Bond Walt Disney Enterprises 2% ( US254687FL52 ) in USD

Walt Disney Enterprises

91 % ▲

United States

US254687FL52 ( in USD )

2% per year ( payment 2 times a year)

31/08/2029

Prospectus brochure of the bond Walt Disney Co US254687FL52 en USD 2%, maturity 31/08/2029

254687FL5

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

03/09/2025 ( In 47 days )

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 USD, with the ISIN code US254687FL52, pays a coupon of 2% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2029

The Bond issued by Walt Disney Enterprises ( United States ) , in USD, with the ISIN code US254687FL52, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Walt Disney Enterprises ( United States ) , in USD, with the ISIN code US254687FL52, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-233595
333-233595-01
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
maximum
maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered

registered

per unit

offering price

registration fee(1)
Floating Rate Notes due 2021

$500,000,000

100.000%

$500,000,000

$60,600.00
Guarantee of the Floating Rate Notes due 2021

--

--

--

--(2)
Floating Rate Notes due 2022

$500,000,000

100.000%

$500,000,000

$60,600.00
Guarantee of the Floating Rate Notes due 2022

--

--

--

--(2)
1.650% Notes due 2022

$500,000,000

99.783%

$498,915,000

$60,468.50
Guarantee of the 1.650% Notes due 2022

--

--

--

--(2)
1.750% Notes due 2024

$1,500,000,000

99.592%

$1,493,880,000

$181,058.26
Guarantee of the 1.750% Notes due 2024

--

--

--

--(2)
2.000% Notes due 2029

$2,000,000,000

98.517%

$1,970,340,000

$238,805.21
Guarantee of the 2.000% Notes due 2029

--

--

--

--(2)
2.750% Notes due 2049

$2,000,000,000

96.775%

$1,935,500,000

$234,582.60
Guarantee of the 2.750% Notes due 2049

--

--

--

--(2)
Total

$7,000,000,000

--

$6,898,635,000

$836,114.56

(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act") and in accordance
with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1,000,000 of the proposed maximum aggregate offering price. Pursuant to Rule
457(p) promulgated under the Securities Act, $622,516.21 of the registration fee due is offset by the registration fee previously paid by The Walt
Disney Company (the "Company") (out of the total registration fee paid of $8,396,033.87, against which (x) $5,956,518.68 has been previously
offset by the registration fee previously paid by the Company in connection with the registration of shares of Company Common Stock on Form S-4
(File No. 333-225850), as amended, initially filed by the Company on June 25, 2018, (y) $1,808,845.27 has been previously offset by the registration
fee previously paid by the Company in connection with the registration of shares of Company Common Stock on Form S-8 (File No. 333-230407)
filed by the Company on March 20, 2019 and (z) $8,153.71 has been previously offset by the registration fee previously paid by the Company in
connection with the registration of shares of Company Common Stock on Form S-3 (File No. 333-230551) filed by the Company on March 27,
2019) in connection with the registration of shares of Company Common Stock on Form S-4 (File No. 333-224335), as amended, initially filed by
TWDC Enterprises 18 Corp. (f/k/a The Walt Disney Company) on April 18, 2018, with respect to which no shares of Company Common Stock were
issued or sold. The Company is the successor registrant to TWDC Enterprises 18 Corp. Accordingly, $213,598.35 in registration fee is owed in
connection herewith.
(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)
$7,000,000,000
$500,000,000 Floating Rate Notes due 2021
$1,500,000,000 1.750% Notes due 2024
$500,000,000 Floating Rate Notes due 2022
$2,000,000,000 2.000% Notes due 2029
$500,000,000 1.650% Notes due 2022

$2,000,000,000 2.750% Notes due 2049
Guaranteed by TWDC Enterprises 18 Corp.

The Walt Disney Company ("Disney," the "Company," "we," "us" or "our") is offering $500,000,000 aggregate principal amount of its floating rate notes due 2021 (the "2021 floating rate
notes"), $500,000,000 aggregate principal amount of its floating rate notes due 2022 (the "2022 floating rate notes" and, collectively with the 2021 floating rate notes, the "floating rate notes"),
$500,000,000 aggregate principal amount of its 1.650% notes due 2022 (the "2022 fixed rate notes"), $1,500,000,000 aggregate principal amount of its 1.750% notes due 2024 (the "2024 fixed rate
notes"), $2,000,000,000 aggregate principal amount of its 2.000% notes due 2029 (the "2029 fixed rate notes") and $2,000,000,000 aggregate principal amount of its 2.750% notes due 2049 (the
"2049 fixed rate notes" and, collectively with the 2022 fixed rate notes, the 2024 fixed rate notes and the 2029 fixed rate notes, the "fixed rate notes"). The floating rate notes and the fixed rate
notes are referred to herein collectively as the "notes."
The 2021 floating rate notes will bear interest at a rate per annum equal to three-month LIBOR (as defined herein) plus 25 basis points, accruing from September 6, 2019 and reset
quarterly. The 2022 floating rate notes will bear interest at a rate per annum equal to three-month LIBOR plus 39 basis points, accruing from September 6, 2019 and reset quarterly. We will pay
interest on the floating rate notes on each December 1, March 1, June 1 and September 1, commencing on December 1, 2019.
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The 2022 fixed rate notes will bear interest at the rate of 1.650% per annum. The 2024 fixed rate notes will bear interest at the rate of 1.750% per annum. The 2029 fixed rate notes will
bear interest at the rate of 2.000% per annum. The 2049 fixed rate notes will bear interest at the rate of 2.750% per annum. We will pay interest on the 2022 fixed rate notes, the 2029 fixed rate
notes and the 2049 fixed rate notes semi-annually in arrears on March 1 and September 1, of each year, commencing on March 1, 2020. We will pay interest on the 2024 fixed rate notes semi-
annually in arrears on February 28 and August 30 of each year, commencing on February 28, 2020.
The 2021 floating rate notes will mature on September 1, 2021. The 2022 floating rate notes will mature on September 1, 2022. The 2022 fixed rate notes will mature on September 1, 2022,
unless earlier redeemed. The 2024 fixed rate notes will mature on August 30, 2024, unless earlier redeemed. The 2029 fixed rate notes will mature on September 1, 2029, unless earlier redeemed.
The 2049 fixed rate notes will mature on September 1, 2049, unless earlier redeemed.
The floating rate notes will not be subject to redemption at our option. We may redeem some or all of the fixed rate notes at any time or from time to time at our option at the redemption
prices described in this prospectus supplement.
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 $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-9 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 29,
2018, our 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 the other filings with the Securities and Exchange Commission 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
Floating Rate Notes due 2021

100.000%
$ 500,000,000

0.150%
$
750,000

99.850% $ 499,250,000
Floating Rate Notes due 2022

100.000%
$ 500,000,000

0.200%
$ 1,000,000

99.800% $ 499,000,000
1.650% Notes due 2022

99.783%
$ 498,915,000

0.200%
$ 1,000,000

99.583% $ 497,915,000
1.750% Notes due 2024

99.592%
$1,493,880,000

0.350%
$ 5,250,000

99.242% $1,488,630,000
2.000% Notes due 2029

98.517%
$1,970,340,000

0.450%
$ 9,000,000

98.067% $1,961,340,000
2.750% Notes due 2049

96.775%
$1,935,500,000

0.750%
$15,000,000

96.025% $1,920,500,000
Total

$6,898,635,000

$32,000,000
$6,866,635,000
(1)
Plus accrued interest, if any, from September 6, 2019.

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 September 6, 2019 through the facilities of The Depository Trust Company ("DTC") and its
direct and indirect participants, including Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("Clearstream Luxembourg").

Joint Book-Running Managers
Citigroup

J.P. Morgan
BNP PARIBAS

HSBC

RBC Capital Markets

Co-Managers
CastleOak

Drexel Hamilton
Ramirez & Co.

Williams Capital

The date of this Prospectus Supplement is September 3, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Cautionary Statement Concerning Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-9
Use of Proceeds
S-14
Description of the Notes
S-15
Material U.S. Federal Income Tax Considerations
S-31
Underwriting (Conflicts of Interest)
S-36
Where You Can Find More Information
S-42
Legal Matters
S-44
Experts
S-45
Prospectus

About this Prospectus
1
Cautionary Statement Concerning Forward-Looking Statements
2
Risk Factors
3
The Walt Disney Company
3
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TWDC Enterprises 18 Corp.
5
Use of Proceeds
6
General Description of Securities
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
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. References in this
prospectus supplement to our Annual Report on Form 10-K for the fiscal year ended September 29, 2018 are to the Annual Report on Form 10-K for such
period filed by TWDC Enterprises.
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.
References in this prospectus supplement to "U.S. dollars," "U.S.$," "dollar" or "$" are to the currency of the United States of America.
We expect to deliver the notes on or about September 6, 2019, which will be the third business day after the date of this prospectus supplement (such
settlement cycle being herein referred to as "T+3"). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes prior to the delivery date may be required to specify an alternate settlement cycle at the time of trade
to prevent a failed settlement. Investors who wish to trade the notes prior to the delivery date should consult their own advisors.
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 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
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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-ii
Table of Contents
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 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 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-iii
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, 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 Twenty-First Century Fox, Inc. ("21CF"). Prior to the acquisition, 21CF and a newly-formed subsidiary of
21CF ("New Fox") entered into a separation agreement, pursuant to which 21CF transferred to New Fox a portfolio of 21CF's news, sports and
broadcast businesses and certain other assets. 21CF 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 21CF's international TV businesses; these remaining assets and businesses are
held directly or indirectly by the acquired 21CF entity.
As part of the acquisition, the Company agreed to sell 21CF'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 21CF acquisition the Company's ownership interest in Hulu LLC ("Hulu")
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increased to 60% (67% as of June 29, 2019). The acquired 21CF 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 supplement that are described in the section of this prospectus supplement entitled "Where You Can Find
More Information."
Media Networks

·
Significant operations:

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

networks

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

· Television production and distribution

· National Geographic branded publishing 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

S-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, National Geographic and Disney-branded travel 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), comic books and games
Studio Entertainment

·
Significant operations:

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

2000, Fox Searchlight Pictures, Twentieth Century Fox Animation and Touchstone banners

· Development, production and licensing of live entertainment events on Broadway and around the world (stage plays)
Direct-to-Consumer & International

·
Significant operations:

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

· Direct-to-consumer businesses distributed digitally to internet-connected devices:
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·
Hulu and Hotstar streaming services, which aggregate acquired television and film entertainment content and produce

original content. Prior to the acquisition of 21CF, Hulu was reported as an equity investment.

·
ESPN+ streaming service, which was launched in April 2018

·
Disney+ streaming service, which we plan to launch in late 2019

·
Other Company branded digital content distribution platforms and services

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

technology services

·
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

S-2
Table of Contents
· 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. The notes will be guaranteed on a
senior unsecured basis by TWDC Enterprises and not by any other subsidiary of The Walt Disney Company.
Concurrent Tender Offers
Concurrently with this offering, (1) 21st Century Fox America, Inc., an indirect subsidiary of the Company ("21CFA"), commenced a cash tender
offer for any and all of its outstanding debt securities issued under each of (i) the indenture, dated as of January 28, 1993, among 21CFA, as issuer,
the guarantors named therein and U.S. Bank National Association (as successor to State Street Bank and Trust Company and The First National Bank
of Boston), as trustee, as supplemented and amended from time to time, (ii) the indenture, dated as of March 24, 1993, among 21CFA, as issuer, the
guarantors named therein and The Bank of New York Mellon, as trustee, as supplemented and amended from time to time, and (iii) the indenture,
dated as of August 25, 2009, as amended and restated on February 16, 2011, among 21CFA, as issuer, the guarantors named therein and The Bank of
New York Mellon, as trustee, as supplemented and amended from time to time (such debt securities, the "Outstanding 21CFA Debt Securities"), and
(2) the Company commenced a cash tender offer for its 8.250% Notes due 2096, 7.900% Notes due 2095, 7.750% Notes due 2045, 6.150% Notes
due 2041, 8.150% Notes due 2036, 7.850% Notes due 2039, 6.750% Notes due 2038, 6.900% Notes due 2039, 6.150% Notes due 2037, 6.400%
Notes due 2035, 6.650% Notes due 2037, 5.400% Notes due 2043 and 8.450% Notes due 2034 issued under that certain indenture, dated as of
March 20, 2019, among the Company, as issuer, TWDC Enterprises, as guarantor, and Citibank, N.A., as trustee (such debt securities, the
"Outstanding Disney Debt Securities", and together with the Outstanding 21CFA Debt Securities, the "Tender Offer Notes", and such offers, the
"Tender Offers"), on the terms and conditions contained in the offer to purchase related to such Tender Offers. The Company's Tender Offer for the
Outstanding Disney Debt Securities is subject to an aggregate purchase price not to exceed $1,750,000,000 (including principal and premium, but
excluding accrued interest), as such cap may be modified by the Company. 21CFA's Tender Offer for the Outstanding 21CFA Debt Securities is not
subject to an aggregate purchase price.
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on September 30, 2019, subject to our right to extend or earlier
terminate the Tender Offers (the "Expiration Date"). The Tender Offers are being made pursuant to the applicable offer to purchase issued in
connection with each Tender Offer, and this prospectus supplement is not an offer to purchase any of the Tender Offer Notes. We intend to use the net
proceeds from this offering to (1) pay (i) the cash consideration in the Tender Offers for the Tender Offer Notes, subject to a maximum aggregate
purchase price of $1,750,000,000 (including principal and premium, but excluding accrued interest) for the Outstanding Disney Debt Securities,
(ii) any accrued and unpaid interest with respect to the Tender Offer Notes and (iii) related fees and expenses, (2) prepay in full the $3,175,000,000
aggregate principal amount outstanding under the 364-Day Credit Agreement, dated as of March 15, 2019 (the "Credit Facility"), among Disney, as
the borrower, the lenders party thereto, Citibank, N.A., as a co-administrative agent, and JPMorgan Chase Bank, N.A., as a co-administrative agent
and as the designated agent and (3) for general corporate purposes. Our obligation to accept for purchase, and to pay for, Tender Offer Notes that are
validly tendered and not validly withdrawn pursuant to each Tender Offer is conditioned on the satisfaction or waiver by us of a number of conditions,
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S-3
Table of Contents
including the receipt by us prior to the Expiration Date (or early settlement date, if we elect to have an early settlement), on terms satisfactory to us in
our sole discretion, of net proceeds of at least $2,000,000,000 from this offering. This offering is not conditioned on the completion of the Tender
Offer. See "Use of Proceeds." Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA)
Inc. and RBC Capital Markets, LLC are acting as dealer managers in the Tender Offers.

S-4
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
$500,000,000 floating rate notes due 2021

$500,000,000 floating rate notes due 2022

$500,000,000 1.650% notes due 2022

$1,500,000,000 1.750% notes due 2024

$2,000,000,000 2.000% notes due 2029

$2,000,000,000 2.750% notes due 2049

Original Issue Date
September 6, 2019

Maturity Date
The 2021 floating rate notes will mature on September 1, 2021

The 2022 floating rate notes will mature on September 1, 2022

The 2022 fixed rate notes will mature on September 1, 2022

The 2024 fixed rate notes will mature on August 30, 2024

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The 2029 fixed rate notes will mature on September 1, 2029

The 2049 fixed rate notes will mature on September 1, 2049

Interest Rate
Interest on the 2021 floating rate notes will accrue at a rate per annum equal to three-month
LIBOR plus 25 basis points from September 6, 2019, reset quarterly.

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Interest on the 2022 floating rate notes will accrue at a rate per annum equal to three-month

LIBOR plus 39 basis points from September 6, 2019, reset quarterly.

Interest on the 2022 fixed rate notes will accrue at a rate of 1.650% per annum from

September 6, 2019.

Interest on the 2024 fixed rate notes will accrue at a rate of 1.750% per annum from

September 6, 2019.

Interest on the 2029 fixed rate notes will accrue at a rate of 2.000% per annum from

September 6, 2019.

Interest on the 2049 fixed rate notes will accrue at a rate of 2.750% per annum from

September 6, 2019.

Interest Payment Dates
Interest on the floating rate notes will be paid quarterly in arrears on December 1, March 1,
June 1 and September 1 of each year, commencing on December 1, 2019.

Interest on the 2022 fixed rate notes, the 2029 fixed rate notes and the 2049 fixed rate notes

will be paid semi-annually in arrears on March 1 and September 1 of each year, commencing
on March 1, 2020.

Interest on the 2024 fixed notes will be paid semi-annually in arrears on February 28 and

August 30 of each year, commencing on February 28, 2020.

Optional Redemption
The floating rate notes will not be subject to redemption at our option prior to their maturity
date.

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

Par Call Date, the Par Call Notes (each as defined herein) may be redeemed, in whole or in
part, at our option, at a redemption price equal to 100% of the principal amount of the
applicable Par Call Notes to be redeemed plus accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date.

For additional information, see "Description of the Notes--Optional Redemption ."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes (i) to pay the cash consideration
in the Tender Offers, subject, in the case of the tender offer for the Outstanding Disney Debt
Securities, to a maximum purchase price of $1,750,000,000 (including principal and

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premium, but excluding accrued interest), and any accrued and unpaid interest with respect
to the Tender Offer Notes, (ii) to prepay in full the $3,175,000,000 aggregate principal

amount outstanding under the Credit Facility and (iii) for general corporate purposes. See
"Use of Proceeds."

Conflicts of Interest
As described in "Use of Proceeds", we expect to use a portion of the net proceeds from this
offering to fully prepay amounts outstanding under the Credit Facility. Certain affiliates of
the underwriters are lenders under our Credit Facility. Because affiliates of Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities
(USA) Inc. and RBC Capital Markets, LLC will receive 5% or more of the net proceeds of
this offering due to such prepayment, Citigroup Global Markets Inc., J.P. Morgan Securities
LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets,
LLC are deemed to have a conflict of interest within the meaning of FINRA Rule 5121.
Accordingly, this offering will be conducted in accordance with Rule 5121. The appointment
of a "qualified independent underwriter" is not required in connection with this offering as
the notes will be rated by one or more of the nationally recognized statistical rating
organizations in one of the four highest generic rating categories. Pursuant to FINRA Rule
5121, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities
Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC will not confirm any
sales to any account over which they exercise discretionary authority without the specific
written approval of the account holder.

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 $2,000 and integral multiples of
$1,000 in excess thereof.

Form
The notes will be issued in fully-registered, book-entry form. One or more global notes will
be deposited with, or on behalf of, The Depository Trust Company, or any successor thereto,
as depositary, and registered in the name of Cede & Co., as nominee of The Depository Trust
Company.

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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 presently 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.

Additional Issuances
We may from time to time, without notice to or the consent of the holders of the notes, issue
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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, Transfer Citibank, N.A.
Agent and Calculation 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-9 of this prospectus
supplement and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
September 29, 2018, our 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 the other filings with the Securities and
Exchange Commission that are incorporated or deemed to be incorporated by reference in
this prospectus supplement and the accompanying prospectus.

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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 presently 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."
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 29, 2018, our 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 the other
filings 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.
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;

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