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), $1,500,000,000 aggregate principal amount of its 1.750% Notes due 2026 (the 2026 Notes), $1,000,000,000 aggregate principal amount of its 2.200% Notes due 2028 (the 2028 Notes), $2,500,000,000 aggregate principal amount of its 2.650% Notes due 2031 (the 2031 Notes), $1,750,000,000 aggregate principal amount of its 3.500% Notes due 2040 (the 2040 Notes), $2,750,000,000 aggregate principal amount of its 3.600% Notes due 2051 (the 2051 Notes) and $1,500,000,000 aggregate principal amount of its 3.800% Notes due 2060 (the 2060 Notes and, collectively with the 2026 Notes, the 2028 Notes, the 2031 Notes, the 2040 Notes and the 2051 Notes, the 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 5:30 p.m., New York City time, on May 11, 2020, the time when sales of the Securities were first made (the Time of Sale), the Company had prepared the following