Bond Walt Disney Studios 6.4% ( US254687EB89 ) in USD

Walt Disney Studios

100 % ▼

United States

US254687EB89 ( in USD )

6.4% per year ( payment 2 times a year)

15/12/2035

Prospectus brochure of the bond Walt Disney US254687EB89 en USD 6.4%, maturity 15/12/2035

2 000 USD

971 816 000 USD

254687EB8

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/06/2025 ( In 24 days )

Walt Disney was a pioneering animator, film producer, and entrepreneur who created the globally renowned Walt Disney Company, revolutionizing animation and entertainment with iconic characters and innovative filmmaking techniques.

The Bond issued by Walt Disney Studios ( United States ) , in USD, with the ISIN code US254687EB89, pays a coupon of 6.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/12/2035

The Bond issued by Walt Disney Studios ( United States ) , in USD, with the ISIN code US254687EB89, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Walt Disney Studios ( United States ) , in USD, with the ISIN code US254687EB89, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B3
424B3 1 d809481d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-234121
333-234121-01

PROSPECTUS

TWDC ENTERPRISES 18 CORP.
Offer to Exchange
This is an offer by The Walt Disney Company, a Delaware corporation (the "Issuer" or "Disney"), to exchange:
(1) up to $370,982,000 5.650% Notes due 2020 ("Original 5.650% 2020 Notes") for a like principal amount of 5.650% Notes due 2020, which have been registered under
the Securities Act of 1933, as amended (the "Securities Act") ("Exchange 5.650% 2020 Notes");
(2) up to $863,324,000 4.500% Notes due 2021 ("Original 4.500% 2021 Notes") for a like principal amount of 4.500% Notes due 2021, which have been registered under
the Securities Act ("Exchange 4.500% 2021 Notes");
(3) up to $921,824,000 3.000% Notes due 2022 ("Original 3.000% 2022 Notes") for a like principal amount of 3.000% Notes due 2022, which have been registered under
the Securities Act ("Exchange 3.000% 2022 Notes");
(4) up to $198,404,000 8.875% Notes due 2023 ("Original 8.875% 2023 Notes") for a like principal amount of 8.875% Notes due 2023, which have been registered under
the Securities Act ("Exchange 8.875% 2023 Notes");
(5) up to $284,844,000 4.000% Notes due 2023 ("Original 4.000% 2023 Notes") for a like principal amount of 4.000% Notes due 2023, which have been registered under
the Securities Act ("Exchange 4.000% 2023 Notes");
(6) up to $186,329,000 7.750% Notes due January 2024 ("Original 7.750% January 2024 Notes") for a like principal amount of 7.750% Notes due January 2024, which
have been registered under the Securities Act ("Exchange 7.750% January 2024 Notes");
(7) up to $68,112,000 7.750% Notes due February 2024 ("Original 7.750% February 2024 Notes") for a like principal amount of 7.750% Notes due February 2024, which
have been registered under the Securities Act ("Exchange 7.750% February 2024 Notes");
(8) up to $192,745,000 9.500% Notes due 2024 ("Original 9.500% 2024 Notes") for a like principal amount of 9.500% Notes due 2024, which have been registered under
the Securities Act ("Exchange 9.500% 2024 Notes");
(9) up to $577,316,000 3.700% Notes due 2024 ("Original 3.700% 2024 Notes") for a like principal amount of 3.700% Notes due 2024, which have been registered under
the Securities Act ("Exchange 3.700% 2024 Notes");
(10) up to $186,242,000 8.500% Notes due 2025 ("Original 8.500% 2025 Notes") for a like principal amount of 8.500% Notes due 2025, which have been registered under
the Securities Act ("Exchange 8.500% 2025 Notes");
(11) up to $592,298,000 3.700% Notes due 2025 ("Original 3.700% 2025 Notes") for a like principal amount of 3.700% Notes due 2025, which have been registered under
the Securities Act ("Exchange 3.700% 2025 Notes");
(12) up to $238,084,000 7.700% Notes due 2025 ("Original 7.700% 2025 Notes") for a like principal amount of 7.700% Notes due 2025, which have been registered under
the Securities Act ("Exchange 7.700% 2025 Notes");
(13) up to $229,499,000 7.430% Notes due 2026 ("Original 7.430% 2026 Notes") for a like principal amount of 7.430% Notes due 2026, which have been registered under
the Securities Act ("Exchange 7.430% 2026 Notes");
(14) up to $436,340,000 3.375% Notes due 2026 ("Original 3.375% 2026 Notes") for a like principal amount of 3.375% Notes due 2026, which have been registered under
the Securities Act ("Exchange 3.375% 2026 Notes");
(15) up to $194,125,000 7.125% Notes due 2028 ("Original 7.125% 2028 Notes") for a like principal amount of 7.125% Notes due 2028, which have been registered under
the Securities Act ("Exchange 7.125% 2028 Notes");
(16) up to $195,582,000 7.300% Notes due 2028 ("Original 7.300% 2028 Notes") for a like principal amount of 7.300% Notes due 2028, which have been registered under
the Securities Act ("Exchange 7.300% 2028 Notes");
(17) up to $195,100,000 7.280% Notes due 2028 ("Original 7.280% 2028 Notes") for a like principal amount of 7.280% Notes due 2028, which have been registered under
the Securities Act ("Exchange 7.280% 2028 Notes");
(18) up to $187,789,000 7.625% Notes due 2028 ("Original 7.625% 2028 Notes") for a like principal amount of 7.625% Notes due 2028, which have been registered under
the Securities Act ("Exchange 7.625% 2028 Notes");
(19) up to $342,347,000 6.550% Notes due 2033 ("Original 6.550% 2033 Notes") for a like principal amount of 6.550% Notes due 2033, which have been registered under
the Securities Act ("Exchange 6.550% 2033 Notes");
(20) up to $194,866,000 8.450% Notes due 2034 ("Original 8.450% 2034 Notes") for a like principal amount of 8.450% Notes due 2034, which have been registered under
the Securities Act ("Exchange 8.450% 2034 Notes");
(21) up to $984,222,000 6.200% Notes due 2034 ("Original 6.200% 2034 Notes") for a like principal amount of 6.200% Notes due 2034, which have been registered under
the Securities Act ("Exchange 6.200% 2034 Notes");
(22) up to $973,196,000 6.400% Notes due 2035 ("Original 6.400% 2035 Notes") for a like principal amount of 6.400% Notes due 2035, which have been registered under
the Securities Act ("Exchange 6.400% 2035 Notes");
(23) up to $239,786,000 8.150% Notes due 2036 ("Original 8.150% 2036 Notes") for a like principal amount of 8.150% Notes due 2036, which have been registered under
the Securities Act ("Exchange 8.150% 2036 Notes");
(24) up to $321,934,000 6.150% Notes due 2037 ("Original 6.150% 2037 Notes") for a like principal amount of 6.150% Notes due 2037, which have been registered under
the Securities Act ("Exchange 6.150% 2037 Notes");
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
(25) up to $1,234,237,000 6.650% Notes due 2037 ("Original 6.650% 2037 Notes") for a like principal amount of 6.650% Notes due 2037, which have been registered
under the Securities Act ("Exchange 6.650% 2037 Notes");
(26) up to $141,229,000 6.750% Notes due 2038 ("Original 6.750% 2038 Notes") for a like principal amount of 6.750% Notes due 2038, which have been registered under
the Securities Act ("Exchange 6.750% 2038 Notes");
(27) up to $111,283,000 7.850% Notes due 2039 ("Original 7.850% 2039 Notes") for a like principal amount of 7.850% Notes due 2039, which have been registered under
the Securities Act ("Exchange 7.850% 2039 Notes");
(28) up to $236,418,000 6.900% Notes due 2039 ("Original 6.900% 2039 Notes") for a like principal amount of 6.900% Notes due 2039, which have been registered under
the Securities Act ("Exchange 6.900% 2039 Notes");
(29) up to $631,871,000 6.150% Notes due 2041 ("Original 6.150% 2041 Notes") for a like principal amount of 6.150% Notes due 2041, which have been registered under
the Securities Act ("Exchange 6.150% 2041 Notes");
Table of Contents
(30) up to $683,836,000 5.400% Notes due 2043 ("Original 5.400% 2043 Notes") for a like principal amount of 5.400% Notes due 2043, which have been registered under
the Securities Act ("Exchange 5.400% 2043 Notes");
(31) up to $588,724,000 4.750% Notes due 2044 ("Original 4.750% 2044 Notes") for a like principal amount of 4.750% Notes due 2044, which have been registered under
the Securities Act ("Exchange 4.750% 2044 Notes");
(32) up to $399,301,000 4.950% Notes due 2045 ("Original 4.950% 2045 Notes") for a like principal amount of 4.950% Notes due 2045, which have been registered under
the Securities Act ("Exchange 4.950% 2045 Notes");
(33) up to $324,985,000 7.750% Notes due 2045 ("Original 7.750% 2045 Notes") for a like principal amount of 7.750% Notes due 2045, which have been registered under
the Securities Act ("Exchange 7.750% 2045 Notes");
(34) up to $399,892,000 4.750% Notes due 2046 ("Original 4.750% 2046 Notes") for a like principal amount of 4.750% Notes due 2046, which have been registered under
the Securities Act ("Exchange 4.750% 2046 Notes");
(35) up to $93,955,000 7.900% Notes due 2095 ("Original 7.900% 2095 Notes") for a like principal amount of 7.900% Notes due 2095, which have been registered under
the Securities Act ("Exchange 7.900% 2095 Notes"); and
(36) up to $77,418,000 8.250% Notes due 2096 ("Original 8.250% 2096 Notes" and, together with the Original 5.650% 2020 Notes, Original 4.500% 2021 Notes, Original
3.000% 2022 Notes, Original 8.875% 2023 Notes, Original 4.000% 2023 Notes, Original 7.750% January 2024 Notes, Original 7.750% February 2024 Notes, Original
9.500% 2024 Notes, Original 3.700% 2024 Notes, Original 8.500% 2025 Notes, Original 3.700% 2025 Notes, Original 7.700% 2025 Notes, Original 7.430% 2026 Notes,
Original 3.375% 2026 Notes, Original 7.125% 2028 Notes, Original 7.300% 2028 Notes, Original 7.280% 2028 Notes, Original 7.625% 2028 Notes, Original 6.550% 2033
Notes, Original 8.450% 2034 Notes, Original 6.200% 2034 Notes, Original 6.400% 2035 Notes, Original 8.150% 2036 Notes, Original 6.150% 2037 Notes, Original 6.650%
2037 Notes, Original 6.750% 2038 Notes, Original 7.850% 2039 Notes, Original 6.900% 2039 Notes, Original 6.150% 2041 Notes, Original 5.400% 2043 Notes, Original
4.750% 2044 Notes, Original 4.950% 2045 Notes, Original 7.750% 2045 Notes, Original 4.750% 2046 Notes and Original 7.900% 2095 Notes, the "original notes")
for a like principal amount of 8.250% Notes due 2096, which have been registered under the Securities Act ("Exchange 8.250% 2096 Notes" and, together with the
Exchange 5.650% 2020 Notes, Exchange 4.500% 2021 Notes, Exchange 3.000% 2022 Notes, Exchange 8.875% 2023 Notes, Exchange 4.000% 2023 Notes, Exchange 7.750%
January 2024 Notes, Exchange 7.750% February 2024 Notes, Exchange 9.500% 2024 Notes, Exchange 3.700% 2024 Notes, Exchange 8.500% 2025 Notes, Exchange
3.700% 2025 Notes, Exchange 7.700% 2025 Notes, Exchange 7.430% 2026 Notes, Exchange 3.375% 2026 Notes, Exchange 7.125% 2028 Notes, Exchange 7.300% 2028
Notes, Exchange 7.280% 2028 Notes, Exchange 7.625% 2028 Notes, Exchange 6.550% 2033 Notes, Exchange 8.450% 2034 Notes, Exchange 6.200% 2034 Notes, Exchange
6.400% 2035 Notes, Exchange 8.150% 2036 Notes, Exchange 6.150% 2037 Notes, Exchange 6.650% 2037 Notes, Exchange 6.750% 2038 Notes, Exchange 7.850% 2039
Notes, Exchange 6.900% 2039 Notes, Exchange 6.150% 2041 Notes, Exchange 5.400% 2043 Notes, Exchange 4.750% 2044 Notes, Exchange 4.950% 2045 Notes, Exchange
7.750% 2045 Notes, Exchange 4.750% 2046 Notes and Exchange 7.900% 2095 Notes, the "exchange notes").
We are conducting the exchange offers (the "exchange offers") in order to provide you with an opportunity to exchange your original notes for exchange notes that have
been registered under the Securities Act. The original notes and the exchange notes are sometimes referred to in this prospectus together as the "notes".
Material Terms of the Exchange Offers:

·
The Issuer will exchange all original notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.

·
You may withdraw tenders of original notes at any time prior to the expiration of the relevant exchange offer.

·
Each exchange offer will expire at 5:00 p.m., New York City time, on November 22, 2019 (the "expiration date"), unless extended. We do not currently intend to

extend the expiration date unless required to do so by applicable law as described under "The Exchange Offers--Expiration Date; Extensions; Amendments ".

·
The original notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.

·
To exchange your original notes, you are required to make certain representations to us. See "The Exchange Offers--Procedures for Tendering " for more information.

·
We will not receive any proceeds from the exchange offers.
The Exchange Notes:

·
The terms of the exchange notes to be issued in the exchange offers are substantially identical to the terms of the corresponding series of original notes, except that the
exchange notes will be registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the original

notes will not apply to the exchange notes. The exchange notes will represent the same debt as the original notes, and the Issuer will issue the exchange notes under
the same indenture that governs the applicable series of original notes.

·
The exchange notes will be fully, unconditionally, jointly and severally guaranteed on an unsecured unsubordinated basis by the same entity that guarantees the original

notes, specifically TWDC Enterprises 18 Corp. (the "Guarantor" or "TWDC Enterprises"). The guarantee constitutes a separate security that is being offered by the
Guarantor. See "Description of Notes--The Guarantee ".

·
The exchange notes will not be listed on any securities exchange or any automated dealer quotation system and there is currently no market for the exchange notes.
All untendered original notes will continue to be subject to the restrictions on transfer set forth in the original notes and in the indenture governing the applicable series of original
notes. In general, the original notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. Other than in connection with the exchange offers, the Issuer does not currently anticipate that it will register any series of the original notes
under the Securities Act.
Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale
of such exchange notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
other trading activities. The Issuer has agreed that it will furnish to each broker-dealer who has delivered the notice to the Issuer required by and in accordance with the registration
rights agreement (as defined herein), without charge, as many copies of this prospectus and any amendment and supplement hereto, as such participating broker-dealer may
reasonably request in connection with its resale of such exchange notes. See "Plan of Distribution".
Investing in the exchange notes involves risks. See "Risk Factors " beginning on page 16 for a discussion of certain factors you should consider in connection
with the exchange offers and an investment in the exchange notes.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is October 22, 2019.
Table of Contents
You should rely only on the information contained in this prospectus and the documents incorporated by reference herein. We have not
authorized any person to provide you with any information or represent anything about us or the exchange offers that is not contained in this
prospectus or incorporated by reference herein. If given or made, any such other information or representation should not be relied upon as
having been authorized by us. You should not assume that the information contained in this prospectus is accurate as of any date other than the
date on the front of this prospectus.
We are not making the exchange offers to, nor will we accept surrenders for exchange from, holders of outstanding original notes in any
jurisdiction in which the applicable exchange offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it
is otherwise unlawful.
TABLE OF CONTENTS

Page
EXPLANATORY NOTE

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

iv
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

v
PROSPECTUS SUMMARY

1
RISK FACTORS

16
USE OF PROCEEDS

19
SELECTED CONSOLIDATED FINANCIAL DATA

20
THE EXCHANGE OFFERS

22
DESCRIPTION OF NOTES

34
BOOK-ENTRY, DELIVERY AND FORM

58
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

61
PLAN OF DISTRIBUTION

62
VALIDITY OF THE SECURITIES

66
EXPERTS

67
This prospectus incorporates business and financial information about us that is not included in or delivered with this prospectus. We will provide without
charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, on the written or oral request of that person, a
copy of any or all of the documents which have been or may be incorporated by reference in this prospectus other than exhibits to these documents, unless
the exhibits are also specifically incorporated by reference herein. Requests for copies should be directed to The Walt Disney Company, 500 South Buena
Vista Street, Burbank, California 91521, Attention: Senior Vice President, Investor Relations; telephone number (818) 560-1000. You should not assume
that the information in this prospectus or any document incorporated by reference herein is accurate as of any date other than the respective dates of those
documents. Our business, financial condition, results of operations and prospects may have changed since such dates. The information relating to us
contained in this prospectus does not purport to be complete and should be read together with the information contained in the documents incorporated or
deemed to be incorporated by reference in this prospectus.
In order to ensure timely delivery of the requested documents, requests should be made no later than November 15, 2019, which is five business
days before the date the exchange offers expire.
See "Where You Can Find More Information" and "Incorporation of Certain Information By Reference".

i
Table of Contents
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
EXPLANATORY NOTE
On March 20, 2019, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among TFCF Corporation (formerly
known as Twenty-First Century Fox, Inc.) ("TFCF"), TWDC Enterprises 18 Corp. (formerly known as The Walt Disney Company), which we refer to as
the "Guarantor" or "TWDC Enterprises", The Walt Disney Company (formerly known as TWDC Holdco 613 Corp.), which we refer to as "Disney" or
"Issuer", WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc., Disney acquired all of the outstanding shares of TFCF through a
transaction in which: (i) WDC Merger Enterprises I, Inc. merged with and into the Guarantor, with the Guarantor surviving such merger as a 100% owned
subsidiary of Disney (the "Disney Merger") and (ii) WDC Merger Enterprises II, Inc. merged with and into TFCF, with TFCF surviving such merger as a
100% owned subsidiary of Disney (the "TFCF Merger" and, together with the Disney Merger, the "Mergers"). As a result of the Mergers, among other
things, Disney became the ultimate parent of the Guarantor, TFCF and their respective subsidiaries. Effective as of the effective time of the Disney Merger,
which occurred at 12:01 a.m., Eastern Time, on March 20, 2019, Disney changed its name to "The Walt Disney Company" and the Guarantor changed its
name to "TWDC Enterprises 18 Corp".
When we refer to "The Walt Disney Company", the "Company", "we", "our" and "us" in this prospectus under the headings "Where You Can Find More
Information", "Cautionary Statement Concerning Forward-Looking Statements" and "Prospectus Summary--The Walt Disney Company ", we mean The
Walt Disney Company and its subsidiaries, including TWDC Enterprises, through which various businesses are actually conducted. When such terms are
used elsewhere in this prospectus, we refer only to The Walt Disney Company unless the context otherwise requires or as otherwise indicated. When we
refer to our Annual Report on Form 10-K for the fiscal year ended September 29, 2018 and Quarterly Report on Form 10-Q for the quarterly period ended
December 29, 2018, we mean the Annual Report on Form 10-K and Quarterly Report on Form 10-Q for such periods filed by TWDC Enterprises.

ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange offers. This prospectus does not
contain all of the information contained in the registration statement and the exhibits to the registration statement. You should refer to the registration
statement, including the exhibits, for further information about the exchange notes being offered hereby. Copies of our SEC filings, including the exhibits
to the registration statement, are available through us or from the SEC through the SEC's website.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains
reports, proxy and information statements, and other information regarding issuers, including The Walt Disney Company, that file electronically with the
SEC. The public can obtain any documents that we file electronically with the SEC at http://www.sec.gov. Our SEC filings and other information about
The Walt Disney Company are also available at our website at www.thewaltdisneycompany.com. Except for documents filed with the SEC and
incorporated by reference into this prospectus, no information contained in, or that can be accessed through, our website is to be considered part of this
prospectus.
This prospectus constitutes part of a registration statement on Form S-4 that we filed with the SEC under the Securities Act. As permitted by the rules and
regulations of the SEC, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. For further
information, you should refer to the registration statement and its exhibits.
Statements contained in this prospectus or in any document incorporated by reference herein as to the contents of any contract or other document referred
to herein or therein are not necessarily complete, and, in each instance, reference is made to the copy of the contract or other document filed as an exhibit
to, or incorporated by reference in, the registration statement, each statement being qualified in all respects by such reference.

iii
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We and TWDC Enterprises have elected to "incorporate by reference" certain information into this prospectus. By incorporating by reference, we and
TWDC Enterprises can disclose important information to you by referring you to another document we have filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus, except for information incorporated by reference that is superseded by
information contained in this prospectus or any document we subsequently file with the SEC that is incorporated or deemed to be incorporated by reference
in this prospectus. Likewise, any statement in this prospectus or any document which is incorporated or deemed to be incorporated by reference herein will
be deemed to have been modified or superseded to the extent that any statement contained in any document that we subsequently file with the SEC that is
incorporated or deemed to be incorporated by reference herein modifies or supersedes that statement. We and TWDC Enterprises incorporate by reference
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
the following documents that we and TWDC Enterprises have previously filed with the SEC (other than information in such documents that is deemed not
to be filed):

(a)
TWDC Enterprises's Annual Report on Form 10-K for the fiscal year ended September 29, 2018, filed on November 21, 2018 (the financial

statements and the related audit opinion have been superseded by the financial statements and audit report in TWDC Enterprises's Current
Report on Form 8-K filed on February 15, 2019 and The Walt Disney Company's Current Report on Form 8-K filed on August 14, 2019);

(b)
TWDC Enterprises's Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2018, filed on February 5, 2019 (the

financial statements have been superseded by the financial statements in The Walt Disney Company's Current Report on Form 8-K filed on
August 14, 2019);

(c)
the information in TWDC Enterprises's proxy statement filed on January 11, 2019, but only to the extent such information is incorporated by

reference in TWDC Enterprises's Annual Report on Form 10-K for the fiscal year ended September 29, 2018;

(d)
TWDC Enterprises's Current Reports on Form 8-K filed on October 5, 2018, October 15, 2018, October 22, 2018, October 29, 2018,
November 27, 2018, November 30, 2018, December 3, 2018, December 4, 2018, December 26, 2018, January 8, 2019, January 18, 2019

(first filing only), January 25, 2019, January 29, 2019, January 30, 2019, February 6, 2019, February 15, 2019, February 21, 2019, March
1, 2019, March 4, 2019, March 5, 2019, March 8, 2019, March 8, 2019, March 12, 2019, March 18, 2019 and March 20, 2019;

(e)
The Walt Disney Company's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2019, filed on May 8, 2019 and

Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2019, filed on August 6, 2019; and

(f)
The Walt Disney Company's Current Reports on Form 8-K filed on March 20, 2019, on Form 8-K12B filed on March 20, 2019, on

Form 8-K/A filed on March 27, 2019 and on Form 8-K filed on May 3, 2019, May 14, 2019, August 14, 2019, August 29, 2019,
September 3, 2019, September 6, 2019, September 17, 2019, October 1, 2019 and October 11, 2019.
We also are incorporating by reference all future documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the notes made hereby (in each case other than information in and exhibits to such documents that are deemed not
to be filed). The most recent information that we file with the SEC automatically updates and, to the extent inconsistent with prior information, supersedes
more dated information.
Except as incorporated by reference herein from TWDC Enterprises's filings with the SEC, this prospectus omits financial statements for TWDC
Enterprises, as permitted by the SEC in Rule 3-10(e) of Regulation S-X. TWDC Enterprises is our 100% owned subsidiary, and the notes issued under this
prospectus will be fully and unconditionally guaranteed by TWDC Enterprises.

iv
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be incorporated by reference herein 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 or the documents incorporated or deemed to be incorporated by
reference herein, 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 29, 2018 and in any subsequent Quarterly Reports on Form 10-Q (including, for the avoidance of doubt, the Quarterly Report
on Form 10-Q for the quarterly period ended December 29, 2018 filed by TWDC Enterprises) and Annual Reports on Form 10-K under Item 1A, "Risk
Factors" as well as in any subsequent periodic or current reports filed with the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended (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 or, in the case of
documents incorporated or deemed to be incorporated by reference herein, 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.

v
Table of Contents
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
PROSPECTUS SUMMARY
This summary highlights certain information about our business and the exchange offers. This is a summary of information contained elsewhere in
this prospectus, the accompanying letter of transmittal or incorporated by reference herein and does not contain all of the information that you should
consider before investing in the exchange notes. For a more complete understanding of this offering and our business, you should read this entire
prospectus, including the section entitled "Risk Factors", the accompanying letter of transmittal and all documents incorporated by reference herein.
The Walt Disney Company
The Walt Disney Company, together with its subsidiaries through which businesses are conducted, 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 TFCF. 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, including the Twentieth Century Fox film and television studios,
certain cable networks and TFCF's international TV businesses; these remaining assets and businesses are held directly or indirectly by the acquired
TFCF entity.
As part of the acquisition, the Company agreed to sell TFCF's Regional Sports Networks, which was completed in August 2019, and certain sport
media operations in Brazil and Mexico. In addition, as a result of the TFCF acquisition the Company's ownership interest in Hulu LLC ("Hulu")
increased to 60% (67% as of June 29, 2019). The acquired TFCF businesses are generally branded Fox, FX, National Geographic and Star.
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 that are described in the section of this prospectus entitled "Where You Can Find More Information."
Media Networks

·
Significant operations:

· Disney, ESPN (80% ownership interest), Freeform, FX and National Geographic (73% ownership interest) branded domestic cable

networks

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

· Television production and distribution

· National Geographic magazine business

· A 50% equity investment in A+E Television Networks ("A+E"), which operates a variety of cable networks including A&E,

HISTORY and Lifetime

1
Table of Contents
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, Disney and National Geographic (73% ownership interest) branded travel
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3

businesses, 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,

magazines (excluding National Geographic, which is reported in Media Networks) and comic books
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 including visual and audio effects through Industrial Light & Magic and Skywalker Sound banners
Direct-to-Consumer & International

·
Significant operations:

· Disney, ESPN, Fox, FX, National Geographic and Star branded international television networks and channels

· Direct-to-consumer streaming services distributed digitally to internet-connected devices, including Disney+, which we plan to

launch in the U.S. and selected countries in November 2019 with ongoing global launch anticipated throughout 2020 and 2021,
ESPN+, Hotstar and Hulu

· BAMTech LLC ("BAMTech") (owned 75% by the Company since September 2017), which provides streaming technology

services

2
Table of Contents

· Equity investments:

·
A 50% ownership interest in Endemol Shine Group, which is a multi-platform content provider with creative operations

across the world's major markets

·
A 27% effective ownership interest in Vice Group Holdings, Inc. ("Vice"), which is a media company that targets

millennial audiences. 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.

3
Table of Contents
https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
Summary of the Terms of the Exchange Offers

Background
On March 20, 2019 the Issuer completed its offers to (i) "qualified institutional buyers"
(within the meaning of Rule 144A under the Securities Act) and (ii) non-"U.S. persons"
outside of the United States (within the meaning of Regulation S under the Securities Act) to
exchange (the "prior private exchange offers") any and all outstanding notes issued by 21st
Century Fox America, Inc. (the "21CFA Notes") for the original notes and cash. In
connection with each of the prior private exchange offers, on March 20, 2019, the Issuer and
the Guarantor entered into a registration rights agreement (the "registration rights
agreement") with the dealer managers in which the Issuer agreed, among other things, to
complete the exchange offers. On October 3, 2019, the Issuer completed cash tender offers
(the "Tender Offers") to purchase certain outstanding notes of the Issuer as described in the
Amended and Restated Offer to Purchase dated as of September 3, 2019 (as amended by the
press release dated September 17, 2019) and related Letter of Transmittal (as amended by the
press release dated September 17, 2019). The exchange offers pursuant to this prospectus are
in respect of the original notes that remain outstanding following such Tender Offers. See
"The Exchange Offers--Purpose of the Exchange Offers; Registration Rights ".

The Exchange Offers
The Issuer is offering to exchange:

· the unregistered Original 5.650% 2020 Notes for an equivalent amount of the Exchange

5.650% 2020 Notes, which have been registered under the Securities Act;

· the unregistered Original 4.500% 2021 Notes for an equivalent amount of the Exchange

4.500% 2021 Notes, which have been registered under the Securities Act;

· the unregistered Original 3.000% 2022 Notes for an equivalent amount of the Exchange

3.000% 2022 Notes, which have been registered under the Securities Act;

· the unregistered Original 8.875% 2023 Notes for an equivalent amount of the Exchange

8.875% 2023 Notes, which have been registered under the Securities Act;

· the unregistered Original 4.000% 2023 Notes for an equivalent amount of the Exchange

4.000% 2023 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.750% January 2024 Notes for an equivalent amount of the

Exchange 7.750% January 2024 Notes, which have been registered under the Securities
Act;

· the unregistered Original 7.750% February 2024 Notes for an equivalent amount of the

Exchange 7.750% February 2024 Notes, which have been registered under the Securities
Act;

4
Table of Contents
· the unregistered Original 9.500% 2024 Notes for an equivalent amount of the Exchange

9.500% 2024 Notes, which have been registered under the Securities Act;

· the unregistered Original 3.700% 2024 Notes for an equivalent amount of the Exchange

3.700% 2024 Notes, which have been registered under the Securities Act;

· the unregistered Original 8.500% 2025 Notes for an equivalent amount of the Exchange

8.500% 2025 Notes, which have been registered under the Securities Act;

· the unregistered Original 3.700% 2025 Notes for an equivalent amount of the Exchange

3.700% 2025 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.700% 2025 Notes for an equivalent amount of the Exchange

7.700% 2025 Notes, which have been registered under the Securities Act;

https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
· the unregistered Original 7.430% 2026 Notes for an equivalent amount of the Exchange

7.430% 2026 Notes, which have been registered under the Securities Act;

· the unregistered Original 3.375% 2026 Notes for an equivalent amount of the Exchange

3.375% 2026 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.125% 2028 Notes for an equivalent amount of the Exchange

7.125% 2028 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.300% 2028 Notes for an equivalent amount of the Exchange

7.300% 2028 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.280% 2028 Notes for an equivalent amount of the Exchange

7.280% 2028 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.625% 2028 Notes for an equivalent amount of the Exchange

7.625% 2028 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.550% 2033 Notes for an equivalent amount of the Exchange

6.550% 2033 Notes, which have been registered under the Securities Act;

· the unregistered Original 8.450% 2034 Notes for an equivalent amount of the Exchange

8.450% 2034 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.200% 2034 Notes for an equivalent amount of the Exchange

6.200% 2034 Notes, which have been registered under the Securities Act;

5
Table of Contents
· the unregistered Original 6.400% 2035 Notes for an equivalent amount of the Exchange

6.400% 2035 Notes, which have been registered under the Securities Act;

· the unregistered Original 8.150% 2036 Notes for an equivalent amount of the Exchange

8.150% 2036 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.150% 2037 Notes for an equivalent amount of the Exchange

6.150% 2037 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.650% 2037 Notes for an equivalent amount of the Exchange

6.650% 2037 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.750% 2038 Notes for an equivalent amount of the Exchange

6.750% 2038 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.850% 2039 Notes for an equivalent amount of the Exchange

7.850% 2039 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.900% 2039 Notes for an equivalent amount of the Exchange

6.900% 2039 Notes, which have been registered under the Securities Act;

· the unregistered Original 6.150% 2041 Notes for an equivalent amount of the Exchange

6.150% 2041 Notes, which have been registered under the Securities Act;

· the unregistered Original 5.400% 2043 Notes for an equivalent amount of the Exchange

5.400% 2043 Notes, which have been registered under the Securities Act;

· the unregistered Original 4.750% 2044 Notes for an equivalent amount of the Exchange

4.750% 2044 Notes, which have been registered under the Securities Act;

· the unregistered Original 4.950% 2045 Notes for an equivalent amount of the Exchange

4.950% 2045 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.750% 2045 Notes for an equivalent amount of the Exchange

https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

424B3
7.750% 2045 Notes, which have been registered under the Securities Act;

· the unregistered Original 4.750% 2046 Notes for an equivalent amount of the Exchange

4.750% 2046 Notes, which have been registered under the Securities Act;

· the unregistered Original 7.900% 2095 Notes for an equivalent amount of the Exchange

7.900% 2095 Notes, which have been registered under the Securities Act; and

6
Table of Contents
· the unregistered Original 8.250% 2096 Notes for an equivalent amount of the Exchange

8.250% 2096 Notes, which have been registered under the Securities Act.

The original notes may only be tendered in an amount equal to $2,000 in principal amount or

in integral multiples of $1,000 in excess thereof. See "The Exchange Offers--Terms of the
Exchange Offers".

In order to exchange an Original Note, you must follow the required procedures, and the
Issuer must accept the Original Note for exchange. The Issuer will exchange all original

notes validly tendered and not validly withdrawn prior to the expiration date. See "The
Exchange Offers".

Resale of Exchange Notes
Based on interpretations of the SEC staff, as described in previous no-action letters issued to
third parties, we believe that the exchange notes you receive pursuant to the exchange offers
in exchange for the original notes may be offered for resale, resold and otherwise transferred
without compliance with the registration and prospectus delivery provisions of the Securities
Act, provided that:

· you are acquiring the exchange notes issued in the exchange offers in the ordinary course

of your business;

· you have not engaged in, do not intend to engage in, and have no arrangement or

understanding with any person to participate in the distribution, as defined in the
Securities Act, of the exchange notes you will receive in the exchange offers; and

· you are not an "affiliate" of the Issuer or the Guarantor, as defined in Rule 405 of the

Securities Act.

By tendering your original notes as described in "The Exchange Offers--Procedures for
Tendering", you will be making representations to this effect. If you fail to satisfy any of

these conditions, you cannot rely on the position of the SEC set forth in the no-action letters
referred to above and you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a resale of the exchange notes.

We base our belief on interpretations by the SEC staff in no-action letters issued to other
issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar

decision about our exchange offers. If our belief is wrong, you could incur liability under the
Securities Act. We will not protect you against any loss incurred as a result of this liability
under the Securities Act.

Each broker-dealer that receives exchange notes for its own account in exchange for original
notes, where such original notes were acquired by such broker-dealer as a result of market-

making activities or other trading activities, must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in

https://www.sec.gov/Archives/edgar/data/1001039/000119312519271336/d809481d424b3.htm[10/22/2019 10:19:47 AM]

Document Outline

#1">
- #1">