Walt Disney Co (Form: 8-K, Received: 09/06/2019 16:40:11)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Your signature:

Sign exactly as your name appears on the other side of this Note.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2019

THE WALT DISNEY COMPANY

(Exact name of registrant as specified in its charter)


Delaware	001-38842	83-0940635
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 South Buena Vista Street Burbank, California		91521
(Address of principal executive offices)		(Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DIS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On September 3, 2019, The Walt Disney Company (the “Company”) entered into an Underwriting Agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, with respect to the offer and sale of $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”), $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 2021 Floating Rate Notes, the 2022 Floating Rate Notes, the 2022 Fixed Rate Notes, the 2024 Fixed Rate Notes and the 2029 Fixed Rate Notes, the “Notes”).

The Notes will be issued pursuant to that certain Indenture, dated as of March 20, 2019, between the Company, TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-233595) previously filed with the Securities and Exchange Commission (the “Commission”) under the Act.

Copies of the Underwriting Agreement, the officer’s certificates of the Company establishing the terms of the Notes, the forms of Notes and the opinion of Cravath, Swaine & Moore LLP as to the validity of the Notes and related guarantees are filed as exhibits hereto and incorporated herein by reference. The Company is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


	1.1			Underwriting Agreement, dated September 3, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

	4.1			Indenture (incorporated by reference from Exhibit 4.1 to The Walt Disney Company’s Current Report on Form 8-K filed on March 20, 2019).

	4.2			Officer’s Certificate, dated as of September 6, 2019, establishing the 2021 Floating Rate Notes and their terms.

	4.3			Officer’s Certificate, dated as of September 6, 2019, establishing the 2022 Floating Rate Notes and their terms.

	4.4			Officer’s Certificate, dated as of September 6, 2019, establishing the 2022 Fixed Rate Notes and their terms.

	4.5			Officer’s Certificate, dated as of September 6, 2019, establishing the 2024 Fixed Rate Notes and their terms.

	4.6			Officer’s Certificate, dated as of September 6, 2019, establishing the 2029 Fixed Rate Notes and their terms.

	4.7			Officer’s Certificate, dated as of September 6, 2019, establishing the 2049 Fixed Rate Notes and their terms.

	4.8			Form of 2021 Floating Rate Notes (included as Exhibit A to Exhibit 4.2).

	4.9			Form of 2022 Floating Rate Notes (included as Exhibit A to Exhibit 4.3).

	4.10			Form of 2022 Fixed Rate Notes (included as Exhibit A to Exhibit 4.4).

	4.11			Form of 2024 Fixed Rate Notes (included as Exhibit A to Exhibit 4.5).

	4.12			Form of 2029 Fixed Rate Notes (included as Exhibit A to Exhibit 4.6).

	4.13			Form of 2049 Fixed Rate Notes (included as Exhibit A to Exhibit 4.7).

	5.1			Opinion of Cravath, Swaine & Moore LLP.

	23.1			Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).

	104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


THE WALT DISNEY COMPANY

By:		/s/ Jolene E. Negre
Name:		Jolene E. Negre
Title:		Associate General Counsel and Assistant Secretary

Date: September 6, 2019

Exhibit 1.1

EXECUTION VERSION

$7,000,000,000

THE WALT DISNEY COMPANY

$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

Underwriting Agreement

September 3, 2019

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

The Walt Disney Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $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”), $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”), $2,000,000,000 aggregate principal amount of its 2.750% Notes due 2049 (the “2049 Fixed Rate Notes” and, collectively with the 2021 Floating Rate Notes, the 2022 Floating Rate Notes, the 2022 Fixed Rate Notes, the 2024 Fixed Rate Notes and the 2029 Fixed Rate Notes, the “Securities”). The Securities will be issued pursuant to the Indenture dated as of March 20, 2019 (the “Indenture”), among the Company, TWDC Enterprises 18 Corp., a Delaware corporation, as guarantor (the “Guarantor”), and Citibank, N.A., as trustee (the “Trustee”), and will be guaranteed on a senior basis by the Guarantor (the “Guarantee”).

The Company and the Guarantor hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-233595), including a prospectus, relating to the Securities and the Guarantee. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such Registration Statement (and any amendments thereto) at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus supplement that amends or supplements the Preliminary Prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. Any reference in this agreement (this “Agreement”) to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to 5:00 p.m., New York City time, on September 3, 2019, the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): a Preliminary Prospectus dated September 3, 2019, and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act (“Rule 405”)) listed in Annex A hereto.

2. Purchase and Sale of the Securities.

(a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of:

the 2021 Floating Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.850% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date (as defined below);

ii.

the 2022 Floating Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.800% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date;

iii.

the 2022 Fixed Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.583% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date;

iv.

the 2024 Fixed Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.242% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date;

the 2029 Fixed Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.067% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date; and

vi.

the 2049 Fixed Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 96.025% of the principal amount thereof plus accrued interest, if any, from September 6, 2019 to the Closing Date.

The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.

(c) Payment for and delivery of the Securities will be made at the offices of Latham & Watkins LLP at 10:00 a.m., New York City time, on September 6, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

(e) The Company and the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Representatives or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantor, as the case may be, or any other person.

3. Representations and Warranties of the Company and the Guarantor. The Company and the Guarantor jointly and severally represent and warrant to each Underwriter that:

(a) Preliminary Prospectus. Each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantor make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by or on behalf of such Underwriter through a Representative expressly for use in any Preliminary Prospectus.

(b) Time of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantor make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by or on behalf of such Underwriter through a Representative expressly for use in the Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. The Company and the Guarantor (including their agents and representatives, other than the Underwriters in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to, any “written communication” (as defined in Rule 405) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantor or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”), unless it obtains the prior consent of the Representatives (which shall not be unreasonably withheld or delayed) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed in Annex A hereto, including the Pricing Term Sheet in Annex B hereto (the “Pricing Term Sheet”), which constitute part of the Time of Sale Information and (v) any electronic road show or other written communications, in each case furnished to the Representatives and counsel for the Underwriters for review before use, authorization or approval thereof (and which will not be used, authorized or approved if reasonably objected to by the Representatives). Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantor make no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by or on behalf of such Underwriter through a Representative expressly for use in any Issuer Free Writing Prospectus.

(d) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 that has been filed with the Commission not earlier than three years prior to the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or is pending, or to the knowledge of the Company, is contemplated by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by or on behalf of such Underwriter through a Representative expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto.

(e) Incorporated Documents. The documents of the Company (including as successor issuer of the Guarantor) and its subsidiaries incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus (the “Incorporated Documents”), when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the Exchange Act, and no such Incorporated Document, when it became effective or was filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents of the Company and its subsidiaries so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus after the date of this Agreement and prior to the termination of the offering of the Securities, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) Financial Statements. The historical financial statements of (i) the Company and the Guarantor and (ii) TFCF Corporation (formerly known as Twenty-First Century Fox, Inc. (“21CF”)), an indirect subsidiary of the Company, included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus present fairly, in all material respects, the consolidated financial position and results of operations of the (i) the Company and the Guarantor and their respective subsidiaries and (ii) 21CF and its subsidiaries, as applicable, at the respective dates and for the respective periods to which they apply; such historical financial statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; the selected financial data and the summary historical financial information of (i) the Company and the Guarantor and (ii) 21CF, if any, included in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of (i) the Company and the Guarantor and (ii) 21CF, as applicable, incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; the unaudited pro forma financial statements, together with the related notes and any supporting schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, fairly present the information shown therein and have been compiled on a basis substantially consistent with the audited financial statements of (i) the Company and the Guarantor and (ii) 21CF included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; and such unaudited pro forma financial statements have been prepared, and the pro forma adjustments set forth therein have been applied, in accordance with the applicable accounting requirements of the Securities Act (including, without limitation, Regulations S-X promulgated by the Commission), and such pro forma adjustments have been properly applied to the historical amounts in the compilation of such statements. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(g) No Material Adverse Change. Except as contemplated in the Registration Statement, the Time of Sale Information and the Prospectus, or reflected therein by the filing of any amendment or supplement to any of the foregoing or any Incorporated Document prior to the date of this Agreement, since the date of the most recent consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, unless the Company has notified the Representatives as provided in Section 4(e) of this Agreement, there has not been any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise.

(h) Organization and Good Standing. The Company and the Guarantor are validly existing corporations in good standing under the laws of the State of Delaware and have full corporate power and authority to own, lease and operate their properties and to conduct their business as presently conducted and as described in the Registration Statement, the Time of Sale Information and the Prospectus; and the Company and the Guarantor are duly qualified as foreign corporations to transact business and are in good standing in each jurisdiction in which such qualification is required whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries considered as one enterprise.

(i) The Indenture. The Indenture has been duly authorized, executed and delivered by the Company and the Guarantor and is the legal, valid and binding agreement of the Company and the Guarantor enforceable against the Company and the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or by equitable principles (whether considered in a proceeding in equity or at law) relating to enforceability (collectively, the “Enforceability Exceptions”). The Indenture has been duly qualified under the Trust Indenture Act.

(j) The Securities and the Guarantee. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The Guarantee has been duly authorized by the Guarantor and, assuming that the Securities have been duly executed, authenticated, issued and delivered by the Company as provided in the Indenture and paid for as provided herein, will be the valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(k) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor.

(l) No Violation, Default, Conflicts or Consent. The Company and the Guarantor are not in violation of their respective charters or by-laws or similar organizational documents. The execution and delivery of this Agreement by the Company and the Guarantor, the issuance and sale of the Securities and the performance by the Company and the Guarantor of their obligations under this Agreement and the Indenture will not conflict with or constitute a breach of or a default (with the passage of time or otherwise) under (i) the charter or by-laws or similar organizational documents of the Company or the Guarantor, (ii) any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or the Guarantor is a party or by which it may be bound, or to which any of the properties or assets of the Company or the Guarantor is subject, which breach or default would, singly or in the aggregate, have a material adverse effect on the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise, or (iii) any applicable law, administrative regulation or administrative or court decree.

(m) No Consents Required. Except for orders, permits and similar authorizations required under or by the securities or Blue Sky laws of certain jurisdictions, any securities exchange on which any of the Securities might be listed or with respect to Securities which are to be indexed or linked to any foreign currency, composite currency, commodity, equity index or similar index, no consent, approval, authorization or other order of any regulatory body, administrative agency or other governmental body is legally required for the valid issuance and sale of the Securities.

(n) Independent Accountants. To the best of the Company’s and the Guarantor’s knowledge, (i) the accountants who have audited and reported upon the financial statements of the Company and the Guarantor filed with the Commission as part of the Registration Statement, the Time of Sale Information and the Prospectus are an independent registered public accounting firm as required by the Securities Act and (ii) the accountants who have audited and reported upon the financial statements of 21CF filed with the Commission as part of the Registration Statement, the Time of Sale Information and the Prospectus are an independent registered public accounting firm as required by the Securities Act.

(o) No Unlawful Payments and No Conflicts with Sanctions Laws. The Company has implemented and will maintain policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws (as defined below) and Sanctions Laws (as defined below), and is in compliance with applicable Anti-Corruption Laws and Sanctions Laws in all material respects. None of the Company or any of its Subsidiaries or, to the knowledge of the Company, any director, officer or employee of the Company or any of its Subsidiaries acting in connection with or benefitting from the issuance or sale of the Securities under this Agreement, is a Sanctioned Person (as defined below). No use of proceeds from the issuance or sale of Securities under this Agreement will be made by the Company (i) for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person, in violation of applicable Anti-Corruption Laws or (ii) for the purpose of financing, funding or facilitating unauthorized transactions with any Sanctioned Person. To the knowledge of the Guarantor and the Company, no transactions undertaken by the Guarantor or the Company hereunder will be undertaken in violation of applicable Anti-Corruption Laws or Sanctions Laws.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and all other similar laws, rules and regulations of any jurisdiction applicable to the Company and its Subsidiaries concerning or relating to bribery or corruption.

“Excluded Entity” means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

“Hong Kong Disneyland Entity” means any Subsidiary of the Company and any other person whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Company or any of its Subsidiaries, the primary business of which is the direct or indirect ownership, management, operation, design, construction and/or financing of the recreational and commercial facilities and complex, or any part thereof or any addition thereto, commonly known as “Hong Kong Disney”, “Hong Kong Disneyland” or “Disneyland Resort Hong Kong”, located at Penny’s Bay on Lantau Island, Hong Kong, which Subsidiaries and other persons include, without limitation, as of the date hereof, Hongkong International Theme Parks Limited, Hong Kong Disneyland Management Limited and Walt Disney Holdings (Hong Kong) Limited.

“Sanctioned Person” means, at any time, any person named at such time on: OFAC’s List of Specially Designated Nationals and Blocked Persons or any entity that is 50% or more owned by such person; the Sanctioned Entities List maintained by the U.S. Department of State; the consolidated list of persons, groups and entities subject to European Union financial sanctions maintained by the European Union External Action Committee; the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury of the United Kingdom; or the Compendium of United Nations Security Council Sanctions Lists.

“Sanctions Laws” means trade or financial sanctions imposed, administered or enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury or similar trade or financial sanctions imposed, administered or enforced by (i) the U.S. Department of State pursuant to the International Emergency Economic Powers Act, Trading with the Enemy Act, United Nations Participation Act, Foreign Narcotics Kingpin Designation Act, Comprehensive Iran Sanctions, Accountability, and Divestment Act, Iran Threat Reduction and Syria Human Rights Act and related executive orders and regulations, (ii) Her Majesty’s Treasury of the United Kingdom, (iii) the European Union or (iv) United Nations Security Council.

“Shanghai Project Entity” means any Subsidiary of the Company and any other person whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Company or any of its Subsidiaries, the primary business of which is the direct or indirect ownership, management, operation, design, construction and/or financing of the recreational and commercial facilities and complex or any part thereof or any addition thereto, to be known as “Shanghai Disney”, “Shanghai Disneyland” or “Disneyland Resort Shanghai” or by any similar name, to be located in the Pudong New Area, Shanghai, People’s Republic of China, which Subsidiaries and other persons include, without limitation, as of the date hereof, Shanghai International Theme Park Company Limited, Shanghai International Theme Park Associated Facilities Company Limited, Shanghai International Theme Park and Resort Management Company Limited and WD Holdings (Shanghai), LLC.

“Specified Project Entity” means:

(a) DVD Financing, Inc.;

(b) each affiliate of the Company organized after February 25, 2004 (the “Organization Date”) (or whose business commenced after the Organization Date) and any other person organized after the Organization Date (or whose business commenced after the Organization Date) whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Company or any of its Subsidiaries, in each case, if:

(i) such affiliate or other person has incurred debt for the purpose of financing all or a part of the costs of the acquisition, construction, development or operation of a particular project (“Project Debt”);

(ii) except for customary guarantees, keep-well agreements and similar credit and equity support arrangements in respect of Project Debt incurred by such affiliate or other person from the Company or any of its Subsidiaries not in excess of $150,000,000 or from third parties, the source of repayment of such Project Debt is limited to the assets and revenues of such particular project (or, if such particular project comprises all or substantially all of the assets of such affiliate or other person, the assets and revenues of such affiliate or other person); or

(iii) the property over which liens are granted to secure such Project Debt, if any, consists solely of the assets and revenues of such particular project or the equity securities or interests of such affiliate or other person or a Subsidiary of the Company referred to in clause (c) below; and

(c) each affiliate of the Company organized after the Organization Date (or whose business commenced after the Organization Date) whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Company or any of its Subsidiaries, the primary business of which is the direct or indirect ownership, management or operation of, or provision of services to, any affiliate or other person referred to in clause (b) above.

“Subsidiary” means, with respect to any person, any (a) corporation (or foreign equivalent) other than an Excluded Entity or (b) general partnership, limited partnership or limited liability company (or foreign equivalent) other than an Excluded Entity (each, a “Non-Corporate Entity”), in either case, of which more than 50% of the outstanding capital stock (or comparable interest) having ordinary voting power (irrespective of whether at the time capital stock (or comparable interest) of any other class or classes of such corporation or Non-Corporate Entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly (through one or more Subsidiaries) owned by such person. In the case of a Non-Corporate Entity, a person shall be deemed to have more than 50% of interests having ordinary voting power only if such person’s vote in respect of such interests comprises more than 50% of the total voting power of all such interests in such Non-Corporate Entity. For purposes of this definition, any managerial powers or rights comparable to managerial powers afforded to a person solely by reason of such person’s ownership of general partner or comparable interests (or foreign equivalent) shall not be deemed to be “interests having ordinary voting power”.

(p) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(q) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses in the Company’s internal controls.

(r) Status under the Securities Act. At the date hereof, the Company was and is a “well-known seasoned issuer”, as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer”, as defined in Rule 405.

4. Further Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally covenant and agree with each Underwriter that:

(a) Required Filings. The Company and the Guarantor, during the period when the Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) of the Securities Act) is required to be delivered under the Securities Act or the Exchange Act (the “Prospectus Delivery Period”), will comply, in a timely manner, with all applicable requirements under the Exchange Act relating to the filing with the Commission of the Company’s reports pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and, if then applicable, the Company’s proxy statements pursuant to Section 14 of the Exchange Act. The Company shall pay the required

Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the Securities Act and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of the Prospectus filed pursuant to Rule 424(b)).

(b) Delivery of Copies. The Company will furnish to the Underwriters as many copies of each Preliminary Prospectus and the Prospectus (as amended or supplemented) as the Representatives shall reasonably request during the Prospectus Delivery Period in connection with sales or solicitations of offers to purchase the Securities.

(c) Amendments or Supplements; Issuer Free Writing Prospectuses. During the period from and including the date of this Agreement through and including the Closing Date, at or prior to the filing thereof, the Company will give the Representatives notice of its intention to file any amendment to the Registration Statement or any amendment or supplement to the Prospectus (other than an amendment or supplement relating solely to an offering of securities other than the Securities), whether by the filing of documents pursuant to the Exchange Act, the Securities Act or otherwise, and will furnish the Underwriters with copies of any such amendment or supplement or other documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel to the Underwriters shall reasonably object, unless, in the judgment of the Company or its counsel, such amendment or supplement or other document is necessary to comply with law. Unless otherwise notified by the Representatives, the Company will prepare the Pricing Term Sheet reflecting the final terms of an offering of Securities, in form and substance satisfactory to the Representatives, and shall file such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 under the Securities Act prior to the close of business within two days following the date such final terms are established.

(d) Notice to the Representatives. The Company will notify the Representatives promptly of (i) the filing or effectiveness of any post-effective amendment to the Registration Statement (other than a post-effective amendment relating solely to an offering of securities other than the Securities); (ii) the transmittal to the Commission for filing of any amendment or supplement to the Prospectus (other than a supplement relating solely to an offering of securities other than the Securities); (iii) the receipt of any comments from the Commission with respect to the Registration Statement, the Time of Sale Information or the Prospectus (other than any comments relating solely to an offering of securities other than the Securities); (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information (other than any such request relating solely to an offering of securities other than the Securities); (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; and (vi) the Company becoming the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Securities. The Company will use its reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible time unless the Company shall, in its sole discretion, determine that it is not in its best interest to do so.

(e) Ongoing Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company, after consultation with counsel for the Underwriters, to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading or if it shall be necessary in the opinion of counsel for the Company to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Securities Act, prompt notice shall be given, and confirmed in writing, to the Representatives, and the Company will prepare and file as soon as practicable such amendment or supplement to the Registration Statement or the Prospectus, as applicable, as may be necessary to correct such misstatement or omission or to make the Registration Statement or the Prospectus, as applicable, comply with such requirements and the Company will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement to any of the foregoing as the Underwriters may reasonably request. The filing of any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section 6 hereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f) Blue Sky Compliance. The Company will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states in the United States as the Representatives may reasonably designate and will maintain such qualifications in effect for as long as may be required for the distribution of the Securities; provided, however, that the Company will promptly notify the Representatives of any suspension or termination of any such qualifications; and provided, further, that neither the Company nor the Guarantor shall be obligated to register or qualify as a foreign corporation or take any action which would subject it to general service of process in any jurisdiction where it is not now so subject.

(g) Earnings Statement. The Company will make generally available to its security holders as soon as practicable but in any event not later than 15 months after the Closing Date, a consolidated earnings statement (which need not be audited), which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

5. Certain Agreements of the Underwriters.

(a) Each Underwriter, severally and not jointly, covenants with the Company that:

Except as provided herein, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus”, as defined in Rule 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act. Any such free writing prospectus consented to by the Company is referred to herein as a “Permitted Free Writing Prospectus”. Notwithstanding anything to the contrary contained herein, with respect to the offering of the Securities, the Company consents to the use by the Underwriters of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Pricing Term Sheet or (b) other customary information that is neither “issuer information”, as defined in Rule 433 under the Securities Act, or otherwise an Issuer Free Writing Prospectus.

ii.

It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The several obligations of the Underwriters under this Agreement are subject to the accuracy, as of the date hereof, as of the Time of Sale and as of the Closing Date, of the representations and warranties of the Company and the Guarantor in this Agreement and to the accuracy, as of the date made, of the statements of the Company and the Guarantor’s officers made in any certificate furnished pursuant to the provisions of this Agreement, to the performance and observance by the Company and the Guarantor of all covenants and agreements contained in this Agreement on their respective parts to be performed and observed and to the following additional conditions:

(a) Officer’s Certificate. On the Closing Date the Representatives shall have received a certificate signed by an officer of the Company and of the Guarantor, dated the Closing Date, to the effect that (i) the representations and warranties of the Company and the Guarantor contained in Section 3 hereof (other than Section 3(g)) are true and correct in all material respects with the same force and effect as though expressly made at and as of the date of such certificate, (ii) the Company and the Guarantor, as applicable, have complied, in all material respects, with all agreements and satisfied all conditions required by this Agreement or the Indenture on its part to be performed or satisfied at or prior to the date of such certificate and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for any such purpose have been initiated or, to the best of such officer’s knowledge, threatened by the Commission. The officer’s certificate shall further state that, except as contemplated in the Registration Statement, the Time of Sale Information and the Prospectus or reflected therein by the filing of any amendment or supplement thereto or any Incorporated Document prior to the date of this Agreement, at the Closing Date, there has not been, since the date of the most recent consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, any material adverse change in the consolidated financial condition or earnings of the Company and its subsidiaries considered as one enterprise.

(b) Comfort Letters. At the time of execution of this Agreement, the Representatives shall have received “comfort letters” from the Company’s independent registered public accounting firm and 21CF’s independent registered public accounting firm, dated as of the date of this Agreement and in form and substance reasonably satisfactory to the Representatives, with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information and the Prospectus, and at the Closing Date, the Representatives shall have received from the Company’s independent registered public accounting firm and 21CF’s independent registered public accounting firm a letter, dated as of Closing Date and in form and substance reasonably satisfactory to the Representatives, to the effect that they reaffirm the statements made in the “comfort letter” furnished at the time of execution of this Agreement.

(c) Opinion and 10b-5 Statement of Counsel to the Company. On the Closing Date, the Representatives shall have received an opinion and 10b-5 statement from Cravath, Swaine & Moore LLP, counsel to the Company, dated as of the Closing Date and in form and substance satisfactory to counsel for the Representatives.

(d) Opinion and 10b-5 Statement of Counsel to the Underwriters. On the Closing Date, the Representatives shall have received an opinion and 10b-5 statement from Latham & Watkins LLP, counsel to the Underwriters, dated as of the Closing Date and in form and substance satisfactory to the Representatives.

(e) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded to the Securities or any debt securities or preferred stock issued, or guaranteed by, the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has changed its outlook with respect to, its rating of the Securities or any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(f) No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(g) Securities. The Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

(h) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

If any condition specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except that (i) the Company shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters and (ii) the provisions set forth in Sections 2(e), 7, 11, 16(c) and 16(d) hereof shall remain in effect.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter and its directors, officers affiliates and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act as follows:

against any and all loss, liability, claim, damage and expense whatsoever (including, subject to the limitations set forth in paragraph (c) below, the reasonable fees and disbursements of counsel chosen by the Representatives), as incurred, insofar as such loss, liability, claim, damage or expense arises out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arises out of any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Registration Statement, the Time of Sale Information, or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

ii.

against any and all loss, liability, claim, damage and expense whatsoever (including, subject to the limitations set forth in paragraph (c) below, the reasonable fees and disbursements of counsel chosen by the Representatives), as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever insofar as such loss, liability, claim, damage or expense arises out of any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

iii.

against any and all expense whatsoever (including, subject to the limitations set forth in paragraph (c) below, the reasonable fees and disbursements of counsel chosen by the Representatives), as incurred, reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, however, that this indemnity shall not apply to any loss, liability, claim, damage or expense (A) to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon the Form T-1 under the Trust Indenture Act filed as an exhibit to the Registration Statement; or (B) as to which such Underwriter may be required to indemnify the Company or the Guarantor pursuant to paragraph (b) below.

(b) Indemnification of the Company and the Guarantor. Each Underwriter severally (and not jointly) agrees to indemnify and hold harmless the Company, the Guarantor, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, the Time of Sale Information, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement to any of the foregoing) in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter through a Representative expressly for use in the Registration Statement, the Time of Sale Information, the Prospectus or any Issuer Free Writing Prospectus.

(c) Notice and Procedures. In case any action, suit or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought against any Underwriter or any person controlling such Underwriter, based upon the Registration Statement, the Time of Sale Information, the Prospectus or any Issuer Free Writing Prospectus and with respect to which indemnity may be sought against the Company pursuant to paragraph (a) above, such Underwriter or controlling person shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel (such counsel to be reasonably acceptable to the Representatives) and payment of all expenses. Any such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be at the expense of such Underwriter or such controlling person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) shall include both such Underwriter or such controlling person and the Company, and such Underwriter or such controlling person shall have been advised by counsel that there may be one or more legal defenses available to it which are different from, or additional to, those available to the Company (in which case, if such Underwriter or such controlling person notifies the Company in writing that it selects to employ separate counsel at the expense of the Company,

the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Underwriter or such controlling person, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all such Underwriters and such controlling persons, which firm shall be designated in writing by the Representatives on behalf of all of such Underwriters and such controlling persons).

In case any action, suit or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought against the Company, the Guarantor or any of their respective directors or officers, or any person controlling the Company or the Guarantor, with respect to which indemnity may be sought against any Underwriter pursuant to paragraph (b) above, such Underwriter shall have the rights and duties given to the Company by the first paragraph of this paragraph (c), and the Company, the Guarantor, their respective directors and officers and any such controlling person shall have the rights and duties given to the Underwriters by the first paragraph of this paragraph (c); provided that, in the event that the Company, the Guarantor or any such director, officer or controlling person shall have the right to employ, and shall have elected to employ, separate counsel at the expense of such Underwriter under the circumstances set forth in this paragraph (c), any such counsel shall be designated in writing by the Company.

(d) Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in paragraphs (a) or (b) above, as the case may be, is for any reason held to be unenforceable with respect to the indemnified parties although applicable in accordance with its terms, the Company, the Guarantor and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company, the Guarantor and the Underwriters, as incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other hand from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required pursuant to paragraph (c) above or pursuant to the last sentence of this paragraph (d), then the Company, the Guarantor and the Underwriters shall contribute to such aggregate losses, liabilities, claims, damages and expenses incurred by the Company, the Guarantor and the Underwriters, as incurred, in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same proportion as the total net proceeds from the sale of the Securities received by the Company (before deducting expenses) bear to the total commissions or other compensation or remuneration received by the Underwriters in respect thereof. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantor

or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the provisions of this paragraph (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased by it exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ respective obligations to contribute pursuant to this paragraph (d) are several and not joint, and shall be in proportion to the principal amount of Securities set forth opposite their respective names in the Underwriting Agreement. For purposes of this paragraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as such Underwriter, and each respective director of the Company and the Guarantor, each respective officer of the Company and the Guarantor who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act shall have the same rights to contribution as the Company and the Guarantor. Any party entitled to contribution pursuant to the first sentence of this paragraph (d), will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this paragraph (d), except to the extent that the party or parties from whom contribution may be sought have been materially prejudiced through the forfeiture of substantive rights or defenses by such failure; provided, however, that the failure to so notify the party or parties from whom contribution may be sought shall not relieve such party or parties from any obligation that it or they may have otherwise than under this paragraph (d); and provided, further, that such notice need not be given if such party entitled to contribution hereunder has previously given notice pursuant to paragraph (c) above with respect to the same action, suit or proceeding.

8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company or the Guarantor shall have been suspended on any exchange or in any over-the-counter market (other than pursuant to a request by the Company or the Guarantor with respect to an announcement by the Company or the Guarantor of certain information not constituting a material adverse change, since the date of this Agreement, in the consolidated financial condition or earnings of the Company and its subsidiaries, considered as one enterprise); (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the reasonable judgment of the Representatives, is material and adverse and makes it impracticable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

In the event of any such termination, no party will have any liability to any other party hereto, except that (i) the provisions set forth in Sections 2(e), 7, 16(c) and 16(d) hereof shall remain in effect, and (ii) if this Agreement is terminated by the Underwriters in accordance with the provisions of Section 9(ii) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

10. Defaulting Underwriter. If one or more of the Underwriters shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(a) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(b) if the aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representatives or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

11. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto and any Permitted Free Writing Prospectus, the Prospectus and each Preliminary Prospectus, and any amendments or supplements to any of the foregoing and all Incorporated Documents, (ii) the filing and delivery to the Underwriters of this Agreement, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, (iii) the preparation, issuance and delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors or agents (including transfer agents, paying agents, exchange rate agents and registrars), as well as the fees and disbursements of the Trustee and its counsel and

DTC, (v) the qualification of the Securities under state securities laws or the applicable laws of any foreign jurisdiction in which the Securities are offered in accordance with the provisions of Section 4(f) hereof, including filing fees, (vi) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, any Permitted Free Writing Prospectus, the Prospectus, and any amendments or supplements to any of the foregoing (vii) any fees charged by nationally recognized statistical rating organizations for the rating of the Securities, and (viii) the fees and expenses incurred with respect to the listing of the Securities on any securities exchange. It is understood, however, that except as provided in this Section 11 and in Sections 6, 7 and 9 hereof, the Underwriters will pay all of their own costs and expenses relating to the offering of the Securities, including the fees of their counsel, transfer taxes on resale of any of the Securities, and any advertising expenses connected with any offers that they make.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Company, the Guarantor and the Underwriters and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantor and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained in this Agreement. This Agreement and all conditions and provisions of this Agreement are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company and the Guarantor submitted pursuant to this Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person referred to in Section 7, or by or on behalf of the Company or the Guarantor, and shall survive delivery of and payment for the Securities.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405.

15. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17. Miscellaneous.

(a) Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives, at Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013; Attention: General Counsel (fax: (646) 291-1469); and at J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk (fax: (212) 834-6081). Notices to the Company and the Guarantor shall be given to them at each of c/o The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; Attention: Legal Department and c/o The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521; Attention: Corporate Treasurer.

(c) Governing Law. THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED HEREBY AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAW RULE 327(b).

(d) Submission to Jurisdiction. Each of the Company, the Guarantor and the Underwriters hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Company, the Guarantor and the Underwriters waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company, the Guarantor and the Underwriters agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which the Company, the Guarantor or the relevant Underwriter, as applicable, is subject by a suit upon such judgment.

(e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


Very truly yours,

THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

TWDC ENTERPRISES 18 CORP.

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Treasurer

Accepted: As of the date first written above

CITIGROUP GLOBAL MARKETS INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.


By:		/s/ Adam D. Bordner
		Name: Adam D. Bordner
		Title: Director

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.


By:		/s/ Som Bhattacharyya
		Name: Som Bhattacharyya
		Title: Executive Director

Schedule 1


Underwriter	Principal Amount of 2021 Floating Rate Notes		Principal Amount of 2022 Floating Rate Notes		Principal Amount of 2022 Fixed Rate Notes		Principal Amount of 2024 Fixed Rate Notes		Principal Amount of 2029 Fixed Rate Notes		Principal Amount of 2049 Fixed Rate Notes
Citigroup Global Markets Inc.	$	121,250,000	$	121,250,000	$	121,250,000	$	363,750,000	$	485,000,000	$	485,000,000
J.P. Morgan Securities LLC		121,250,000		121,250,000		121,250,000		363,750,000		485,000,000		485,000,000
BNP Paribas Securities Corp.		80,834,000		80,833,000		80,833,000		242,500,000		323,333,000		323,334,000
HSBC Securities (USA) Inc.		80,833,000		80,834,000		80,833,000		242,500,000		323,334,000		323,333,000
RBC Capital Markets LLC		80,833,000		80,833,000		80,834,000		242,500,000		323,333,000		323,333,000
CastleOak Securities, L.P.		3,750,000		3,750,000		3,750,000		11,250,000		15,000,000		15,000,000
Drexel Hamilton, LLC		3,750,000		3,750,000		3,750,000		11,250,000		15,000,000		15,000,000
Samuel A. Ramirez & Company, Inc.		3,750,000		3,750,000		3,750,000		11,250,000		15,000,000		15,000,000
The Williams Capital Group, L.P.		3,750,000		3,750,000		3,750,000		11,250,000		15,000,000		15,000,000

Total	$	500,000,000	$	500,000,000	$	500,000,000	$	1,500,000,000	$	2,000,000,000	$	2,000,000,000

Annex A

Time of Sale Information

●

Pricing Term Sheet, dated September 3, 2019, substantially in the form of Annex B.

Annex B

Filed pursuant to Rule 433

Free Writing Prospectus dated September 3, 2019

Registration Statement No. 333-233595

Pricing Term Sheet

The Walt Disney Company

Floating Rate Notes due 2021

Floating Rate Notes due 2022

1.650% Notes Due 2022

1.750% Notes Due 2024

2.000% Notes Due 2029

2.750% Notes Due 2049

This free writing prospectus relates only to the securities of The Walt Disney Company (the “Company”) described below and should be read together with the Company’s preliminary prospectus supplement dated September 3, 2019 (the “Prospectus Supplement”), the accompanying prospectus dated September 3, 2019 (the “Prospectus”) and the documents incorporated and deemed to be incorporated by reference therein.


Issuer:		The Walt Disney Company (the “Company”)

Guarantor:		TWDC Enterprises 18 Corp.

Title of Securities:		Floating rate notes due 2021 (the “2021 floating rate notes”) Floating rate notes due 2022 (the “2022 floating rate notes”) 1.650% notes due 2022 (the “2022 fixed rate notes”) 1.750% notes due 2024 (the “2024 fixed rate notes”) 2.000% notes due 2029 (the “2029 fixed rate notes”) 2.750% notes due 2049 (the “2049 fixed rate notes”)

Trade Date:		September 3, 2019

Settlement Date (T+3):		September 6, 2019 The Company expects to deliver the notes on or about September 6, 2019, which will be the third business day after the date of the Prospectus Supplement.

Maturity Date:		2021 floating rate notes: September 1, 2021 2022 floating rate notes: September 1, 2022 2022 fixed rate notes: September 1, 2022 2024 fixed rate notes: August 30, 2024 2029 fixed rate notes: September 1, 2029 2049 fixed rate notes: September 1, 2049

Aggregate Principal Amount Offered:		2021 floating rate notes: $500,000,000 2022 floating rate notes: $500,000,000 2022 fixed rate notes: $500,000,000 2024 fixed rate notes: $1,500,000,000 2029 fixed rate notes: $2,000,000,000 2049 fixed rate notes: $2,000,000,000

Price to Public (Issue Price):		2021 floating rate notes: 100.000% 2022 floating rate notes: 100.000% 2022 fixed rate notes: 99.783% 2024 fixed rate notes: 99.592% 2029 fixed rate notes: 98.517% 2049 fixed rate notes: 96.775%



Interest Rate:		2021 floating rate notes: three-month LIBOR plus 25 bps 2022 floating rate notes: three-month LIBOR plus 39 bps 2022 fixed rate notes: 1.650% 2024 fixed rate notes: 1.750% 2029 fixed rate notes: 2.000% 2049 fixed rate notes: 2.750%

		See “Description of the Notes—Interest—Floating Rate Notes—Effect of Benchmark Transition Event” contained in the Prospectus Supplement, which describes how the coupon payments for the floating rate notes will be determined by reference to a different base rate than LIBOR following the occurrence of a Benchmark Transition Event (as defined in the Prospectus Supplement).

Interest Payment Dates:		Interest on the floating rate notes will be payable quarterly in arrears on December 1, March 1, June 1 and September 1 of each year, commencing on December 1, 2019, subject to adjustment as provided in the Prospectus Supplement if any such date is not a business day, and at maturity. Interest on the 2022 fixed rate notes, the 2029 fixed rate notes and the 2049 fixed rate notes will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2020. Interest on the 2024 fixed rate notes will be payable semi-annually in arrears on February 28 and August 30 of each year, commencing on February 28, 2020.

Interest Reset Dates for Floating Rate Notes:		Each December 1, March 1, June 1 and September 1, commencing December 1, 2019, subject to adjustment as provided in the Prospectus Supplement if any such date is not a business day.

Regular Record Dates:		With respect to the floating rate notes, November 17, February 15, May 18 or August 18, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day); provided, however, that interest payable at maturity shall be payable to the persons to whom principal shall be payable. With respect to the 2022 fixed rate notes, the 2029 fixed rate notes and the 2049 fixed rate notes, February 15 or August 18, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day). With respect to the 2024 fixed rate notes, February 14 or August 16, as the case may be, immediately preceding the applicable interest payment date (whether or not such record date is a business day).

Use of Proceeds:		The Company intends to use the net proceeds from the sale of the Notes (i) to pay the cash consideration in the Tender Offers (as defined in the Prospectus Supplement), subject, in the case of the tender offer for the Outstanding Disney Debt Securities (as defined in the Prospectus Supplement), to a maximum purchase price of $1,750,000,000 (including principal and premium, but excluding accrued interest), and any accrued and unpaid interest with respect to the Tender Offer Notes (as defined in the Prospectus Supplement), (ii) to prepay in full the $3,175,000,000 aggregate principal amount outstanding under the Credit Facility (as defined in the Prospectus Supplement) and (iii) for general corporate purposes.



Proceeds to the Company:		Approximately $6,866,635,000 (after deducting the underwriting discounts but before deducting estimated offering expenses payable by the Company).

Underwriting Discounts:		2021 floating rate notes: 0.150% 2022 floating rate notes: 0.200% 2022 fixed rate notes: 0.200% 2024 fixed rate notes: 0.350% 2029 fixed rate notes: 0.450% 2049 fixed rate notes: 0.750%

CUSIP No.:		2021 floating rate notes: 254687FG6 2022 floating rate notes: 254687FH4 2022 fixed rate notes: 254687FJ0 2024 fixed rate notes: 254687FK7 2029 fixed rate notes: 254687FL5 2049 fixed rate notes: 254687FM3

ISIN No.:		2021 floating rate notes: US254687FG67 2022 floating rate notes: US254687FH41 2022 fixed rate notes: US254687FJ07 2024 fixed rate notes: US254687FK79 2029 fixed rate notes: US254687FL52 2049 fixed rate notes: US254687FM36

Benchmark Treasury:		2022 fixed rate notes: 1.500% due 8/15/2022 2024 fixed rate notes: 1.250% due 8/31/2024 2029 fixed rate notes: 1.625% due 8/15/2029 2049 fixed rate notes: 2.875% due 5/15/2049

Benchmark Treasury Price:		2022 fixed rate notes: 100-11+ 2024 fixed rate notes: 99-18 3/4 2029 fixed rate notes: 101-15 2049 fixed rate notes: 120-15+

Benchmark Treasury Yield:		2022 fixed rate notes: 1.375% 2024 fixed rate notes: 1.336% 2029 fixed rate notes: 1.466% 2049 fixed rate notes: 1.962%

Spread to Benchmark Treasury:		2022 fixed rate notes: 0.350% 2024 fixed rate notes: 0.500% 2029 fixed rate notes: 0.700% 2049 fixed rate notes: 0.950%

Yield to Maturity:		2022 fixed rate notes: 1.725% 2024 fixed rate notes: 1.836% 2029 fixed rate notes: 2.166% 2049 fixed rate notes: 2.912%

Optional Redemption:		The floating rate notes will not be subject to redemption at the option of the Company.



		The notes of any series of fixed rate notes may be redeemed, in whole or in part, at the option of the Company, at a “make whole” calculated using the Treasury Rate (as defined in the Prospectus Supplement) plus 7 basis points in the case of the 2022 fixed rate notes, 10 basis points in the case of the 2024 fixed rate notes, 15 basis points in the case of the 2029 fixed rate notes and 15 basis points in the case of the 2049 fixed rate notes.

Par Call Date:		2024 fixed rate notes: July 30, 2024 2029 fixed rate notes: June 1, 2029 2049 fixed rate notes: March 1, 2049

Joint Book-Running Managers:		Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC

Co-Managers:		CastleOak Securities, L.P., Drexel Hamilton, LLC, Samuel A. Ramirez & Company, Inc. and The Williams Capital Group, L.P.

The issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Citigroup Global Markets Inc. by telephone (toll free) at 1-800-831-9146, J.P. Morgan Securities LLC by telephone (collect) at 1-212-834-4533, BNP Paribas Securities Corp. by telephone (toll-free) at 1-800-854-5674, HSBC Securities (USA) Inc. by telephone (toll-free) at 1-866-811-8049 or RBC Capital Markets, LLC by telephone (toll-free) at 1-866-375-6829.

Exhibit 4.2

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE FLOATING RATE NOTES DUE 2021

Dated: September 6, 2019

Pursuant to Sections 2.1 and 2.3(a) of the Indenture, dated as of March 20, 2019 (the “Indenture”), among The Walt Disney Company, a Delaware corporation (the “Company”), TWDC Enterprises 18 Corp., a Delaware corporation, as guarantor (the “Guarantor”), and Citibank, N.A., as trustee (the “Trustee”), the undersigned, Jonathan S. Headley, the Senior Vice President, Treasurer and Corporate Real Estate of the Company, hereby certifies on behalf of the Company as follows:

(1) Authorization. The establishment of a series of Securities of the Company has been approved and authorized in accordance with the provisions of the Indenture. The form of Note (as defined below) attached hereto as Exhibit A has been approved and authorized in accordance with the provisions of the Indenture.

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(b) On the date hereof, the Company shall execute and the Trustee shall authenticate and deliver initial notes in the form of Global Notes (as defined below) that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary, pursuant to the Depositary’s instructions, or held by the Trustee as Global Note Custodian (the “Global Note Custodian”).

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(4) Terms. The terms of the Notes shall be as follows and as set forth in the form of Note attached hereto as Exhibit A, and the terms and provisions set forth in the form of Note attached hereto as Exhibit A are hereby incorporated by reference in, and made a part of, this Officer’s Certificate as if set forth in full herein; provided that, in the event of any conflict between the terms set forth in this Officer’s Certificate or the Indenture and the terms set forth in the form of Note attached hereto as Exhibit A, the terms set forth in such form of Note shall govern:

(a) Title. The title of the series of Securities is the “Floating Rate Notes due 2021” (the “Notes”).

(b) Aggregate Principal Amount; Additional Notes. The initial aggregate principal amount of the Notes which may be authenticated and delivered pursuant to the Indenture (except for Notes (i) authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6 and 9.5 of the Indenture, or (ii) which pursuant to Section 2.4 of the Indenture, are deemed never to have been authenticated and delivered) is $500,000,000. The Company may from time to time, without notice to or the consent of Holders of the Notes, issue additional Notes (“Additional Notes”) ranking pari passu with, and with the same terms and provisions as, the Notes originally issued on the Original Issue Date (as defined below) (except for the date of original issuance, and, if applicable, the date from which interest shall accrue, the first interest payment date, the offering and sale prices thereof and restrictions on transfer). Any such Additional Notes, together with the Notes originally issued on the Original Issue Date, will constitute a single series of Securities under the Indenture and will vote together as a single class on all matters to be voted on by the Holders of the Notes under the Indenture.

(c) Registered Securities in Definitive or Book-Entry Form; Global Notes; Depositary. The initial Depositary for the Global Notes shall be The Depository Trust Company. Notes will be issued in fully-registered, certificated form registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary’s book-entry only system ceases to exist, (ii) the Company determines that the Depositary is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Notes and the Company is unable to locate a qualified successor, (iii) the Company, at its option, elects to terminate the record book-entry system through the Depositary with respect to all or a portion of the Notes, (iv) required by law or (v) an Event of Default under the Indenture with respect to the Notes has occurred and is continuing, all as more fully provided in the Indenture.

(d) Maturity Date. The Notes will mature on September 1, 2021 (the “Maturity Date”).

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate per annum equal to three-month LIBOR plus 25 basis points, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, reset quarterly, as described in the form of Note attached hereto as Exhibit A. The calculation of the interest rate on the Notes will be made by Citibank, N.A. (or any successor thereto), as “calculation agent”. The Company will pay interest on the Notes quarterly

in arrears on December 1, March 1, June 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on December 1, 2019, subject to adjustment if any such date is not a Business Day (as defined below), and at maturity, as described in the form of Note attached hereto as Exhibit A, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on November 17, February 15, May 18 or August 18, as the case may be, immediately preceding the applicable Interest Payment Date (each, a “Regular Record Date”) (whether or not any such Regular Record Date is a Business Day); provided, however, that interest payable at maturity of the Notes shall be payable to the persons to whom principal shall be payable. Accrued interest will be calculated by multiplying the face amount of each Note by an accrued interest factor, as described in the form of Note attached hereto as Exhibit A. The accrued interest factor will be computed by adding the interest factor calculated for each day from the Original Issue Date, or from the last Interest Payment Date, to the date for which accrued interest is being calculated. The “interest factor” for each day will be computed by dividing the interest rate applicable to that day by 360. The “interest reset period” applicable to the Notes will be quarterly and the “interest reset dates” will be December 1, March 1, June 1 and September 1 of each year, commencing on December 1, 2019, subject to adjustment if any such date is not a Business Day, as described in the form of Note attached hereto as Exhibit A. The interest rate on the Notes will be reset on each interest reset date, beginning with the interest reset date falling in December 2019. The interest rate in effect with respect to a Note on each day that is not an interest reset date will be the interest rate determined as of the LIBOR Interest determination date (as defined in the form of Note attached hereto as Exhibit A) pertaining to the immediately preceding interest reset date, and the interest rate in effect on any day that is an interest reset date will be the interest rate determined as of the LIBOR Interest determination date pertaining to that interest reset date, subject in either case to applicable provisions of law. LIBOR will be calculated, and, if necessary, replaced as set forth in the form of Note attached hereto as Exhibit A.

(ii) Accrual of Interest. The Notes will bear interest from the Original Issue Date at the rate per annum set forth above, until the principal thereof is paid or made available for payment. Each interest payment shall be the amount of interest accrued from and including the most recent Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including the Original Issue Date if no interest has been paid or duly provided for on the Notes) to but excluding the Interest Payment Date or Maturity Date, as the case may be.

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(i) Place of Payment. New York, New York is a Place of Payment for the Notes. The Company will maintain a Paying Agent, Registrar or co-Registrar, transfer agent and authenticating agent for the Notes in such Place of Payment, and Citibank, N.A. (the “Paying Agent”) has been appointed by the Company as the initial Paying Agent, Registrar, transfer agent and authenticating agent for the Notes in such Place of Payment. Payment of the principal of and interest on the Notes will be made at the office or agency of the Company maintained for that purpose in New York, New York, initially designated to be the Corporate Trust Office (as defined in the form of Note attached hereto as Exhibit A) and at such additional offices or agencies as the Company may designate; provided, however, that at the option of the Company, payments of interest on the Notes (other than on the Maturity Date) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Notes or by wire transfer of immediately available funds to the account of the Holder of the Notes if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than 15 days prior to the applicable Interest Payment Date; and provided, further, that if the Notes are represented by a global note (a “Global Note”) registered in the name of a Depositary or its nominee, payments of principal of and interest on the Notes shall be made by wire transfer of immediately available funds to the Depositary or its nominee. Any wire transfer instructions received by a Paying Agent shall remain in effect until revoked by the applicable registered Holder.

(ii) Registration of Exchange and Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Notes is registrable in the register of Securities, upon surrender of a Note for registration of transfer at an office or agency of the Company maintained for that purpose in any Place of Payment for the Notes, which shall initially be the Corporate Trust Office of the Paying Agent in such Place of Payment, and at such additional offices or agencies as the Company may designate. Ownership of beneficial interests in Global Notes will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by the Depositary and its direct and indirect participants. Owners of beneficial interests in Global Notes will not be considered the Holders of such Notes under the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of any authorized denomination, as requested by the Holder surrendering the same, upon surrender of the Note or Notes to be exchanged at any office or agency described in the form of Note attached hereto as Exhibit A where Notes may be presented for registration of transfer.

(iii) Notices to Company. Notices and demands to or upon the Company in respect of the Notes and the Indenture may be served at each of The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521, Attention: Legal Department and The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521, Attention: Corporate Treasurer.

(g) No Optional Redemption. The Notes will not be subject to redemption at the Company’s option.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

(j) Paying Agent, Transfer Agent, Authenticating Agent, Securities Registrar; Register of Securities. The Company has appointed the Paying Agent as a transfer agent, an authenticating agent and a Registrar for the Notes in New York, New York; provided that the Company shall have the right to appoint a replacement for such Person to serve in any such capacity as provided in the Indenture, and to appoint one or more additional Paying Agents, transfer agents, authenticating agents and Registrars as provided in the Indenture. The register of the Securities for the Notes will be initially maintained at the Corporate Trust Office of the Paying Agent.

(k) Notices. The Trustee will provide or otherwise make any notice or communication available to Holders of the Notes electronically or by first class mail, postage prepaid, or by overnight air courier promising next Business Day delivery (if next Business Day delivery is available) to each Holder’s address as it appears in the registration books of the applicable Registrar, or, to the extent applicable, transmit such notices in accordance with the applicable procedures of the Depositary.

(l) Certain Definitions. Any reference herein to the “principal” of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; and any reference herein to a “Business Day,” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America. All capitalized terms used in this Officer’s Certificate and not defined herein shall have the meanings set forth in the form of Note attached hereto as Exhibit A or, if not defined in such form of Note, in the Indenture.

* * *

The undersigned, for herself or himself, states that she or he has read and is familiar with the covenants and conditions of Article II of the Indenture relating to the establishment of a series of Securities thereunder and the establishment of a form of Securities representing a series of Securities thereunder and, in each case, the definitions therein relating thereto; that she or he is generally familiar with the other provisions of the Indenture and with the affairs of the Company and its acts and proceedings and that the statements and opinions made by her or him in this Certificate are based upon such familiarity; and that, in her or his opinion, she or he has made such examination or investigation as is necessary to enable her or him to express an informed opinion as to whether or not the covenants and conditions referred to above have been complied with; and in her or his opinion, such covenants and conditions have been complied with.

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF FLOATING RATE NOTE DUE 2021

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FG6

ISIN: US254687FG67

THE WALT DISNEY COMPANY

FLOATING RATE NOTES DUE 2021

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on September 1, 2021 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears in equal installments on December 1, March 1, June 1 and September 1 of each year, subject to adjustment as provided below (each, an “Interest Payment Date”), commencing on December 1, 2019, at a rate per annum initially equal to three-month LIBOR (as defined on the other side of this Note) plus 25 basis points and reset (as provided on the other side of this Note) on each December 1, March 1, June 1 and September 1 (each, an “Interest Reset Date”) after the Original Issue Date until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding November 17, February 15, May 18 or August 18 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date shall be payable to the Person to whom the principal shall be payable.

If any Interest Reset Date for this Note would otherwise be a day that is not a Business Day, such Interest Reset Date will be the next succeeding day that is a Business Day, except that if the Business Day is in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding day that is a Business Day. If any Interest Payment Date (other than an interest payment date occurring on the Maturity Date) falls on a day that is not a Business Day, such Interest Payment Date will be the following day that is a Business Day, except that, if the Business Day is in the next succeeding calendar month, the Interest Payment Date shall be the immediately preceding day that is a Business Day (in each case, resulting in a corresponding adjustment to the number of days in the applicable interest period). If the Maturity Date falls on a day that is not a Business Day, the payment of principal and interest may be made on the next succeeding Business Day, and no interest on that payment shall accrue for the period from and after such maturity.

Accrued interest is calculated by multiplying its face amount by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day from Original Issue Date, or from the last Interest Payment Date, to the date for which accrued interest is being calculated. The “interest factor” for each day is computed by dividing the interest rate applicable to that day by 360. All percentages resulting from any calculation will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), and all amounts used in or resulting from the calculation will be rounded to the nearest cent (with one-half cent being rounded upward).

The calculation of the interest rate on this Note will be made by Citibank, N.A., as “calculation agent.” If at any time the Trustee (as defined on the other side of this Note) is not the calculation agent, the Company will notify (or cause the calculation agent to notify) the Trustee of each determination of the interest rate promptly after the determination is made by any successor calculation agent. Any such calculation by the calculation agent shall be conclusive and binding on the Company, the Guarantor (as defined on the other side of this Note), the Trustee and the Holder absent manifest error. The “calculation date,” where applicable, pertaining to any LIBOR Interest determination date (as defined on the other side of this Note) is the date by which the applicable interest rate must

be calculated and will be the earlier of (a) the tenth calendar day after the LIBOR Interest determination date, or, if any such day is not a business day, the next succeeding business day and (b) the business day preceding the applicable Interest Payment Date or Maturity Date, as the case may be. Upon the request of the Holder, the Trustee will provide the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the next Interest Reset Date with respect to the Notes. The interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Except as otherwise provided in the Indenture, any interest not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

New York, New York is a Place of Payment for the Notes. The Company will maintain a Paying Agent, Registrar or co-Registrar, transfer agent and authenticating agent for the Notes in such Place of Payment, and Citibank, N.A. (the “Paying Agent”) has been appointed by the Company as the initial Paying Agent, Registrar, transfer agent and authenticating agent for the Notes in such Place of Payment. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in New York, New York, initially designated to be the Corporate Trust Office (as defined on the other side of this Note) of the Paying Agent currently located at 388 Greenwich Street, New York, NY 10013, and solely for the purpose of the transfer, surrender, exchange or presentation of Notes for final payment, located at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window – The Walt Disney Company, and at such additional offices or agencies as the Company may designate; provided, however, that at the option of the Company, payments of interest on this Note (other than on the Maturity Date) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Notes or by wire transfer of immediately available funds to the account of the Holder of this Note if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than 15 days prior to the applicable Interest Payment Date; and provided, further, that if this Note is a global note (a “Global Note”) registered in the name of a Depositary or its nominee, payments of principal of and interest on this Note shall be made by wire transfer of immediately available funds to the Depositary or its nominee. Any wire transfer instructions received by a Paying Agent shall remain in effect until revoked by the applicable registered Holder.

Reference is hereby made to the further provisions of this Note set forth on the other side of this Note, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or its duly appointed authenticating agent by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

Floating Rate Notes due 2021

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its Floating Rate Notes due 2021 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

The Company issued this Note pursuant to an Indenture, dated as of March 20, 2019 (herein called the “Indenture”), among the Company, TWDC Enterprises 18 Corp., a Delaware Corporation, as guarantor and Citibank, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, each Guarantor, the Trustee and Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

The Notes are in registered form, without coupons, in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of any authorized denomination, as requested by the Holder surrendering the same, upon surrender of the Note or Notes to be exchanged at any office or agency described below where Notes may be presented for registration of transfer.

The Company may from time to time, without notice to or the consent of Holders of the Notes, issue additional Notes (“Additional Notes”) ranking pari passu with, and with the same terms and provisions as, the Notes originally issued on the Original Issue Date (except for the date of original issuance, and, if applicable, the date from which interest shall accrue, the first interest payment date, the offering and sale prices thereof and restrictions on transfer). Any such Additional Notes, together with the Notes originally issued on the Original Issue Date, will constitute a single series of Securities under the Indenture and will vote together as a single class on all matters to be voted on by the Holders of the Notes under the Indenture.

The interest rate in effect with respect to the Notes on each day that is not an Interest Reset Date will be the interest rate determined as of the LIBOR Interest determination date (as defined below) pertaining to the immediately preceding Interest Reset Date and the interest rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the LIBOR Interest determination date pertaining to that Interest Reset Date, subject in either case to applicable provisions of law.

“LIBOR” means the rate determined by the calculation agent (as defined below) in accordance with the following provisions:

(a) With respect to a LIBOR Interest determination date, LIBOR will be the three-month rate for deposits in U.S. dollars, commencing on the second London business day immediately following that LIBOR Interest determination date, that appears on the display on Reuters (or any successor service) on the LIBOR 01 page (or any other page as may replace such page on such service or any such successor service, as the case may be) for the purpose of displaying the London interbank rates of major banks for U.S. dollars (the “LIBOR Page”) as of 11:00 A.M., London time, on that LIBOR Interest determination date.

(b) If the rate referred to in subparagraph (a) above does not appear on the LIBOR Page by 11:00 A.M., London time, on such LIBOR Interest determination date, LIBOR will be determined as follows:

Except as provided in clause (2) below, the calculation agent will select (after consultation with the Company) four major reference banks in the London interbank market and will request the principal London office of each of those four selected banks to provide the calculation agent with such bank’s quotation of the rate at which three-month U.S. dollar deposits, commencing on the second London business day immediately following such LIBOR Interest determination date, are offered to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such LIBOR Interest determination date and in a principal amount of not less than $1,000,000 that is representative for a single transaction in such market at such time.

If at least two such quotations are provided, then LIBOR for such LIBOR Interest determination date will be the arithmetic mean of such quotations.

If fewer than two quotations are provided, then LIBOR for such LIBOR Interest determination date will be the arithmetic mean of the rates quoted as of approximately 11:00 A.M. in the City of New York on such LIBOR Interest determination date by three major banks (which may include one or more of the underwriters or their affiliates) in the City of New York selected by the calculation agent (after consultation with the Company) for three-month U.S. dollar loans, commencing on the second London business day immediately following such LIBOR Interest determination date, and in a principal amount of not less than $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the calculation agent are not quoting as mentioned in this sentence, the rate of interest in effect for the applicable period will be the same as the interest rate in effect on such LIBOR Interest determination date.

Notwithstanding clause (1) above, if the Company or its Designee (as defined below) determine on or prior to the relevant LIBOR Interest determination date that a Benchmark Transition Event and its related Benchmark Replacement Date (each, as defined herein) have occurred with respect to LIBOR, then the provisions set forth below under the heading “Effect of Benchmark Transition Event”, which is referred to as the benchmark transition provisions, will thereafter apply to all determinations of the rate of interest payable on the Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period will be an annual rate equal to the sum of the Benchmark Replacement (as defined herein) and the margin specified in this prospectus supplement.

Effect of Benchmark Transition Event:

If the Company (or its designee, which may be the calculation agent only if the calculation agent consents to such appointment in its sole discretion with no liability therefor, a successor calculation agent, or such other designee of the Company (any of such entities, a “Designee”)) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates.

In connection with the implementation of a Benchmark Replacement, the Company (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.

Any determination, decision or election that may be made by the Company (or its Designee) pursuant to this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or its Designee’s) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party.

“Benchmark” means, initially, three-month LIBOR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to three-month LIBOR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement Adjustment for such Benchmark; provided that if the Company (or its Designee) cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date, then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:

(1)

the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2)

the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(4)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5)

the sum of: (a) the alternate rate of interest that has been selected by the Company (or its Designee) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:

(1)

the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or its Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then- current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Company (or its Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or its Designee) decides that adoption of any portion of such market practice is not administratively feasible or the Company (or its Designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (or its Designee) determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)

a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Company (or its Designee) in accordance with:

(1)

the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)

if, and to the extent that, the Company (or its Designee) determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Company (or its Designee) giving due consideration to any industry-accepted market practice for U.S. dollar denominated floating rate notes at such time.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the margin specified in this prospectus supplement.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is three- month LIBOR, 11:00 A.M. (London time) on the day that is two London banking days preceding the date of such determination, and (2) if the Benchmark is not three-month LIBOR, the time determined by the Company (or its Designee) in accordance with the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“LIBOR Interest determination date” means the second London business day preceding each Interest Reset Date.

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared or, in certain cases, automatically may become due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, in certain circumstances therein specified, the amendment thereof without the consent of the Holders of the Securities. Amendments may also be made in connection with Benchmark Transition Events without the consent of the Holders of the Notes, as described in this Note. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture of the Company and any Guarantor and the rights of Holders of the Securities of each series to be affected under the Indenture at any time by the Company, any Guarantor and the Trustee with the written consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities voting as a single class, or (ii) in case less than all of the several series of Securities are affected by such addition, change, elimination or modification, the Holders of not less than a majority in principal amount of the Outstanding Securities of all series so affected voting as a single class (including, for the avoidance of doubt, consents obtained in connection with a purchase of, or tender offer or exchange for, the Securities). The Indenture also contains provisions permitting, with certain exceptions as therein provided, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series to, by written consent, waive compliance by the Company or any Guarantor with any provision of the Indenture (but solely insofar as such provision relates to the Securities of such series) or any provision of the Securities of such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or, subject to the provisions for satisfaction and discharge in Article VIII of the Indenture and the guarantee release provisions in Article XII of the Indenture, of the Indenture, shall alter or impair the obligations of the Company or any Guarantor, which are absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of Notes is registrable in the register of Securities, upon surrender of a Note for registration of transfer at an office or agency of the Company maintained for that purpose in any Place of Payment for the Notes, which shall initially be the Corporate Trust Office of the Paying Agent in such Place of Payment, and at such additional offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the applicable Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Citibank, N.A., acting through its Corporate Trust Office currently located at 388 Greenwich Street, New York, NY 10013, and solely for the purpose of the transfer, surrender, exchange or presentation of Notes for final payment, located at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window – The Walt Disney Company, will initially act as the Company’s Paying Agent and Registrar for the Notes in The City of New York, New York, U.S.A.

No service charge shall be made by the Company, the Trustee or any Registrar for any such registration of transfer or exchange, but the Company may require, subject to certain exceptions specified in the Indenture, payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). Additional abbreviations may also be used though not in the above list.

THE INDENTURE (INCLUDING THE GUARANTEES) AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, EACH GUARANTOR, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THE INDENTURE (INCLUDING THE GUARANTEES) OR THIS NOTE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Except as otherwise expressly provided herein, or the context otherwise requires, all undefined terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; references herein to the “principal” of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; references herein to the “Corporate Trust Office” of any Person in any particular place mean the office of such Person in such place at which at any particular time its corporate trust business in such place shall be principally administered; and the term “Business Day,” as used in this Note, means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America.

The initial Depositary for the Global Notes shall be The Depository Trust Company. Notes will be issued in fully-registered, certificated form registered in the names of Persons other than the Depositary or its nominee only if (i) the Depositary’s book-entry only system ceases to exist, (ii) the Company determines that the Depositary is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Notes and the Company is unable to locate a qualified successor, (iii) the Company, at its option, elects to terminate the record book-entry system through the Depositary with respect to all or a portion of the Notes, (iv) required by law or (v) an Event of Default under the Indenture with respect to the Notes has occurred and is continuing, all as more fully provided in the Indenture.

The Trustee will provide or otherwise make any notice or communication available to Holders of the Notes electronically or by first class mail, postage prepaid, or by overnight air courier promising next Business Day delivery (if next Business Day delivery is available) to each Holder’s address as it appears in the registration books of the applicable Registrar, or, to the extent applicable, transmit such notices in accordance with the applicable procedures of the Depositary.

[signature page follows]

IN WITNESS WHEREOF, The Walt Disney Company has caused this Note to be signed by the signature or facsimile signature of its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, its General Counsel or one of its Deputy General Counsels, Associate General Counsels or Assistant General Counsels, or its Treasurer or any Assistant Treasurer.


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:	Your signature:
		Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:

(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Exhibit 4.3

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE FLOATING RATE NOTES DUE 2022

Dated: September 6, 2019

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(a) Title. The title of the series of Securities is the “Floating Rate Notes due 2022” (the “Notes”).

(d) Maturity Date. The Notes will mature on September 1, 2022 (the “Maturity Date”).

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate per annum equal to three-month LIBOR plus 39 basis points, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, reset quarterly, as described in the form of Note attached hereto as Exhibit A. The calculation of the interest rate on the Notes will be made by Citibank, N.A. (or any successor thereto), as “calculation agent”. The Company will pay interest on the Notes quarterly

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(g) No Optional Redemption. The Notes will not be subject to redemption at the Company’s option.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

* * *

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF FLOATING RATE NOTE DUE 2022

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FH4

ISIN: US254687FH41

THE WALT DISNEY COMPANY

FLOATING RATE NOTES DUE 2022

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on September 1, 2022 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, quarterly in arrears in equal installments on December 1, March 1, June 1 and September 1 of each year, subject to adjustment as provided below (each, an “Interest Payment Date”), commencing on December 1, 2019, at a rate per annum initially equal to three-month LIBOR (as defined on the other side of this Note) plus 39 basis points and reset (as provided on the other side of this Note) on each December 1, March 1, June 1 and September 1 (each, an “Interest Reset Date”) after the Original Issue Date until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding November 17, February 15, May 18 or August 18 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date; provided, however, that interest payable on the Maturity Date shall be payable to the Person to whom the principal shall be payable.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

Floating Rate Notes due 2022

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its Floating Rate Notes due 2022 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

“LIBOR” means the rate determined by the calculation agent (as defined below) in accordance with the following provisions:

(b) If the rate referred to in subparagraph (a) above does not appear on the LIBOR Page by 11:00 A.M., London time, on such LIBOR Interest determination date, LIBOR will be determined as follows:

If at least two such quotations are provided, then LIBOR for such LIBOR Interest determination date will be the arithmetic mean of such quotations.

Effect of Benchmark Transition Event:

In connection with the implementation of a Benchmark Replacement, the Company (or its Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.

(1)

the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2)

the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3)

(4)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5)

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or its Designee) as of the Benchmark Replacement Date:

(1)

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)

(2)

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

(1)

the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that:

(2)

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the Benchmark Replacement Adjustment and the margin specified in this prospectus supplement.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Term SOFR” means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“LIBOR Interest determination date” means the second London business day preceding each Interest Reset Date.

[signature page follows]


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:	Your signature:
		Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:

(Signature must be guaranteed)

Exhibit 4.4

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE 1.650% NOTES DUE 2022

Dated: September 6, 2019

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(a) Title. The title of the series of Securities is the “1.650% Notes due 2022” (the “Notes”).

(d) Maturity Date. The Notes will mature on September 1, 2022 (the “Maturity Date”), unless the Notes are earlier redeemed or repaid in accordance with the Indenture and this Officer’s Certificate.

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate of 1.650% per annum, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for. The Company will pay interest on the Notes semi-annually in arrears on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, to

the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on February 15 or August 18, as the case may be, preceding the applicable Interest Payment Date (each, a “Regular Record Date”) (whether or not any such Regular Record Date is a Business Day (as defined below)). Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(g) Optional Redemption. The Notes may be redeemed, in whole or in part, at the option of the Company, on the terms and subject to the conditions set forth in the form of Note attached hereto as Exhibit A.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

* * *

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF 1.650% NOTE DUE 2022

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FJ0

ISIN: US254687FJ07

THE WALT DISNEY COMPANY

1.650% NOTES DUE 2022

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on September 1, 2022 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears in equal installments on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, at the rate of 1.650% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding February 15 or August 18 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date. If any Interest Payment Date, any Redemption Date (as defined below), the Maturity Date or any other date on which a payment on the Notes is due is not a Business Day, the payment due on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, and no additional interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Maturity Date or other date, as the case may be, to such next succeeding Business Day. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Except as otherwise provided in the Indenture, any interest not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the other side of this Note), notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

less than 15 days prior to the applicable Interest Payment Date; and provided, further, that if this Note is a global note (a “Global Note”) registered in the name of a Depositary or its nominee, payments of principal of and interest on this Note shall be made by wire transfer of immediately available funds to the Depositary or its nominee. Any wire transfer instructions received by a Paying Agent shall remain in effect until revoked by the applicable registered Holder.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

1.650% Notes due 2022

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its 1.650% Notes due 2022 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

The Notes may be redeemed, in whole or in part, at the option of the Company, at any time or from time to time prior to the Maturity Date at a Redemption Price equal to the greater of the following amounts:

(1) 100% of the principal amount of the Notes to be redeemed; or

(2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes (not including any portion of any payments of interest accrued to the date specified for redemption (any such date, a “Redemption Date”)) discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 7 basis points.

plus, in the case of both clauses (1) and (2) above, any accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date for the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

The Treasury Rate will be calculated on the third business day preceding the Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the Redemption Date to the Maturity Date (the “remaining term”), of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any Redemption Date, (i) if the Independent Investment Banker (as defined below) obtains five Reference Treasury Dealer Quotations (as defined below) for that Redemption Date, the average of those Reference Treasury Dealer Quotations after excluding the highest and lowest of those Reference Treasury Dealer Quotations, (ii) if the Independent Investment Banker obtains fewer than five but more than one such Reference Treasury Dealer Quotations, the average of all of those quotations, or (iii) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation, such quotation.

“Independent Investment Banker” means one of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and their respective successors appointed by the Company to act as the Independent Investment Banker from time to time, or if any such firm is unwilling or unable to serve in that capacity, an independent investment banking institution of national standing appointed by the Company.

“Reference Treasury Dealer” means, with respect to any Redemption Date, (i) Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and their respective successors; provided that, if any such firm ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and (ii) up to three additional Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding that Redemption Date.

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date for the Notes shall be payable to the Holders of such Notes (or one or more Predecessor Securities) of record at the close of business on the relevant Regular Record Dates referred to above, all as provided in the Indenture. Unless the Company defaults in the payment of the Redemption Price, interest on the Notes called for redemption will cease to accrue on the Redemption Date.

Notice of any redemption of the Notes will be mailed at least 15 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at its registered address. All notices of redemption shall state, among other things, the principal amount of Notes to be redeemed, the Redemption Date, the Redemption Price or the manner in which the Redemption Price shall be determined and the place or places where such Notes maturing after the Redemption Date are to be surrendered for payment of the Redemption Price. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent included at the Company’s discretion shall be satisfied (or waived by the Company) or the Redemption Date may not occur and such notice may be rescinded if all such conditions precedent included at the Company’s discretion shall not have been satisfied (or waived by the Company). If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected according to DTC procedures, in the case of Notes represented by a global note, or by the Trustee by such method as the Trustee considers fair and appropriate, in the case of Notes, if any, that are not represented by a global note. However, payment of the Redemption Price, together with accrued interest (if any) to but excluding the Redemption Date, for a Note for which a redemption notice has been delivered is conditioned upon delivery of such Note (with, if the Company or the Trustee or any Paying Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee or such Paying Agent, as the case may be, duly executed by, the Holder thereof or his attorney duly authorized in writing) to the office or agency of the Company maintained for that purpose in any Place of Payment for the Notes. Payment of the Redemption Price for a Note (or portion thereof to be redeemed), together with accrued interest to the Redemption Date, will be made on the later of the Redemption Date or promptly following the time of delivery of such Note.

If this Note is to be redeemed in part, this Note must be redeemed in a minimum principal amount of $2,000 or an integral multiple of $1,000 in principal amount in excess thereof; provided that the unredeemed portion of this Note must be an authorized denomination.

In the event of redemption of this Note in part only, this Note must be surrendered at an office or agency maintained by the Company for that purpose and the Company will execute, and the Trustee or an authenticating agent will authenticate and deliver to the Holder of this Note, without service charge and upon cancellation hereof, a new Note or Notes, of any authorized denominations as requested by the Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of this Note so surrendered.

For all purposes of this Note and the Indenture, unless the context otherwise requires, all provisions relating to the redemption by the Company of the Notes shall relate, in the case of any Notes redeemed or to be redeemed by the Company only in part, to the portion of the principal amount of such Notes which has been or is to be so redeemed.

The Indenture permits, in certain circumstances therein specified, the amendment thereof without the consent of the Holders of the Securities. The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations under the Indenture of the Company and any Guarantor and the rights of Holders of the Securities of each series to be affected under the Indenture at any time by the Company, any Guarantor and the Trustee with the written consent of (i) the Holders of not less than a majority in principal amount of the Outstanding Securities voting as a single class, or (ii) in case less than all of the several series of Securities are affected by such addition, change, elimination or modification, the Holders of not less than a majority in principal amount of the Outstanding Securities of all series so affected voting as a single class (including, for the avoidance of doubt, consents obtained in connection with a purchase of, or tender offer or exchange for, the Securities). The Indenture also contains provisions permitting, with certain exceptions as therein provided, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of any series to, by written consent, waive compliance by the Company or any Guarantor with any provision of the Indenture (but solely insofar as such provision relates to the Securities of such series) or any provision of the Securities of such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

Except as otherwise expressly provided herein, or the context otherwise requires, all undefined terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; references herein to the “principal” or Redemption Price of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; references herein to the “Corporate Trust Office” of any Person in any particular place mean the office of such Person in such place at which at any particular time its corporate trust business in such place shall be principally administered; and the term “Business Day,” as used in this Note, means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America.

[signature page follows]


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:	Your signature:
		Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:

(Signature must be guaranteed)

Exhibit 4.5

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE 1.750% NOTES DUE 2024

Dated: September 6, 2019

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(a) Title. The title of the series of Securities is the “1.750% Notes due 2024” (the “Notes”).

(b) Aggregate Principal Amount; Additional Notes. The initial aggregate principal amount of the Notes which may be authenticated and delivered pursuant to the Indenture (except for Notes (i) authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6 and 9.5 of the Indenture, or (ii) which pursuant to Section 2.4 of the Indenture, are deemed never to have been authenticated and delivered) is $1,500,000,000. The Company may from time to time, without notice to or the consent of Holders of the Notes, issue additional Notes (“Additional Notes”) ranking pari passu with, and with the same terms and provisions as, the Notes originally issued on the Original Issue Date (as defined below) (except for the date of original issuance, and, if applicable, the date from which interest shall accrue, the first interest payment date, the offering and sale prices thereof and restrictions on transfer). Any such Additional Notes, together with the Notes originally issued on the Original Issue Date, will constitute a single series of Securities under the Indenture and will vote together as a single class on all matters to be voted on by the Holders of the Notes under the Indenture.

(d) Maturity Date. The Notes will mature on August 30, 2024 (the “Maturity Date”), unless the Notes are earlier redeemed or repaid in accordance with the Indenture and this Officer’s Certificate.

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate of 1.750% per annum, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for. The Company will pay interest on the Notes semi-annually in arrears on February 28 and August 30 of each year (each, an “Interest Payment Date”), commencing on

February 28, 2020, to the Persons in whose names the Notes (or one or more Predecessor Securities) are registered at the close of business on February 14 or August 16, as the case may be, preceding the applicable Interest Payment Date (each, a “Regular Record Date”) (whether or not any such Regular Record Date is a Business Day (as defined below)). Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

* * *

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF 1.750% NOTE DUE 2024

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FK7

ISIN: US 254687FK79

THE WALT DISNEY COMPANY

1.750% NOTES DUE 2024

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on August 30, 2024 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears in equal installments on February 28 and August 30 of each year (each, an “Interest Payment Date”), commencing on February 28, 2020, at the rate of 1.750% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding February 14 or August 16 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date. If any Interest Payment Date, any Redemption Date (as defined below), the Maturity Date or any other date on which a payment on the Notes is due is not a Business Day, the payment due on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, and no additional interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Maturity Date or other date, as the case may be, to such next succeeding Business Day. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Except as otherwise provided in the Indenture, any interest not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the other side of this Note), notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

1.750% Notes due 2024

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its 1.750% Notes due 2024 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

(1) 100% of the principal amount of the Notes to be redeemed; or

(2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal of and interest on (assuming, for this purpose, that the Notes mature on the Par Call Date (as defined below)) the Notes (not including any portion of any payments of interest accrued to the date specified for redemption (any such date, a “Redemption Date”)) discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points.

plus, in the case of both clauses (1) and (2) above, any accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date; provided that if the Company redeems any of the Notes on or after the Par Call Date, the Redemption Price for such Notes to be redeemed will equal 100% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

“Par Call Date” means July 30, 2024.

The Treasury Rate will be calculated on the third business day preceding the Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the Redemption Date to the Maturity Date or, if applicable, the Par Call Date (the “remaining term”), of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

Except as otherwise expressly provided herein, or the context otherwise requires, all undefined terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; references herein to the “principal” or Redemption Price of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; references herein to the “Corporate Trust Office” of any Person in any particular place mean the office of such Person in such place at which at any particular time its corporate trust business in such place shall be principally administered; and the term “Business Day,” as used in this Note, means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America.

[signature page follows]


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

Signature Guarantee:

(Signature must be guaranteed)

Exhibit 4.6

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE 2.000% NOTES DUE 2029

Dated: September 6, 2019

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(a) Title. The title of the series of Securities is the “2.000% Notes due 2029” (the “Notes”).

(b) Aggregate Principal Amount; Additional Notes. The initial aggregate principal amount of the Notes which may be authenticated and delivered pursuant to the Indenture (except for Notes (i) authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6 and 9.5 of the Indenture, or (ii) which pursuant to Section 2.4 of the Indenture, are deemed never to have been authenticated and delivered) is $2,000,000,000. The Company may from time to time, without notice to or the consent of Holders of the Notes, issue additional Notes (“Additional Notes”) ranking pari passu with, and with the same terms and provisions as, the Notes originally issued on the Original Issue Date (as defined below) (except for the date of original issuance, and, if applicable, the date from which interest shall accrue, the first interest payment date, the offering and sale prices thereof and restrictions on transfer). Any such Additional Notes, together with the Notes originally issued on the Original Issue Date, will constitute a single series of Securities under the Indenture and will vote together as a single class on all matters to be voted on by the Holders of the Notes under the Indenture.

(d) Maturity Date. The Notes will mature on September 1, 2029 (the “Maturity Date”), unless the Notes are earlier redeemed or repaid in accordance with the Indenture and this Officer’s Certificate.

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate of 2.000% per annum, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for. The Company will pay interest on the Notes semi-annually in arrears on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, to

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

* * *

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF 2.000% NOTE DUE 2029

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FL5

ISIN: US254687FL52

THE WALT DISNEY COMPANY

2.000% NOTES DUE 2029

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on September 1, 2029 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears in equal installments on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, at the rate of 2.000% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding February 15 or August 18 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date. If any Interest Payment Date, any Redemption Date (as defined below), the Maturity Date or any other date on which a payment on the Notes is due is not a Business Day, the payment due on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, and no additional interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Maturity Date or other date, as the case may be, to such next succeeding Business Day. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Except as otherwise provided in the Indenture, any interest not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the other side of this Note), notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

2.000% Notes due 2029

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its 2.000% Notes due 2029 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

(1) 100% of the principal amount of the Notes to be redeemed; or

plus, in the case of both clauses (1) and (2) above, any accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date; provided that if the Company redeems any of the Notes on or after the Par Call Date, the redemption price for such Notes to be redeemed will equal 100% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

“Par Call Date” means June 1, 2029.

The Treasury Rate will be calculated on the third business day preceding the Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the Redemption Date to the Maturity Date or, if applicable, the Par Call Date (the “remaining term”), of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

Except as otherwise expressly provided herein, or the context otherwise requires, all undefined terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; references herein to the “principal” or Redemption Price of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; references herein to the “Corporate Trust Office” of any Person in any particular place mean the office of such Person in such place at which at any particular time its corporate trust business in such place shall be principally administered; and the term “Business Day,” as used in this Note, means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America.

[signature page follows]


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:	Your signature:
		Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:

(Signature must be guaranteed)

Exhibit 4.7

EXECUTION VERSION

THE WALT DISNEY COMPANY

OFFICER’S CERTIFICATE

ESTABLISHING THE 2.750% NOTES DUE 2049

Dated: September 6, 2019

(2) Compliance with Conditions Precedent. All conditions precedent provided for in the Indenture relating to the establishment of the form and terms of the Notes have been complied with.

(3) Form of Notes.

(a) The Notes shall be substantially in the form of Exhibit A attached hereto, which is incorporated by reference herein.

(c) The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Global Note Custodian.

(a) Title. The title of the series of Securities is the “2.750% Notes due 2049” (the “Notes”).

(b) Aggregate Principal Amount; Additional Notes. The initial aggregate principal amount of the Notes which may be authenticated and delivered pursuant to the Indenture (except for Notes (i) authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.8, 2.9, 2.11, 3.6 and 9.5 of the Indenture, or (ii) which pursuant to Section 2.4 of the Indenture, are deemed never to have been authenticated and delivered) is $2,000,000,000. The Company may from time to time, without notice to or the consent of Holders of the Notes, issue additional Notes (“Additional Notes”) ranking pari passu with, and with the same terms and provisions as, the Notes originally issued on the Original Issue Date (as defined below) (except for the date of original issuance, and, if applicable, the date from which interest shall accrue, the first interest payment date, the offering and sale prices thereof and restrictions on transfer). Any such Additional Notes, together with the Notes originally issued on the Original Issue Date, will constitute a single series of Securities under the Indenture and will vote together as a single class on all matters to be voted on by the Holders of the Notes under the Indenture.

(d) Maturity Date. The Notes will mature on September 1, 2049 (the “Maturity Date”), unless the Notes are earlier redeemed or repaid in accordance with the Indenture and this Officer’s Certificate.

(e) Rate of Interest; Interest Payment Dates; Regular Record Dates; Accrual of Interest.

(i) Rate of Interest; Interest Payment Dates; Persons to Whom Interest Is Payable. The Notes will bear interest at the rate of 2.750% per annum, accruing from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for. The Company will pay interest on the Notes semi-annually in arrears on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, to

(f) Place of Payment; Registration of Transfer and Exchange; Notices to Company.

(h) Sinking Fund. The Notes will not be subject to any sinking fund or analogous provision.

(i) Denominations. The Notes are issuable in denominations of $2,000 principal amount and integral multiple of $1,000 in excess thereof.

* * *

IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on behalf of the Company as of the date first written above.


THE WALT DISNEY COMPANY

By:		/s/ Jonathan S. Headley
		Name: Jonathan S. Headley
		Title: Senior Vice President, Treasurer and Corporate Real Estate

Exhibit A

FORM OF 2.750% NOTE DUE 2049

PRINCIPAL AMOUNT:

NO. R-

CUSIP: 254687FM3

ISIN: US254687FM36

THE WALT DISNEY COMPANY

2.750% NOTES DUE 2049

The Walt Disney Company, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of dollars ($ ) on September 1, 2049 (the “Maturity Date”) and to pay interest thereon from September 6, 2019 (the “Original Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually in arrears in equal installments on March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2020, at the rate of 2.750% per annum, until the principal hereof is paid or made available for payment. Interest payments on this Note will include interest accrued to but excluding the Interest Payment Date or Maturity Date, as the case may be. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as defined on the other side of this Note), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the preceding February 15 or August 18 (each, a “Regular Record Date”), as the case may be (whether or not any such Regular Record Date is a Business Day (as defined on the other side of this Note)), next preceding such Interest Payment Date. If any Interest Payment Date, any Redemption Date (as defined below), the Maturity Date or any other date on which a payment on the Notes is due is not a Business Day, the payment due on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity Date or other date, as applicable, and no additional interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date, Maturity Date or other date, as the case may be, to such next succeeding Business Day. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Except as otherwise provided in the Indenture, any interest not punctually paid or duly provided for on any Interest Payment Date (herein called “Defaulted Interest”) will forthwith cease to be payable to the Holder on the Regular Record Date with respect to such Interest Payment Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the other side of this Note), notice of which shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

All payments of principal of, premium (if any), and interest on, the Notes will be payable in the coin or currency of the United States of America.

Date:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

CITIBANK, N.A., not in its individual capacity but solely in its capacity as Trustee.


By:
		Authorized Signatory

2.750% Notes due 2049

This Note is one of a duly authorized series of Securities of the Company (which term includes any successor corporation under the Indenture hereinafter referred to) issued and to be issued pursuant to such Indenture and designated by the Company as its 2.750% Notes due 2049 (the “Notes”). The Indenture does not limit the aggregate principal amount of the Securities which may be issued thereunder.

(1) 100% of the principal amount of the Notes to be redeemed; or

plus, in the case of both clauses (1) and (2) above, any accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date; provided that if the Company redeems any of the Notes on or after the Par Call Date, the redemption price for such Notes to be redeemed will equal 100% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.

“Par Call Date” means March 1, 2049.

The Treasury Rate will be calculated on the third business day preceding the Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the Redemption Date to the Maturity Date or, if applicable, the Par Call Date (the “remaining term”), of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

Except as otherwise expressly provided herein, or the context otherwise requires, all undefined terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture; references herein to the “principal” or Redemption Price of any Note shall be deemed to include a reference to the premium, if any, payable on such Note; references herein to the “Corporate Trust Office” of any Person in any particular place mean the office of such Person in such place at which at any particular time its corporate trust business in such place shall be principally administered; and the term “Business Day,” as used in this Note, means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation or executive order to close in New York, New York, United States of America.

[signature page follows]


THE WALT DISNEY COMPANY

By:
		Name:
		Title:

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.


Date:	Your signature:
		Sign exactly as your name appears on the other side of this Note.

Signature Guarantee:


(Signature must be guaranteed)

Exhibit 5.1

LOGO

September 6, 2019

The Walt Disney Company

$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

Ladies and Gentlemen:

We have acted as counsel for The Walt Disney Company, a Delaware corporation (the “Company”), and the Guarantor (as defined below), in connection with the public offering and sale by the Company of $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”), $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, together with the 2021 Floating Rate Notes, 2022 Floating Rate Notes, 2022 Fixed Rate Notes, 2024 Fixed Rate Notes and 2029 Fixed Rate Notes, the “Notes”) to be issued pursuant to the Indenture dated as of March 20, 2019 (the “Indenture”), among the Company, the Guarantor and Citibank, N.A., as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantee”) by TWDC Enterprises 18 Corp., a Delaware corporation (the “Guarantor”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indenture; (b) the Registration Statement on Form S-3 (Registration No. 333-233595) filed with

the Securities and Exchange Commission (the “Commission”) on September 3, 2019 (the “Registration Statement”), with respect to registration under the Securities Act of 1933 (the “Securities Act”) of an unlimited aggregate amount of various securities of the Company and the Guarantor, to be issued from time to time by the Company and the Guarantor; (c) the related Prospectus dated September 3, 2019 (together with the documents incorporated therein by reference, the “Basic Prospectus”); (d) the Prospectus Supplement dated September 3, 2019, filed with the Commission pursuant to Rule 424(b) and Rule 430B of the General Rules and Regulations under the Securities Act (together with the Basic Prospectus, the “Prospectus”); and (e) specimen global certificates for the Notes. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and the Guarantor and documents furnished to us by the Company and the Guarantor without independent verification of their accuracy. In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Trustee.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that when the Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for (i) the Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantee will constitute a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on September 6, 2019, and to the incorporation by reference of this opinion into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement dated September 3, 2019 forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

The Walt Disney Company

500 South Buena Vista Street,

Burbank, California 91521

TWDC Enterprises 18 Corp.

500 South Buena Vista Street,

Burbank, California 91521