The information in this prospectus may be changed. We may not complete the exchange
offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
SUBJECT TO CHANGE, DATED OCTOBER 7, 2019
PRELIMINARY 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);
(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);