Filed Pursuant to Rule 424(b)(3)
Registration No. 333-234121
333-234121-01
PROSPECTUS
TWDC ENTERPRISES 18 CORP.
Offer to Exchange
This is an offer by
The Walt Disney Company, a Delaware corporation (the Issuer or Disney), to exchange:
(1) up to $370,982,000
5.650% Notes due 2020 (Original 5.650% 2020 Notes) for a like principal amount of 5.650% Notes due 2020, which have been registered under the Securities Act of 1933, as amended (the Securities Act)
(Exchange 5.650% 2020 Notes);
(2) up to $863,324,000 4.500% Notes due 2021 (Original 4.500% 2021 Notes) for a
like principal amount of 4.500% Notes due 2021, which have been registered under the Securities Act (Exchange 4.500% 2021 Notes);
(3) up to $921,824,000 3.000% Notes due 2022 (Original 3.000% 2022 Notes) for a like principal amount of 3.000% Notes due 2022, which have
been registered under the Securities Act (Exchange 3.000% 2022 Notes);
(4) up to $198,404,000 8.875% Notes due 2023
(Original 8.875% 2023 Notes) for a like principal amount of 8.875% Notes due 2023, which have been registered under the Securities Act (Exchange 8.875% 2023 Notes);
(5) up to $284,844,000 4.000% Notes due 2023 (Original 4.000% 2023 Notes) for a like principal amount of 4.000% Notes due 2023, which have
been registered under the Securities Act (Exchange 4.000% 2023 Notes);
(6) up to $186,329,000 7.750% Notes due January 2024
(Original 7.750% January 2024 Notes) for a like principal amount of 7.750% Notes due January 2024, which have been registered under the Securities Act (Exchange 7.750% January 2024 Notes);
(7) up to $68,112,000 7.750% Notes due February 2024 (Original 7.750% February 2024 Notes) for a like principal amount of 7.750% Notes due
February 2024, which have been registered under the Securities Act (Exchange 7.750% February 2024 Notes);
(8) up to $192,745,000
9.500% Notes due 2024 (Original 9.500% 2024 Notes) for a like principal amount of 9.500% Notes due 2024, which have been registered under the Securities Act (Exchange 9.500% 2024 Notes);
(9) up to $577,316,000 3.700% Notes due 2024 (Original 3.700% 2024 Notes) for a like principal amount of 3.700% Notes due 2024, which have
been registered under the Securities Act (Exchange 3.700% 2024 Notes);
(10) up to $186,242,000 8.500% Notes due 2025
(Original 8.500% 2025 Notes) for a like principal amount of 8.500% Notes due 2025, which have been registered under the Securities Act (Exchange 8.500% 2025 Notes);
(11) up to $592,298,000 3.700% Notes due 2025 (Original 3.700% 2025 Notes) for a like principal amount of 3.700% Notes due 2025, which
have been registered under the Securities Act (Exchange 3.700% 2025 Notes);
(12) up to $238,084,000 7.700% Notes due 2025
(Original 7.700% 2025 Notes) for a like principal amount of 7.700% Notes due 2025, which have been registered under the Securities Act (Exchange 7.700% 2025 Notes);
(13) up to $229,499,000 7.430% Notes due 2026 (Original 7.430% 2026 Notes) for a like principal amount of 7.430% Notes due 2026, which
have been registered under the Securities Act (Exchange 7.430% 2026 Notes);
(14) up to $436,340,000 3.375% Notes due 2026
(Original 3.375% 2026 Notes) for a like principal amount of 3.375% Notes due 2026, which have been registered under the Securities Act (Exchange 3.375% 2026 Notes);
(15) up to $194,125,000 7.125% Notes due 2028 (Original 7.125% 2028 Notes) for a like principal amount of 7.125% Notes due 2028, which
have been registered under the Securities Act (Exchange 7.125% 2028 Notes);
(16) up to $195,582,000 7.300% Notes due 2028
(Original 7.300% 2028 Notes) for a like principal amount of 7.300% Notes due 2028, which have been registered under the Securities Act (Exchange 7.300% 2028 Notes);
(17) up to $195,100,000 7.280% Notes due 2028 (Original 7.280% 2028 Notes) for a like principal amount of 7.280% Notes due 2028, which
have been registered under the Securities Act (Exchange 7.280% 2028 Notes);
(18) up to $187,789,000 7.625% Notes due 2028
(Original 7.625% 2028 Notes) for a like principal amount of 7.625% Notes due 2028, which have been registered under the Securities Act (Exchange 7.625% 2028 Notes);
(19) up to $342,347,000 6.550% Notes due 2033 (Original 6.550% 2033 Notes) for a like principal amount of 6.550% Notes due 2033, which
have been registered under the Securities Act (Exchange 6.550% 2033 Notes);
(20) up to $194,866,000 8.450% Notes due 2034
(Original 8.450% 2034 Notes) for a like principal amount of 8.450% Notes due 2034, which have been registered under the Securities Act (Exchange 8.450% 2034 Notes);
(21) up to $984,222,000 6.200% Notes due 2034 (Original 6.200% 2034 Notes) for a like principal amount of 6.200% Notes due 2034, which
have been registered under the Securities Act (Exchange 6.200% 2034 Notes);
(22) up to $973,196,000 6.400% Notes due 2035
(Original 6.400% 2035 Notes) for a like principal amount of 6.400% Notes due 2035, which have been registered under the Securities Act (Exchange 6.400% 2035 Notes);
(23) up to $239,786,000 8.150% Notes due 2036 (Original 8.150% 2036 Notes) for a like principal amount of 8.150% Notes due 2036, which
have been registered under the Securities Act (Exchange 8.150% 2036 Notes);
(24) up to $321,934,000 6.150% Notes due 2037
(Original 6.150% 2037 Notes) for a like principal amount of 6.150% Notes due 2037, which have been registered under the Securities Act (Exchange 6.150% 2037 Notes);
(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);