PROSPECTUS SUPPLEMENT
(To Prospectus dated September 3, 2019)
$7,000,000,000
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$500,000,000 Floating Rate Notes due 2021
$500,000,000 Floating Rate Notes due 2022
$500,000,000 1.650% Notes due 2022
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$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
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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.
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 Guarantors 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 $1,000 in excess thereof.
Investing
in the notes involves risks. See Risk Factors beginning on page S-9 for a discussion of certain risks that should be considered in connection
with an investment in the notes, as well as Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 29, 2018, our subsequent Quarterly Reports on Form 10-Q
(including, for the avoidance of doubt, the Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2018 filed by TWDC Enterprises) and the other filings with the Securities and
Exchange Commission that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Public Offering
Price(1)
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Underwriting Discount
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Proceeds (before expenses)
to The Walt Disney Company
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Per Note
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Total
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Per Note
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Total
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Per Note
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Total
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Floating Rate Notes due 2021
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100.000
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%
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$
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500,000,000
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0.150
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%
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$
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750,000
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99.850
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%
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$
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499,250,000
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Floating Rate Notes due 2022
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100.000
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%
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$
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500,000,000
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0.200
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%
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$
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1,000,000
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99.800
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%
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$
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499,000,000
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1.650% Notes due 2022
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99.783
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%
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$
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498,915,000
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0.200
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%
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$
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1,000,000
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99.583
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%
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$
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497,915,000
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1.750% Notes due 2024
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99.592
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%
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$
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1,493,880,000
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0.350
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%
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$
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5,250,000
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99.242
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%
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$
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1,488,630,000
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2.000% Notes due 2029
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98.517
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%
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$
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1,970,340,000
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0.450
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%
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$
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9,000,000
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98.067
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%
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$
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1,961,340,000
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2.750% Notes due 2049
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96.775
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%
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$
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1,935,500,000
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0.750
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%
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$
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15,000,000
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96.025
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%
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$
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1,920,500,000
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Total
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$
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6,898,635,000
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$
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32,000,000
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$
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6,866,635,000
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(1)
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Plus accrued interest, if any, from September 6, 2019.
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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
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Citigroup
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J.P. Morgan
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BNP PARIBAS
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HSBC
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RBC Capital Markets
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Co-Managers
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CastleOak
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Drexel Hamilton
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Ramirez & Co.
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Williams Capital
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The date of this Prospectus Supplement is September 3, 2019.