Obligation Walt Disney Enterprises 1.75% ( US254687FV35 ) en USD

Walt Disney Enterprises

100 % ▲

Etas-Unis

US254687FV35 ( en USD )

1.75% par an ( paiement semestriel )

13/01/2026

Prospectus brochure de l'obligation Walt Disney Co US254687FV35 en USD 1.75%, échéance 13/01/2026

2 000 USD

1 500 000 000 USD

254687FV3

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

13/01/2026 ( Dans 179 jours )

The Walt Disney Company est une entreprise américaine de divertissement multinationale et un des leaders mondiaux dans la production et la distribution de films, de parcs à thèmes, de produits de consommation et de médias.

L'Obligation émise par Walt Disney Enterprises ( Etas-Unis ) , en USD, avec le code ISIN US254687FV35, paye un coupon de 1.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/01/2026

L'Obligation émise par Walt Disney Enterprises ( Etas-Unis ) , en USD, avec le code ISIN US254687FV35, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Walt Disney Enterprises ( Etas-Unis ) , en USD, avec le code ISIN US254687FV35, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d877098d424b2.htm 424B2
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 offering
maximum
Title of each class of
to be
price
aggregate offering
Amount of
securities to be registered

registered

per unit

price

registration fee(1)
1.750% Notes due 2026

$1,500,000,000

99.741%

$1,496,115,000

$194,195.73
Guarantee of the 1.750% Notes due 2026

--

--

--

--(2)
2.200% Notes due 2028

$1,000,000,000

99.675%

$996,750,000

$129,378.15
Guarantee of the 2.200% Notes due 2028

--

--

--

--(2)
2.650% Notes due 2031

$2,500,000,000

99.932%

$2,498,300,000

$324,279.34
Guarantee of the 2.650% Notes due 2031

--

--

--

--(2)
3.500% Notes due 2040

$1,750,000,000

99.900%

$1,748,250,000

$226,922.85
Guarantee of the 3.500% Notes due 2040

--

--

--

--(2)
3.600% Notes due 2051

$2,750,000,000

99.864%

$2,746,260,000

$356,464.55
Guarantee of the 3.600% Notes due 2051

--

--

--

--(2)
3.800% Notes due 2060

$1,500,000,000

99.857%

$1,497,855,000

$194,421.58
Guarantee of the 3.800% Notes due 2060

--

--

--

--(2)
Total

$11,000,000,000
--

$10,983,530,000
$1,425,662.19

(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 $129.80 per $1,000,000 of the proposed maximum aggregate offering price.
(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)
$11,000,000,000

$1,500,000,000 1.750% Notes due 2026
$1,000,000,000 2.200% Notes due 2028
$2,500,000,000 2.650% Notes due 2031
$1,750,000,000 3.500% Notes due 2040
$2,750,000,000 3.600% Notes due 2051
$1,500,000,000 3.800% Notes due 2060
Guaranteed by TWDC Enterprises 18 Corp.

The Walt Disney Company ("Disney," the "Company," "we," "us" or "our") is offering $1,500,000,000 aggregate principal amount of its 1.750% notes due 2026 (the "2026
notes"), $1,000,000,000 aggregate principal amount of its 2.200% notes due 2028 (the "2028 notes"), $2,500,000,000 aggregate principal amount of its 2.650% notes due 2031 (the
"2031 notes"), $1,750,000,000 aggregate principal amount of its 3.500% notes due 2040 (the "2040 notes"), $2,750,000,000 aggregate principal amount of its 3.600% notes due
2051 (the "2051 notes") and $1,500,000,000 aggregate principal amount of its 3.800% notes due 2060 (the "2060 notes" and, collectively with the 2026 notes, the 2028 notes, the
2031 notes, the 2040 notes and the 2051 notes, the "notes").
The 2026 notes will bear interest at a rate of 1.750% per annum. The 2028 notes will bear interest at a rate of 2.200% per annum. The 2031 notes will bear interest at the
rate of 2.650% per annum. The 2040 notes will bear interest at the rate of 3.500% per annum. The 2051 notes will bear interest at the rate of 3.600% per annum. The 2060 notes
will bear interest at the rate of 3.800% per annum. We will pay interest on the 2026 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
January 13, 2021. We will pay interest on the 2028 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021. We will pay interest
on the 2031 notes semi-annually in arrears on January 13 and July 13 of each year, commencing on January 13, 2021. We will pay interest on the 2040 notes semi-annually in
arrears on May 13 and November 13 of each year, commencing on November 13, 2020. We will pay interest on the 2051 notes semi-annually in arrears on January 13 and July 13
of each year, commencing on January 13, 2021. We will pay interest on the 2060 notes semi-annually in arrears on November 13 and May 13 of each year, commencing on
November 13, 2020.
The 2026 notes will mature on January 13, 2026, unless earlier redeemed. The 2028 notes will mature on January 13, 2028, unless earlier redeemed. The 2031 notes will
mature on January 13, 2031, unless earlier redeemed. The 2040 notes will mature on May 13, 2040, unless earlier redeemed. The 2051 notes will mature on January 13, 2051,
unless earlier redeemed. The 2060 notes will mature on May 13, 2060, 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 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-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 Reports on Form 10-Q 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

1.750% Notes due 2026
99.741%
$ 1,496,115,000
0.350%
$ 5,250,000
99.391%
$
1,490,865,000
2.200% Notes due 2028
99.675%
$
996,750,000
0.400%
$ 4,000,000
99.275%
$
992,750,000
2.650% Notes due 2031
99.932%
$ 2,498,300,000
0.450%
$11,250,000
99.482%
$
2,487,050,000
3.500% Notes due 2040
99.900%
$ 1,748,250,000
0.750%
$13,125,000
99.150%
$
1,735,125,000
3.600% Notes due 2051
99.864%
$ 2,746,260,000
0.750%
$20,625,000
99.114%
$
2,725,635,000
3.800% Notes due 2060
99.857%
$ 1,497,855,000
0.750%
$11,250,000
99.107%
$
1,486,605,000
Total

$10,983,530,000

$65,500,000

$ 10,918,030,000

(1)
Plus accrued interest, if any, from May 13, 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 May 13, 2020 through the facilities of The Depository Trust Company ("DTC") and its direct and indirect participants, including Euroclear
Bank SA/NV, or its successor as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("Clearstream Luxembourg").

Joint Book-Running Managers

BNP PARIBAS
Credit Suisse
Deutsche Bank Securities
Goldman Sachs & Co. LLC
Morgan Stanley
BofA Securities
Citigroup
HSBC
J.P. Morgan
Mizuho Securities
RBC Capital Markets
SMBC Nikko

SOCIETE GENERALE
SunTrust Robinson Humphrey
TD Securities
US Bancorp
Co-Managers

Banca IMI
COMMERZBANK
ICBC Standard Bank
ING

Loop Capital Markets
Santander
Siebert Williams Shank
Standard Chartered Bank
Wells Fargo Securities
Westpac Capital Markets LLC
MFR Securities, Inc.

Mischler Financial Group, Inc.
Multi-Bank Securities, Inc.
Ramirez & Co, Inc.

The date of this Prospectus Supplement is May 11, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-7
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
USE OF PROCEEDS
S-9
DESCRIPTION OF THE NOTES
S-10
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-21
UNDERWRITING
S-26
WHERE YOU CAN FIND MORE INFORMATION
S-32
LEGAL MATTERS
S-33
EXPERTS
S-33
Prospectus

Page
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

7
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
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
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
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.
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-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 28, 2019 and in any subsequent Quarterly Reports on Form 10-Q 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 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
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
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. Subsequently, Brazilian regulators
reviewed their initial order and in May 2020 approved the acquisition of TFCF's sports media operations in Brazil, subject to certain operating
restrictions.
In November 2019, the Company launched Disney+, a subscription-based direct-to-consumer streaming service with Disney, Pixar, Marvel, Star
Wars and National Geographic branded programming in the U.S. and four other countries and has expanded to select Western European countries in
March 2020 and in additional Western European countries and India in April 2020. Further launches are planned for Latin America in fall of 2020,
and Europe and various Asia-Pacific territories throughout calendar 2020 and calendar 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
More Information."

S-1
Table of Contents
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

· 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:

https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
·
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

S-2
Table of Contents
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

· Other digital content distribution platforms and services

· 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 Quarterly Report on Form 10-Q for the quarterly
period ended March 28, 2020, which is incorporated by reference into this prospectus supplement.

https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
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
$1,500,000,000 1.750% notes due 2026

$1,000,000,000 2.200% notes due 2028

$2,500,000,000 2.650% notes due 2031

$1,750,000,000 3.500% notes due 2040

$2,750,000,000 3.600% notes due 2051

$1,500,000,000 3.800% notes due 2060

Original Issue Date
May 13, 2020

Maturity Date
The 2026 notes will mature on January 13, 2026

The 2028 notes will mature on January 13, 2028

The 2031 notes will mature on January 13, 2031

The 2040 notes will mature on May 13, 2040

The 2051 notes will mature on January 13, 2051

The 2060 notes will mature on May 13, 2060

Interest Rate
Interest on the 2026 notes will accrue at a rate of 1.750% per annum from May 13, 2020.

Interest on the 2028 notes will accrue at a rate of 2.200% per annum from May 13, 2020.

Interest on the 2031 notes will accrue at a rate of 2.650% per annum from May 13, 2020.

Interest on the 2040 notes will accrue at a rate of 3.500% per annum from May 13, 2020.

S-4
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
Table of Contents

Interest on the 2051 notes will accrue at a rate of 3.600% per annum from May 13, 2020.

Interest on the 2060 notes will accrue at a rate of 3.800% per annum from May 13, 2020.

Interest Payment Dates
Interest on the 2026 notes will be paid semi-annually in arrears on January 13 and July 13 of
each year, commencing on January 13, 2021.

Interest on the 2028 notes will be paid semi-annually in arrears on January 13 and July 13 of

each year, commencing on January 13, 2021.

Interest on the 2031 notes will be paid semi-annually in arrears on January 13 and July 13 of

each year, commencing on January 13, 2021.

Interest on the 2040 notes will be paid semi-annually in arrears on May 13 and November 13

of each year, commencing on November 13, 2020.

Interest on the 2051 notes will be paid semi-annually in arrears on January 13 and July 13 of

each year, commencing on January 13, 2021.

Interest on the 2060 notes will be paid semi-annually in arrears on May 13 and November 13

of each year, commencing on November 13, 2020.

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 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 of this offering for general corporate purposes, including
(i) the repayment of commercial paper and (ii) the repayment at maturity of two series of
notes issued by TWDC Enterprises. 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."

S-5
Table of Contents
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.

https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
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. 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.

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
Citibank, N.A.
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 Reports on Form 10-Q 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.

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."
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 Reports on Form 10-Q 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
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

424B2
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;

·
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

S-7
Table of Contents
subsidiaries. Our and the Guarantor's subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or the
guarantee or to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we or the Guarantor are a creditor
with recognized claims against our or the Guarantor's subsidiaries, all claims of creditors (including trade creditors) of our or the Guarantor's subsidiaries
will have priority with respect to the assets of such subsidiaries over our or the Guarantor's claims (and therefore the claims of our and the Guarantor's
creditors, including holders of the notes). Consequently, the notes will be structurally subordinated to all indebtedness or other liabilities of our subsidiaries
other than the Guarantor, including any subsidiaries that we may in the future acquire or establish, and the guarantee will be structurally subordinated to all
indebtedness or other liabilities of the Guarantor's subsidiaries, including any subsidiaries that the Guarantor may in the future acquire or establish.
Redemption prior to maturity may adversely affect your return on the notes.
Since the notes are redeemable at our option, we may choose to redeem your notes at times when prevailing interest rates are relatively low. As a result,
you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on your
notes being redeemed.
Our and the Guarantor's credit ratings may not reflect all risks of an investment in the notes and a downgrade in our and/or the Guarantor's credit
ratings could adversely affect the market value of the notes.
The credit ratings that may be assigned to our outstanding debt securities and to the notes do not purport to reflect the potential impact of all risks relating
to an investment in those securities. Such ratings are limited in scope and reflect only the view of each rating agency at the time the rating was issued.
These ratings are subject to ongoing evaluation by credit rating agencies and there can be no assurance that such credit ratings will not be lowered,
suspended or withdrawn entirely by the rating agencies or placed on a so-called "watch list" for a possible downgrade or assigned a negative ratings
outlook if, in any rating agency's judgment, circumstances so warrant. Standard & Poor's and Fitch have recently downgraded our debt ratings by one
notch. Standard and Poor's has placed our long-term debt rating on CreditWatch with negative implications and Fitch has placed our long-term debt rating
on Negative Outlook. Moreover, these credit ratings are not recommendations to buy, sell or hold any of our debt securities or the notes. Actual or
anticipated changes or downgrades in our or the Guarantor's credit ratings may adversely affect any trading market for, and the market value of, the notes,
and also increase our borrowing costs.
An increase in market interest rates could result in a decrease in the market value of the notes.
In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you purchase notes and
https://www.sec.gov/Archives/edgar/data/1001039/000119312520140747/d877098d424b2.htm[5/13/2020 8:27:57 AM]

Document Outline

#1">
- #1">