from time to time.

Denominations
The notes will be issued only in minimum denominations of C$2,000 and integral multiples
of C$1,000 in excess thereof.
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2

Form
The notes will be issued in fully-registered, book-entry form. One or more global notes will
be deposited with CDS Clearing and Depository Services Inc. and registered in the name of
CDS & Co., as nominee of CDS Clearing and Depository Services Inc. See "Description of
the Notes--Book-Entry System."

Absence of Public Market
The notes are a new issue of securities for which there is currently no established market.
Accordingly, we cannot assure you as to the development or liquidity of any market for the
notes. We have been advised by the underwriters that they currently intend to make a market
in the notes after completion of the offering. However, they are under no obligation to do so
and may discontinue any market-making activities at any time without notice.

S-5
Table of Contents
Additional Issuances
We may from time to time, without notice to or the consent of the holders of the notes, issue
additional notes ranking pari passu with, and with the same terms and provisions as, the
notes offered hereby (except for the date of original issuance, and, if applicable, the date
from which interest will accrue, the first interest payment date and the offering and sale
prices thereof).

Governing Law
The indenture, including the guarantee, and the notes will be governed by, and construed in
accordance with, the laws of the State of New York.

Trustee
Citibank, N.A.

Paying Agent, Authenticating Agent, Registrar and
BNY Trust Company of Canada
Transfer Agent

Risk Factors
An investment in the notes involves risk. You should consider carefully the specific factors
set forth under the caption "Risk Factors" beginning on page S-7 of this prospectus
supplement and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
September 28, 2019, our subsequent Quarterly Report on Form 10-Q and the other filings
(including, for the avoidance of doubt, the risks described in our Current Report on
Form 8-K filed on March 19, 2020) with the Securities and Exchange Commission that are
incorporated or deemed to be incorporated by reference in this prospectus supplement and the
accompanying prospectus.

S-6
Table of Contents
RISK FACTORS
Your investment in the notes involves certain risks. In consultation with your own financial, tax and legal advisors, you should carefully consider, among
other matters, the following discussion of risks before deciding whether an investment in the notes is suitable for you. The notes are not an appropriate
investment for you if you are unsophisticated with respect to their significant components. The risk factors described below may be updated from time to
time by our filings with the Securities and Exchange Commission under the Exchange Act that we incorporate by reference herein. The risks and
uncertainties described in such incorporated documents and described below are not the only risks and uncertainties that we face. Additional risks and
uncertainties not currently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.
If any of those risks actually occurs, our business, financial condition and results of operations would suffer. See "Cautionary Statement Concerning
Forward-Looking Statements."
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
General
For an enterprise as large and complex as The Walt Disney Company and its subsidiaries are, a wide range of factors could materially affect future
developments and performance. The most significant factors affecting the operations of The Walt Disney Company include those set out in "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019, our subsequent Quarterly Report on Form 10-Q and the other filings
(including, for the avoidance of doubt, the risks described in our Current Report on Form 8-K filed on March 19, 2020) with the Securities and Exchange
Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus. Additional
factors relevant to this offering include the following.
Holders of the notes will receive payments solely in CAD, except under the limited circumstances provided herein.
All payments of interest, premium, if any, and the principal of the notes, any redemption price for the notes, and any Additional Amounts payable in respect
of the notes will be made in CAD, except under the circumstances described under "Currency Conversion." We, the underwriters, the trustee and the
paying agent with respect to the notes will not be obligated to convert, or to assist any registered owner or beneficial owner of notes in converting,
payments of interest, principal, premium, any redemption price or any Additional Amounts in CAD made with respect to the notes into U.S. dollars or any
other currency.
Holders of the notes may be subject to the effects of foreign currency exchange rate fluctuations, as well as possible exchange controls, relating to
CAD.
The initial investors in the notes will be required to pay for the notes in CAD. Neither we nor the underwriters will be obligated to assist the initial
investors in obtaining CAD or in converting other currencies into CAD to facilitate the payment of the purchase price for the notes. An investment in any
security denominated in, and all payments with respect to which are to be made in, a currency other than the currency of the country in which an investor
in the notes resides or the currency in which an investor conducts its business or activities (the "investor's home currency") entails significant risks not
associated with a similar investment in a security denominated in the investor's home currency. In the case of the notes offered hereby, these risks include
the possibility of:

· significant changes in rates of exchange between CAD and the investor's home currency;

· the imposition or subsequent modification of foreign exchange controls with respect to CAD or the investor's home currency; and

· the imposition or subsequent modification of any foreign exchange gains results from an investment in the notes.

S-7
Table of Contents
Even if there are no actual exchange controls, it is possible that CAD would not be available to us when payments on a note are due because of
circumstances beyond our control. As described below under "Currency Conversion," if CAD are unavailable to us due to the imposition of exchange
controls or other circumstances beyond our control, then all payments in respect of the notes will be made in U.S. dollars until CAD are again available to
us.
We have no control over a number of factors affecting the notes offered hereby and foreign exchange rates, including economic, financial and political
events and the supply of and demand for CAD that are important in determining the existence, magnitude and longevity of these risks and their effects.
Changes in foreign currency exchange rates between two currencies result from the interaction over time of many factors directly or indirectly affecting
economic and political conditions in the countries issuing such currencies, and economic and political developments globally and in other relevant
countries. Foreign currency exchange rates may be affected by, among other factors, existing and expected rates of inflation, existing and expected interest
rate levels, the balance of payments between countries, the perceived stability of political conditions in various countries and the extent of governmental
surpluses or deficits in various countries. All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the governments of
various countries important to international trade and finance.
Rates of exchange between CAD and other currencies have been volatile and similar or greater volatility may occur in the future. However, the exchange
rates of an investor's home currency for CAD and the fluctuations in those exchange rates that have occurred in the past are not necessarily indicative of
the exchange rates or the fluctuations therein that may occur in the future. Depreciation of CAD against the investor's home currency would result in a
decrease in the investor's home currency equivalent yield on a note, in the investor's home currency equivalent of the principal payable at the maturity of
that note, the price payable upon any redemption of notes and any Additional Amounts payable in respect of the notes, and generally in the investor's home
currency equivalent market value of that note. Appreciation of CAD in relation to the investor's home currency would have the opposite effects.
Canada may, in the future, impose exchange controls and/or modify any exchange controls imposed, which controls could affect exchange rates, as well as
the availability of CAD at the time of payment of principal of, interest on, or any redemption payment or Additional Amounts with respect to, the notes.
This description of foreign exchange risks does not describe all the risks of an investment in securities, including, in particular, the notes, that are
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


424B2
denominated or payable in a currency other than an investor's home currency. You should consult your own financial, tax and legal advisors as to the risks
involved in an investment in the notes.
The notes permit us to make payments in U.S. dollars if we are unable to obtain CAD.
If CAD are unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the
notes will be made in U.S. dollars until CAD are again available to us. In those circumstances, the amount payable on any date in CAD will be converted
into U.S. dollars on the basis of the then most recently available market exchange rate for CAD, as determined by us in our sole discretion. Any payment in
respect of the notes so made in U.S. dollars will not constitute an event of default (as defined in the accompanying prospectus under the caption
"Description of Debt Securities of The Walt Disney Company--Events of Default") under the notes or the indenture governing the notes. There can be no
assurance that this exchange rate will be as favorable to holders of notes as the exchange rate that might otherwise be determined by applicable law or the
exchange rate that might have been used had that rate been determined as of a specific date or with reference to a specific publication or other source of
exchange rate data. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of the notes.

S-8
Table of Contents
Judgments in a foreign currency could result in a substantial loss to you.
The indenture, including the guarantee, and the notes will be governed by, and construed in accordance with, the laws of the State of New York. Courts in
the United States customarily have not rendered judgments for money damages denominated in any currency other than U.S. dollars. It is not clear,
however, whether in granting any judgment, the rate of conversion into U.S. dollars would be determined with reference to the date of default, the date
judgment is rendered, the date when the obligation is actually paid (as several states of the United States have adopted the Uniform Foreign Money Claims
Act, which endorses the "payment date" rule) or some other date.
Under the New York judiciary law, an action based upon an obligation denominated in CAD will be rendered in CAD. Any judgment awarded in such an
action will be converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree. The exchange rate on the
date of judgment could be more or less favorable than the exchange rate on the date the judgment is paid. There will be no provision for any further
payments if exchange rates continue to change after the judgment is rendered.
There may not be any trading market for your notes; many factors affect the trading and market value of your notes.
The notes are a new issue of securities and, upon issuance, your notes will not have an established trading market. We do not intend to apply for listing or
quotation of the notes on any securities exchange or on any automated quotation system. We cannot assure you a trading market for your notes will ever
develop or be maintained if developed. Furthermore, we cannot assure you as to the liquidity of any trading market that may develop for any of the notes,
whether you will be able to sell the notes, or the prices at which you may be able to sell the notes. In addition to our creditworthiness, many factors will
affect the trading market for, and trading value of, your notes. These factors include the risk factors described and referred to elsewhere in this "Risk
Factors" section and the following:

· the interest rate on the notes;

· the time remaining to the maturity of the notes;

· the outstanding amount of the notes;

· the redemption features of the notes;

· fluctuations in exchange rates between your currency and CAD;

· the level, direction and volatility of market interest rates generally;

· market perceptions of the level, direction and volatility of interest rates generally; and

· the trading value of comparable securities.
There may be a limited number of buyers when you decide to sell your notes. This may affect the price you receive for your notes or your ability to sell
your notes at all. You should not purchase the notes unless you understand and know you can bear all of the investment risks involving your notes.
The Walt Disney Company is a holding company, and the notes will be structurally subordinated to the indebtedness and other liabilities of our
subsidiaries, other than the Guarantor. The guarantee will be structurally subordinated to the indebtedness and other liabilities of the Guarantor's
subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. The guarantee is the Guarantor's obligation exclusively and not any of its
subsidiaries. Operations are conducted almost entirely through our subsidiaries. Our and the Guarantor's subsidiaries are separate legal entities that have no
https://www.sec.gov/Archives/edgar/data/1001039/000119312520088725/d908442d424b2.htm[3/30/2020 8:07:36 AM]


Document Outline