DIS S-3ASR
Walt Disney Co (DIS)
Table of Contents
As filed with the Securities and Exchange Commission on August 28, 2025
Registration No. 333–
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 83-0940635 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Jolene E. Negre, Esq.
Deputy General Counsel – Securities Regulation, Governance & Secretary
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
TWDC ENTERPRISES 18 CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 95-4545390 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Jolene E. Negre, Esq.
Assistant Secretary
TWDC Enterprises 18 Corp.
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Nicholas A. Dorsey, Esq.
Kelly M. Smercina, Esq.
Cravath, Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001-1641
(212) 474-1000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of Securities Act. ☐
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PROSPECTUS
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
WARRANTS
PURCHASE CONTRACTS
UNITS
TWDC ENTERPRISES 18 CORP.
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
GUARANTEES OF DEBT SECURITIES
OF THE WALT DISNEY COMPANY
The Walt Disney Company (“we”) may offer from time to time the following types of securities:
| • | our debt securities, in one or more series, which will be senior debt securities, in each case consisting of notes or other unsecured evidences of indebtedness; |
| • | shares of our preferred stock, which may be issued in the form of depositary receipts representing a fraction of a share of preferred stock; |
| • | shares of our common stock; |
| • | warrants to purchase any of the other securities that we may sell under this prospectus; |
| • | purchase contracts to acquire any of the other securities that we may sell under this prospectus; or |
| • | any combination of these securities, individually or as units. |
TWDC Enterprises 18 Corp. (“TWDC Enterprises”) may fully and unconditionally guarantee all payments of principal, interest, premium, if any, and other amounts payable on debt securities issued by The Walt Disney Company.
We may sell these securities for U.S. dollars or a foreign currency, and payments on these securities may be made in U.S. dollars or a foreign currency. The securities may be offered separately or together in any combination and as separate series.
We will provide specific terms of these securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest.
Investing in the securities described in this prospectus involves risks. See “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, as well as the applicable prospectus supplement.
Our common stock is traded on the New York Stock Exchange under the symbol “DIS.”
We will sell these securities directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with our agents, dealers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents, underwriters or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, the relevant prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the relevant prospectus supplement.
This prospectus may not be used to consummate sales of securities unless accompanied by the applicable prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 28, 2025.
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| DESCRIPTION OF PURCHASE CONTRACTS OF THE WALT DISNEY COMPANY |
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This prospectus is part of a registration statement that we and TWDC Enterprises filed with the Securities and Exchange Commission utilizing a “shelf” registration process. When we refer to “The Walt Disney Company,” the “Company,” “we,” “our” and “us” in this prospectus under the headings “Cautionary Statement Concerning Forward-Looking Statements” and “The Walt Disney Company” we mean The Walt Disney Company and its subsidiaries, including TWDC Enterprises 18 Corp., through which various businesses are conducted. When such terms are used elsewhere in this prospectus, we refer only to The Walt Disney Company unless the context otherwise requires or as otherwise indicated. When we refer to “TWDC Enterprises” or the “Guarantor” in this prospectus, we refer to TWDC Enterprises 18 Corp., a 100% owned subsidiary of The Walt Disney Company.
Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both the prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”
We may also prepare free writing prospectuses that describe particular debt securities. Any free writing prospectus should also be read in connection with this prospectus and with any prospectus supplement referred to therein. For purposes of this prospectus, any reference to an applicable prospectus supplement may also refer to a free writing prospectus, unless the context otherwise requires.
The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us, TWDC Enterprises and the securities offered under this prospectus. That registration statement can be read at the Securities and Exchange Commission website mentioned under the heading “Where You Can Find More Information.”
We have not and TWDC Enterprises has not authorized any person to give any information or to make any representation in connection with this prospectus other than those contained or incorporated by reference in this prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by us or TWDC Enterprises.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs or the affairs of TWDC Enterprises since the date of this prospectus, that the information contained in this prospectus is correct as of any time subsequent to its date or that any information incorporated by reference in this prospectus is correct as of any time subsequent to its date.
Unless otherwise indicated, currency amounts in this prospectus and any prospectus supplement are stated in United States dollars (“$,” “dollars,” “U.S. dollars” or “U.S.$”), and references to a “prospectus supplement” include both prospectus supplements and pricing supplements.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated or deemed to be incorporated by reference herein or therein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, financial results, results of operations, business plans (including statements regarding new products and services, future expenditures, costs, investments and transactions for which conditions to close have not been satisfied, including entering into definitive agreements, regulatory or other approvals or other conditions), competition, future performance and future actions. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “could,” “intends,” “target,” “projects,” “forecasts,” “believes,” “estimates,” “anticipates,” “potential,” “continue,” “assumption” or “judgment” or the negative of these, words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These statements, which speak only as of the date of this prospectus or any prospectus supplement or, in the case of documents incorporated or deemed to be incorporated by reference herein or therein, as of the date of those documents, reflect our current views with respect to future events and are based on assumptions as of the date of those documents. These statements are subject to known and unknown risks, uncertainties and other factors, including those described under the captions “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” in our Annual Report on Form 10-K for the year ended September 28, 2024 and any subsequent Annual Reports on Form 10-K, and under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in any subsequent Quarterly Reports on Form 10-Q as well as in any subsequent periodic or current reports filed with the Securities and Exchange Commission under the Exchange Act that include “Risk Factors” or that discuss risks to us, that may cause our actual results, performance or achievements to be materially different from expectations or results projected or implied by forward-looking statements.
A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances. You should not place undue reliance on the forward-looking statements. Unless required by federal securities laws, we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated, to reflect circumstances or events that occur after the date of this prospectus or any prospectus supplement.
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Our business is subject to significant risks. You should carefully consider the risks and uncertainties described in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein, including the risks and uncertainties described in our consolidated financial statements and the notes to those financial statements and the risks and uncertainties described in our Annual Report on Form 10-K for the year ended September 28, 2024, and in any subsequent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in any subsequent periodic or current reports filed with the Securities and Exchange Commission under the Exchange Act that include “Risk Factors” or that discuss risks to us, which are incorporated by reference in this prospectus or any applicable prospectus supplement. Before making an investment decision, you should carefully consider these risks, as well as any other information that we include or incorporate by reference in this prospectus or any applicable prospectus supplement. The prospectus supplement applicable to each type or series of securities we and TWDC Enterprises may offer may contain a discussion of additional risks applicable to an investment in the securities described in this prospectus and the particular type of securities we and TWDC Enterprises are offering under that prospectus supplement. If any of the risks and uncertainties described in this prospectus, any applicable prospectus supplement or the documents incorporated by reference herein or therein actually occur, our business, financial condition and results of operations could be adversely affected in a material way. This could cause the trading price of our securities to decline, perhaps significantly, and you may lose part or all of your investment.
The Walt Disney Company, together with its subsidiaries through which businesses are conducted, is a diversified worldwide entertainment company with operations in three segments: Entertainment, Sports and Experiences. The Walt Disney Company is a Delaware corporation having its principal executive offices at 500 South Buena Vista Street, Burbank, California 91521, and its telephone number is (818) 560-1000.
Entertainment
The Entertainment segment generally encompasses the Company’s non-sports focused global film and episodic content production and distribution activities.
The lines of business within Entertainment along with their significant business activities include the following:
| • | Linear Networks |
| • | Domestic: ABC Television Network (“ABC Network”), Disney, Freeform, FX and National Geographic (owned 73% by the Company) branded television channels and eight owned ABC television stations |
| • | International: Disney, FX and National Geographic (owned 73% by the Company) branded general entertainment television channels outside of the U.S. |
| • | A 50% equity investment in A+E Television Networks, which operates cable channels including A&E, HISTORY and Lifetime |
| • | Direct-to-Consumer |
| • | Disney+: a global direct-to-consumer (“DTC”) service that primarily offers general entertainment and family programming |
| • | Hulu: a U.S. DTC service that offers general entertainment and family programming and a digital over-the-top service that includes live linear streams of various cable and broadcast networks |
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| • | Content Sales/Licensing |
| • | Theatrical distribution |
| • | Sale/licensing of film and episodic content to television and video-on-demand services |
| • | Home entertainment distribution: electronic and physical home video licenses and video-on-demand rentals |
| • | Intersegment allocation of revenues from the Experiences segment, which is meant to reflect royalties on consumer products merchandise licensing revenues generated on intellectual property (IP) created by the Entertainment segment |
| • | Staging and licensing of live entertainment events on Broadway and around the world |
| • | Music distribution |
| • | Post-production services by Industrial Light & Magic and Skywalker Sound |
Entertainment also includes the following activities that are reported with Content Sales/Licensing:
| • | National Geographic magazine and online business (owned 73% by the Company) |
| • | A 30% ownership interest in Tata Play Limited, which operates a direct-to-home satellite distribution platform in India |
Sports
The Sports segment generally encompasses the Company’s sports-focused global television and DTC video streaming content production and distribution activities.
The lines of business within Sports include the following:
| • | ESPN (generally owned 80% by the Company): |
| • | Domestic: |
| • | Seven ESPN-branded television channels |
| • | ESPN on ABC (sports programmed on the ABC Network by ESPN) |
| • | ESPN+ DTC service |
| • | International: ESPN-branded channels outside of the U.S. |
In August 2025, the Company launched a new DTC service, which includes live linear streams of the domestic ESPN-branded television channels and ESPN+.
Experiences
The lines of business within Experiences along with their significant business activities include the following:
| • | Parks & Experiences: |
| • | Domestic: |
| • | Theme parks and resorts: |
| • | Walt Disney World Resort in Florida |
| • | Disneyland Resort in California |
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| • | Experiences: Disney Cruise Line; Disney Vacation Club; National Geographic Expeditions (owned 73% by the Company); Adventures by Disney; and Aulani, a Disney Resort & Spa in Hawaii |
| • | International: |
| • | Theme parks and resorts, which include: Disneyland Paris; Hong Kong Disneyland Resort (48% ownership interest and consolidated in the Company’s financial results) and Shanghai Disney Resort (43% ownership interest and consolidated in the Company’s financial results). Additionally, the Company licenses our intellectual property to a third party that owns and operates Tokyo Disney Resort. |
| • | Consumer Products: |
| • | Licensing of our trade names, characters, visual, literary and other intellectual property to various manufacturers, game developers, publishers and retailers throughout the world, for use on merchandise, published materials and games |
| • | Sale of branded merchandise through retail, online and wholesale businesses, and development and publishing of books, comic books and magazines (except National Geographic magazine, which is reported in Entertainment) |
TWDC Enterprises is a Delaware corporation and a direct, 100% owned subsidiary of The Walt Disney Company. Its principal executive offices are located at 500 South Buena Vista Street, Burbank, California 91521, and its telephone number is (818) 560-1000.
Unless otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes.
These general corporate purposes may include, among others:
| • | to repay indebtedness (including commercial paper) and reduce other obligations; |
| • | to fund dividend payments; |
| • | to fund share repurchases; |
| • | to fund investments in, or extensions of credit or contributions to, our subsidiaries, including to fund operations and business initiatives; and |
| • | to fund acquisitions. |
Proceeds may also be used for other purposes specified in the applicable prospectus supplement. Net proceeds may be temporarily invested prior to use. The precise amounts and timing of the application of proceeds will depend upon, among other things, our funding requirements and the funding requirements of our subsidiaries, including TWDC Enterprises, at the time of issuance and the availability of other funds.
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GENERAL DESCRIPTION OF SECURITIES
THE WALT DISNEY COMPANY
We, directly or through agents, dealers or underwriters that we designate, may offer and sell, from time to time, the following types of securities:
| • | our debt securities, in one or more series, which will be senior debt securities, in each case consisting of notes or other unsecured evidences of indebtedness; |
| • | shares of our preferred stock, which may be issued in the form of depositary receipts representing a fraction of a share of preferred stock; |
| • | shares of our common stock; |
| • | warrants to purchase any of the other securities that may be sold under this prospectus; |
| • | purchase contracts to acquire any of the other securities that may be sold under this prospectus; or |
| • | any combination of these securities, individually or as units. |
We may offer and sell these securities either individually or as units consisting of one or more of these securities, each on terms to be determined at the time of sale, and the securities offered hereby may be convertible into or exercisable or exchangeable for other securities offered hereby. When particular securities are offered, a supplement to this prospectus will be delivered with this prospectus, which will describe the terms of the offering and sale of the offered securities.
When we refer to “securities,” “debt securities,” “preferred stock,” “depositary receipts,” “common stock,” “warrants,” “purchase contracts,” and/or “units,” under the headings “Description of Debt Securities of The Walt Disney Company,” “Description of Preferred Stock of The Walt Disney Company,” “Description of Depositary Shares of The Walt Disney Company,” “Description of Common Stock of The Walt Disney Company,” “Description of Warrants of The Walt Disney Company,” “Description of Purchase Contracts of The Walt Disney Company,” or “Description of Units of The Walt Disney Company,” we refer only to those securities issued by The Walt Disney Company and not its subsidiaries, including TWDC Enterprises, unless the context otherwise requires or as otherwise indicated.
TWDC ENTERPRISES 18 CORP.
TWDC Enterprises may fully and unconditionally guarantee all payments of principal, interest, premium, if any, and other amounts payable on debt securities issued by The Walt Disney Company. When such a guarantee is offered, a supplement to this prospectus will be delivered with this prospectus, which will describe the terms of the offering and the guarantee.
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DESCRIPTION OF DEBT SECURITIES OF THE WALT DISNEY COMPANY
In this “Description of Debt Securities of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); references to the “Guarantor” refer only to TWDC Enterprises and not to any of its subsidiaries; and all references to “debt securities” refer only to debt securities issued by The Walt Disney Company and not to any debt securities issued by TWDC Enterprises.
We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities. The debt securities will be our unsecured and unsubordinated obligations. We may issue these debt securities in one or more series.
Our debt securities may be issued from time to time under an indenture, dated as of March 20, 2019, which is referred to as the “indenture”, between us and Citibank, N.A., as trustee. The trustee under the indenture is referred to herein as the “trustee.”
The following summary of selected provisions of the indenture and the debt securities is not complete. In connection with an investment in our debt securities, you should review the applicable prospectus supplement, the form of the debt securities and the indenture, which have been or will be filed as exhibits to the registration statement of which this prospectus is a part or a document incorporated or deemed to be incorporated by reference in this prospectus and may be obtained as described under “Where You Can Find More Information” in this prospectus. The following summary and any description of our debt securities contained in an applicable prospectus supplement are qualified in their entirety by reference to all of the provisions of the debt securities and the indenture, which provisions, including defined terms, are incorporated by reference in this prospectus.
The following description of debt securities describes general terms and provisions of the series of debt securities to which any prospectus supplement may relate. When we offer to sell a series of debt securities, we will describe the specific terms of the series in the applicable prospectus supplement. If any particular terms of the debt securities or the indenture described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.
General
We can issue an unlimited amount of debt securities under the indenture. We can issue debt securities from time to time and in one or more series as determined by us. In addition, we can issue debt securities of any series with terms different from the terms of debt securities of any other series and the terms of particular debt securities within any series may differ from each other, all without the consent of the holders of previously issued debt securities. The debt securities of each series will be our direct, unsecured and unsubordinated obligations.
The applicable prospectus supplement relating to the series of debt securities will describe the specific terms of the debt securities being offered, including, where applicable, the following:
| • | the title of the series of debt securities; |
| • | any limit on the aggregate principal amount of debt securities of the series; |
| • | whether the debt securities of the series may be represented initially by a debt security in temporary or permanent global form, and, if so, the initial depositary with respect to such temporary or permanent global debt security and the circumstances under which beneficial owners of interests in any such temporary or permanent global debt security may exchange such interests for debt securities of such series of like tenor and of any authorized form and denomination; |
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| • | the price or prices at which the debt securities of the series will be issued; |
| • | the person to whom any interest will be payable on any debt securities of the series, if other than the person in whose name the debt security is registered at the close of business on the regular record date for the payment of interest; |
| • | the extent to which, or the manner in which, any interest payable on a temporary or permanent global security on an interest payment date will be paid; |
| • | the date or dates on which the principal of and premium, if any, on the debt securities of the series is payable or the method or methods, if any, used to determine those dates; |
| • | the rate or rates at which the debt securities of the series will bear interest or the method or methods, if any, used to calculate those rate or rates; |
| • | the date or dates, if any, from which interest on the debt securities of the series will accrue, or the method or methods, if any, used to determine those dates; |
| • | the stated maturities of installments of interest, if any, on which any interest on the debt securities of the series will be payable and the regular record dates for any interest payable on any debt securities of the series; |
| • | the place or places where and the manner in which the principal of and premium, if any, and interest, if any, on the debt securities of the series will be payable and the place or places where the debt securities of the series may be presented for transfer and, if applicable, conversion or exchange and the place or places where notices and demands in respect of the debt securities of the series may be served on us; |
| • | our right, if any, to redeem the debt securities, and the period or periods within which, the price or prices at which and the terms and conditions upon which, the debt securities of the series may be redeemed, in whole or in part; |
| • | our obligation, if any, to redeem or purchase the debt securities of the series pursuant to any sinking fund or analogous provisions or, at the option of a holder of such debt securities, the conditions, if any, giving rise to such obligation, and the period or periods within which, the price or prices at which, and the terms and conditions upon which, the debt securities of the series shall be redeemed or purchased, in whole or part, and any provisions for the remarketing of such debt securities; |
| • | the denominations in which any debt securities of the series are to be issuable, if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof; |
| • | the currency or currencies, including composite currencies, of payment of principal of, premium, if any, and interest, if any, on the debt securities of the series, if other than U.S. dollars and, if other than U.S. dollars, whether the debt securities of the series may be satisfied and discharged other than as provided in the indenture; |
| • | if the amount of payments of principal of, premium, if any, and interest, if any, on the debt securities of the series is to be determined by reference to an index, formula or other method, or based on a coin or currency or currency unit other than that in which the debt securities of the series are stated to be payable, the manner in which these amounts are to be determined and the calculation agent, if any, with respect thereto; |
| • | if other than the principal amount thereof, the portion of the principal amount of the debt securities of the series which will be payable upon acceleration of the maturity thereof pursuant to an event of default; |
| • | if we agree or any guarantor agrees to pay any additional amounts on any of the debt securities of the series to any holder in respect of any tax, assessment or governmental charge withheld or deducted, the circumstances and procedures under which we or such guarantor will make these payments, and whether those additional amounts paid by us or such guarantor will be treated as interest or principal |
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| pursuant to the indenture, and whether we will have the option to redeem these debt securities rather than pay these additional amounts; |
| • | whether the debt securities of the series are convertible or exchangeable into other securities, and, if so, the terms and conditions upon which such conversion or exchange will be effected, including the initial conversion or exchange price or rate and any adjustments thereto, the conversion or exchange period and other conversion or exchange provisions; |
| • | if applicable, any special terms applicable to debt securities of any series issued at an issue price below their stated principal amount, including the issue price thereof and the rate or rates at which the original issue discount, if any, will accrue; |
| • | whether the debt securities of the series are to be issued or delivered (whether at the time of original issuance or at the time of exchange of a temporary security of such series or otherwise), or any installment of principal or any premium or interest is to be payable only, upon receipt of certificates or other documents or satisfaction of other conditions in addition to those specified in the indenture; |
| • | whether the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the provisions described below under “—Defeasance and Discharge” and, unless otherwise expressly provided in the applicable prospectus supplement, such provisions will apply to the debt securities of the series; |
| • | whether the debt securities of the series are entitled to any benefits of any guarantee of any guarantors, including any addition or change to the provisions described below under “—The TWDC Enterprises Guarantee”; |
| • | any deletions from, modifications of or additions to the events of default or our covenants with respect to the debt securities of the series, whether these events of default or covenants are consistent with the events of default or covenants set forth in this prospectus and any change in the rights of the trustee or the requisite holders of the debt securities of the series to declare the principal amount of that series due and payable pursuant to the indenture; |
| • | any special United States federal income tax considerations applicable to the debt securities of the series; and |
| • | any other terms of the debt securities of the series. |
Debt securities may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement. Special United States federal tax and other considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.
The above is not intended to be an exclusive list of the terms that may be applicable to any debt securities and we are not limited in any respect in our ability to issue debt securities with terms different from or in addition to those described above or elsewhere in this prospectus.
Consequences of Holding Company Status
Operations are conducted almost entirely through our subsidiaries. Accordingly, our cash flow and our ability to service our debt, including the debt securities, are dependent upon the earnings of our subsidiaries and the distribution of those earnings to us, whether by dividends, loans or otherwise. The payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of our subsidiaries and are subject to various business considerations. Our right to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of the debt securities to participate in those assets) will be effectively subordinated to the claims of that
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subsidiary’s creditors (including trade creditors), except to the extent that we are recognized as a creditor of that subsidiary, in which case our claims would still be effectively subordinated to any security interests in the assets of the subsidiary and would still be contractually subordinated to any indebtedness of the subsidiary senior to that held by us.
Holders of our debt securities have a direct claim only against us, unless such debt securities are guaranteed, in which case they also have a direct claim against any applicable guarantor.
Form, Exchange, Registration and Transfer
The debt securities of a series will be issued as registered securities. Debt securities of a series may be issuable in whole or in part in the form of one or more global debt securities, as described below under “—Global Debt Securities.” Unless otherwise indicated in an applicable prospectus supplement, debt securities will be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Debt securities of any series will be exchangeable for other securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor. Unless otherwise indicated in an applicable prospectus supplement, debt securities may be presented for registration of transfer, at the office or agency designated by us as registrar or co-registrar with respect to any series of debt securities, without service charge and upon payment of any taxes, assessments or other governmental charges as described in the indenture. The transfer or exchange will be effected on the books of the registrar or any other transfer agent appointed by us upon the registrar or transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. We have appointed the trustee as the initial registrar under the indenture and the name of any different or additional registrar designated by us with respect to the debt securities of any series will be included in the applicable prospectus supplement. If a prospectus supplement refers to any office or agency where debt securities may be presented or surrendered for payment, registration of transfer or exchange and where notices and demands may be served (in addition to the registrar’s office designated by us) with respect to any series of debt securities, we may at any time rescind such designation or approve a change in the location of such office or agency, except that we will be required to maintain an office or agency in each place of payment for that series and, if required by the depositary, we will appoint a paying agent and registrar in The City of New York.
We may at any time designate additional offices or agencies where the debt securities of any series may be presented or surrendered for any or all purposes listed above.
In the event of any redemption of debt securities of any series, we will not be required to:
| • | issue, register the transfer of or exchange debt securities of that series during a period beginning at the opening of business 15 days before any selection of debt securities of that series to be redeemed and ending at the close of business on the day of mailing or other delivery of the relevant notice of redemption; or |
| • | register the transfer of or exchange any debt security, or portion thereof, called for redemption, except the unredeemed portion of any debt security being redeemed in part. |
The TWDC Enterprises Guarantee
Unless otherwise indicated in an applicable prospectus supplement, the Guarantor will fully and unconditionally guarantee the full and punctual payment of the principal of, premium, if any, interest on, and all other amounts payable under the debt securities (such debt securities, the “guaranteed debt securities”) and all other obligations under the indenture, in each case, when the same becomes due and payable, whether at maturity or upon redemption, repayment at the option of the holders of the debt securities, upon acceleration or otherwise. If for any reason we do not make any required payment in respect of our guaranteed debt securities or other obligations
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under the indenture when due, the Guarantor will, on demand, pay the unpaid amount at the same place and in the same manner that applies to payments made by us under the indenture. The guarantee is of payment, performance and compliance, and not of collection.
Holders of our guaranteed debt securities are our direct creditors, as well as direct creditors of the Guarantor under the guarantee. The terms of the guarantee of any guaranteed debt securities will be described in the applicable prospectus supplement.
The Guarantor will be automatically and unconditionally released and discharged from its guarantee (i) upon notice by us to the trustee, at any time, that (x) the Guarantor is not a borrower, issuer or guarantor under certain material credit facilities or any debt securities (or substantially concurrently with the Guarantor’s release and discharge under such obligations) or (y) the aggregate principal amount of indebtedness for borrowed money (without duplication) issued or borrowed by all Measured Subsidiaries (as defined below) of The Walt Disney Company (collectively) (other than any indebtedness for borrowed money represented by a guarantee under the indenture or guarantees of third-party indebtedness) constitutes (or, as a result of any event or circumstance occurring or arising substantially concurrently therewith, will constitute) no more than 10.0% of the aggregate principal amount of indebtedness for borrowed money of The Walt Disney Company and its Measured Subsidiaries (other than any indebtedness for borrowed money represented by guarantees of third-party indebtedness), on a consolidated basis, as of such time, (ii) upon the sale, transfer or disposition (including by way of consolidation or merger) of all or substantially all of the equity interests or assets of the Guarantor to another person (other than to us or any of our other subsidiaries), (iii) upon the discharge of our obligations under the indenture in accordance with its terms or (iv) upon any covenant defeasance or legal defeasance with respect to the debt securities of the applicable series as described in “—Discharge and Defeasance” below.
“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 Guarantor and any other person whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Guarantor 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.
“Measured 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 Measured 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.”
“Shanghai Project Entity” means any subsidiary of the Guarantor and any other person whose equity securities or interests are owned, directly or indirectly, in whole or in part, by the Guarantor or any of its
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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, 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 Guarantor 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 Guarantor 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 Guarantor 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); and
(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 Guarantor referred to in clause (c) below; and
(c) each affiliate of the Guarantor 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 Guarantor 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.
Covenants
Unless otherwise indicated in an applicable prospectus supplement, the indenture does not include covenants limiting the amount of secured or unsecured indebtedness that may be incurred by us and our subsidiaries or otherwise restricting our ability to enter into a highly leveraged transaction, including a reorganization, restructuring, merger or similar transaction involving us or the Guarantor that may adversely affect the holders of the debt securities, if, in the case of a consolidation, merger or transfer or lease of our or the Guarantor’s assets substantially as an entirety, the applicable transaction complies with the provisions described below under “—Mergers and Sales of Assets.” In addition, unless otherwise specified in an applicable prospectus supplement, the indenture does not afford the holders of the debt securities the right to require us to repurchase or redeem the debt securities in the event of a highly leveraged transaction. See “—Mergers and Sales of Assets.”
Payment and Paying Agents
Unless otherwise indicated in an applicable prospectus supplement, payment of principal of, premium, if any, and interest, if any, on debt securities will be made at the office of the paying agent or paying agents designated
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by us from time to time, except that at our option, payment of principal and premium, if any, or interest also may be made by wire transfer to an account maintained by the payee. Unless otherwise indicated in an applicable prospectus supplement, payment of any installment of interest on debt securities will be made to the person in whose name the debt security is registered at the close of business on the regular record date for the interest payment, except as otherwise provided by the procedures of the depositary.
Unless otherwise indicated in an applicable prospectus supplement, the trustee will be designated as our sole paying agent. Any other paying agents designated by us for any series of debt securities will be named in an applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for that series.
All moneys paid by us to a paying agent for the payment of principal of and premium, if any, or interest, if any, on any debt security which remains unclaimed at the end of two years after that principal or interest shall have become due and payable will be repaid to us, and the holder of the debt security will thereafter look only to us for payment of those amounts.
Global Debt Securities
The debt securities of a series may be issued, in whole or in part, in global form. A debt security in global form will be deposited with, or on behalf of, a depositary, which will be identified in an applicable prospectus supplement. A global debt security may be issued in either temporary or permanent form. A debt security in global form may not be transferred except as a whole to the depositary for the debt security or to its nominee or successor of the depositary or a nominee of such successor. If any debt securities of a series are issuable in global form, the applicable prospectus supplement will describe the circumstances, if any, under which beneficial owners of interests in a global debt security may exchange their interests for definitive debt securities of that series of like tenor and principal amount in any authorized form and denomination, the manner of payment of principal of, premium, if any, and interest, if any, on the global debt securities and the specific terms of the depositary arrangement with respect to any global debt security.
Mergers and Sales of Assets
The Walt Disney Company
The indenture provides that we may not consolidate with or merge with or into any other person or convey, transfer or lease our properties and assets substantially as an entirety to another person, unless, among other things, (i) we are the continuing corporation, or the resulting, surviving or transferee person (if other than us) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and that person expressly assumes all of our obligations under the debt securities and the indenture, (ii) immediately after giving effect to the transaction, no event which is, or after notice or passage of time or both would be, an event of default under the indenture (any such event, a “default”) shall have occurred and be continuing under the indenture and (iii) we deliver to the trustee an officer’s certificate and an opinion of counsel to the effect that the consolidation, merger, conveyance, transfer or lease, as the case may be, complies with the indenture and that all conditions precedent provided in the indenture with respect to the transaction have been satisfied. Any such successor person formed by any such consolidation or into which we are merged or to which any such conveyance, transfer or lease is made shall succeed to, and be substituted for, us under the indenture and we will be discharged from all obligations under the indenture and the debt securities issued thereunder, except in the case of a lease of our properties and assets substantially as an entirety.
Guarantor
Subject to the guarantee release provisions therein, the indenture provides that the Guarantor may not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as
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an entirety to another person, unless, among other things, (i) it is the continuing person, it is merged or consolidated into us or another guarantor under the indenture or the resulting, surviving or transferee person (if other than us or the Guarantor) is organized and existing under the laws of the United States, any state thereof or the District of Columbia and that person expressly assumes all of the Guarantor’s obligations under the debt securities and the indenture and (ii) we deliver to the trustee an officer’s certificate and an opinion of counsel to the effect that the consolidation, merger, conveyance, transfer or lease, as the case may be, complies with the indenture and that all conditions precedent provided in the indenture with respect to the transaction have been satisfied. Any such successor person formed by any such consolidation or into which the Guarantor is merged or to which any such conveyance, transfer or lease is made shall succeed to, and be substituted for, the Guarantor under the indenture and the Guarantor will be discharged from all obligations under the indenture and the debt securities issued thereunder, except in the case of a lease of its properties and assets substantially as an entirety.
Events of Default
The indenture provides that if an event of default (other than an event of default described in clause (c) of the next paragraph) occurs and is continuing with respect to a series of debt securities, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount (or, if any of the debt securities of that series are original issue discount securities, that portion of the principal amount of the debt securities as may be specified by the terms thereof) of the debt securities of that series to be immediately due and payable. The indenture further provides that, if an event of default described in clause (c) of the next paragraph occurs and is continuing with respect to a series of debt securities, the principal amount (or, if any of the debt securities of that series are original issue discount securities, that portion of the principal amount of the debt securities as may be specified by the terms thereof) of the debt securities of that series shall become and be immediately due and payable, without any declaration or other act on the part of the trustee or the holders of any debt securities of that series. Under certain circumstances, the holders of a majority in aggregate principal amount of the outstanding debt securities of the series may rescind an acceleration of the debt securities of such series and its consequences.
Under the indenture, unless otherwise specified with respect to a series of debt securities in the applicable prospectus supplement, the following events will constitute an event of default with respect to a series of debt securities:
(a) default in (i) payment of any principal of or premium, if any, on any debt security of the series at its maturity or (ii) payment of any interest on any debt security of the series when due and payable, continuing for 30 days;
(b) failure by us to comply with our other agreements in the debt securities of the series or the indenture for the benefit of the holders of debt securities of that series upon the receipt by us of notice of the default given by the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series and our failure to cure the default within 60 days after receipt by us of the notice;
(c) specified events of bankruptcy or insolvency with respect to us or any guarantor that is a Significant Subsidiary;
(d) the guarantee of a Significant Subsidiary ceases to be in full force and effect (other than as specified above under “—The TWDC Enterprises Guarantee” or as otherwise provided under the terms of the indenture) or a guarantor denies its liability under the guarantee; and
(e) any other event of default applicable to the series of debt securities and set forth in the applicable prospectus supplement.
“Significant Subsidiary” means, at any time, any of our subsidiaries which would be a “Significant Subsidiary” at such time, as such term is defined in Regulation S-X promulgated by the Securities and Exchange Commission, as in effect on the date of the indenture.
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The trustee will give notice to holders of the debt securities of any continuing default known to the trustee within 90 days after the occurrence of the default. However, the trustee may withhold notice of any default, other than a payment default, if it determines in good faith that withholding the notice is in the interests of the holders.
The holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series, provided that the trustee may refuse to follow any direction that conflicts with any law or the indenture or that the trustee determines in good faith is unduly prejudicial to the rights of other holders or would involve the trustee in personal liability and subject to other limitations provided for in the indenture. Before proceeding to exercise any right or power under the indenture at the direction of holders, the trustee will be entitled to receive from the holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in complying with the direction. With respect to each series of debt securities, no holder will have any right to pursue any remedy with respect to the indenture or the debt securities of that series, unless:
(a) the holder has previously given the trustee written notice of a continuing event of default with respect to the debt securities of that series;
(b) the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series have made a written request to the trustee to pursue the remedy;
(c) the holder or holders have offered to the trustee reasonable security or indemnity satisfactory to the trustee;
(d) the holders of a majority in aggregate principal amount of the outstanding debt securities of the series have not given the trustee a direction inconsistent with the request within 60 days after receipt of the request; and
(e) the trustee has failed to comply with the request within the 60-day period.
Notwithstanding the foregoing, the right of any holder of any debt security to receive payment of the principal of, premium, if any, and interest in respect of such debt security on the date or dates specified for payment in the debt security (or, in the case of redemption, on the applicable redemption date), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or adversely affected without the holder’s consent. The holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series may waive an existing default with respect to that series and its consequences, other than (i) an event of default in the payment of any principal of, or premium, if any, or interest on, any debt security of the series when due, or (ii) a default in respect of the covenants or provisions in the indenture which may not be modified without the consent of the holder of each outstanding debt security of the series affected as described in “—Modification and Waiver” below.
The indenture provides for us to deliver to the trustee within 120 days after the end of each of our fiscal years an officer’s certificate stating whether or not the signers know of any default that occurred during the last fiscal year.
Modification and Waiver
The indenture permits us, the Guarantor and the trustee to execute a supplemental indenture without the consent of the holders of the debt securities issued under the indenture:
| • | to evidence the succession of another organization to us and the assumption by it of our obligations under the indenture and the debt securities; |
| • | to evidence the succession of another organization to the Guarantor and the assumption by it of the Guarantor’s obligations under the indenture; |
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| • | to add to our or the Guarantor’s covenants, agreements and obligations for the benefit of the holders of all the debt securities or any series thereof, or to surrender any right or power conferred in the indenture upon us; |
| • | to establish the form or terms of debt securities of any series as permitted by the indenture; |
| • | to provide for the acceptance of appointment under the indenture of a successor trustee with respect to the debt securities of one or more series and to add to or change any provisions of that indenture as shall be necessary to provide for or facilitate the administration of the trusts by more than one trustee; |
| • | to cure any ambiguity, defect or inconsistency; |
| • | to add to, change or eliminate any provisions (which addition, change or elimination may apply to one or more series of debt securities), provided that the addition, change or elimination neither (a) applies to any debt security of any series that was created prior to the execution of the supplemental indenture and is entitled to the benefit of that provision nor (b) modifies the rights of the holder of any such debt security with respect to that provision; |
| • | to change or eliminate any provisions as is necessary or desirable in accordance with any amendments to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); |
| • | to reflect the release of the Guarantor in accordance with the provisions described in “—The TWDC Enterprises Guarantee” above; |
| • | to add guarantors with respect to the debt securities of one or more series or to secure the debt securities (and to reflect the release of any such additional guarantees or security in accordance with the terms of the indenture); or |
| • | to make any other change that does not adversely affect the rights of any holder of the debt securities issued under the indenture in any material respect. |
The indenture also permits us, the Guarantor and the trustee, with the consent of (i) the holders of not less than a majority in principal amount of the outstanding debt securities issued under the indenture voting as a single class or (ii) in case less than all of the series of outstanding debt securities issued under the indenture 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 issued under the indenture so affected by such supplemental indenture 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 debt securities), to execute a supplemental indenture to add provisions to, or change in any manner or eliminate any provisions of, the indenture with respect to the applicable series of debt securities or modify in any manner the rights of the holders of the debt securities of the applicable series under the indenture, and the holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series under the indenture may, by written consent, waive compliance by us or the Guarantor with any provision of the indenture (but solely insofar as such provision relates to the debt securities of such series) or any provision of the debt securities of such series; provided, however, that no such supplemental indenture or waiver shall, without the written consent of the holder of each outstanding debt security under the indenture affected thereby:
| • | change the stated maturity of the principal of, or any installment of principal or interest on, any such debt security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof; |
| • | reduce the amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of maturity thereof; |
| • | change the place or currency of payment of principal and premium, if any, or interest, if any, on any such debt security; |
| • | impair the right to institute suit for the enforcement of any such payment on any such debt security on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date); |
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| • | reduce the percentage in principal amount of outstanding debt securities of any series necessary to modify or amend the indenture or to waive compliance with certain provisions thereof or certain defaults thereunder with respect to the debt securities of such series; or |
| • | modify any of the provisions of the indenture described in this paragraph except to increase the percentage of outstanding debt securities of such series required for such actions or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security affected thereby. |
Discharge and Defeasance
Unless otherwise indicated in an applicable prospectus supplement, the indenture provides that we may satisfy and discharge our obligations thereunder (subject to limited exceptions) with respect to the debt securities of any series issued thereunder by delivering to the trustee for cancellation all outstanding debt securities of such series or depositing with the trustee, after the outstanding debt securities of such series have become due and payable, or will become due and payable within one year or will be called for redemption within one year, cash sufficient to pay to the date of deposit (in the case of debt securities of such series which have become due and payable) or to the stated maturity or redemption date, as the case may be, all of the outstanding debt securities of the series and all other sums payable under the indenture with respect to the series.
In addition, unless otherwise indicated in an applicable prospectus supplement, the indenture provides that we may:
(a) be discharged from our obligations (subject to exceptions) in respect of the debt securities of a series (“defeasance and discharge”); or
(b) cease to comply with specified covenants insofar as they relate to the debt securities of a series (“covenant defeasance”), including those described under “—Mergers and Sales of Assets”;
and the omission will not be an event of default with respect to the debt securities of that series, in each case at any time prior to the stated maturity or redemption thereof, if we irrevocably deposit with the trustee, in trust:
(i) sufficient funds in the currency or currency unit in which the debt securities of that series are denominated to pay the principal of, premium, if any, and interest to stated maturity or redemption on, the debt securities of that series; or
(ii) that amount of direct obligations of, or obligations the principal of and interest on which are fully guaranteed by, the government which issued the currency in which the debt securities are denominated, and which are not subject to prepayment, redemption or call, as will, together with the predetermined and certain income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay when due the principal of, premium, if any, and interest to stated maturity or redemption on, the debt securities of that series.
The defeasance and discharge and covenant defeasance described above are effective only if, among other things, we deliver an opinion of counsel to the effect that (i) we have met all of the conditions precedent to the defeasance and the holders of the debt securities of the series will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance, and will be subject to tax in the same manner as if no defeasance had occurred and (ii) in the case of defeasance and discharge, the opinion as to tax consequences is based upon an Internal Revenue Service ruling or a change in applicable United States federal income tax law; provided, however, that the opinion of counsel required by clause (i) above will not need to be delivered if all debt securities of the applicable series not theretofore delivered to the trustee for cancellation have become due and payable or will become due and payable at the maturity date of such debt securities within one year under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in our name and at our expense.
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Upon the defeasance and discharge, the holders of the debt securities of the series will no longer be entitled to the benefits of the indenture, subject to certain exceptions (including for the purposes of registration of transfer and exchange of the debt securities of the series and replacement of lost, stolen or mutilated debt securities), and should look to the deposited funds or obligations for payment. In the case of covenant defeasance of the debt securities of any series, we and any guarantors will no longer be required to comply, solely insofar as relates to the debt securities of that series, with the covenants as to which covenant defeasance has occurred and a failure to comply with those covenants shall thereafter not constitute a default or event of default with respect of the debt securities of that series.
The Trustee under the Indenture
The trustee under the indenture, and/or one or more of its respective affiliates, may be lenders under our credit agreements, if any, and may provide other commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates. The trustee will be permitted to engage in other transactions with us and/or our subsidiaries and affiliates. However, if the trustee acquires any conflicting interest, as defined in the Trust Indenture Act, it must eliminate the conflict or resign.
Except during the continuance of an event of default, the trustee need perform only those duties that are specifically set forth in the indenture and no others. In case an event of default occurs and is continuing, the trustee is required to exercise the rights and powers vested in it by the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of its own affairs.
The initial trustee under the indenture dated as of March 20, 2019 is Citibank, N.A.
Applicable Law
The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York.
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DESCRIPTION OF PREFERRED STOCK OF THE WALT DISNEY COMPANY
In this “Description of Preferred Stock of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “preferred stock” refer only to preferred stock issued by The Walt Disney Company and not to any preferred stock issued by any subsidiary, including TWDC Enterprises.
We may issue, from time to time, shares of one or more series or classes of our preferred stock. The following description sets forth certain general terms and provisions of the preferred stock to which any prospectus supplement may relate. The particular terms of any series of preferred stock and the extent, if any, to which these general provisions may apply to the series of preferred stock offered will be described in the prospectus supplement relating to that preferred stock. The following summary of provisions of the preferred stock does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of our charter, bylaws and the certificate of designation relating to a specific series of the preferred stock, which will be in the form filed as an exhibit to, or incorporated by reference in, the registration statement of which this prospectus is a part at or prior to the time of issuance of that series of preferred stock. You should read our charter, bylaws and the relevant certificate of designation.
General
Under our charter, we have the authority to issue 100,000,000 shares of preferred stock. Our Board of Directors is authorized to issue shares of preferred stock, in one or more series or classes, and to fix for each series voting powers and those preferences and relative, participating, optional or other special rights and those qualifications, limitations or restrictions as are permitted by the Delaware General Corporation Law (the “DGCL”).
Our Board of Directors is authorized to determine the terms for each series of preferred stock, and the prospectus supplement will describe the terms of any series of preferred stock being offered, including:
| • | the designation of the shares and the number of shares that constitute the series; |
| • | the dividend rate (or the method of calculation thereof), if any, on the shares of the series and the priority as to payment of dividends with respect to other classes or series of our capital stock; |
| • | the dividend periods (or the method of calculation thereof); |
| • | the voting rights of the shares; |
| • | the liquidation preference and the priority as to payment of the liquidation preference with respect to other classes or series of our capital stock and any other rights of the shares of the series upon our liquidation or winding up; |
| • | whether and on what terms the shares of the series will be subject to redemption or repurchase at our option; |
| • | whether and on what terms the shares of the series will be convertible into or exchangeable for other securities; |
| • | whether depositary shares representing shares of the series of preferred stock will be offered and, if so, the fraction of a share of the series of preferred stock represented by each depositary share (see “Description of Depositary Shares of The Walt Disney Company” below); |
| • | whether the shares of the series of preferred stock will be listed on a securities exchange; |
| • | any special United States federal income tax considerations applicable to the series; and |
| • | the other rights and privileges and any qualifications, limitations or restrictions of the rights or privileges of the series. |
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Dividends
Holders of shares of preferred stock shall be entitled to receive, when and as declared by our Board of Directors out of our funds legally available therefor, a cash dividend payable at the dates and at the rates, if any, per share as set forth in the applicable prospectus supplement.
Unless otherwise set forth in the applicable prospectus supplement, each series of preferred stock will rank junior as to dividends to any preferred stock that may be issued in the future that is expressly senior as to dividends to that preferred stock. If we should fail at any time to pay accrued dividends on any senior shares at the time the dividends are payable, we may not pay any dividend on the junior preferred stock or redeem or otherwise repurchase shares of junior preferred stock until the accumulated but unpaid dividends on the senior shares have been paid or set aside for payment in full by us.
Unless otherwise set forth in the applicable prospectus supplement, no dividends (other than in common stock or other capital stock ranking junior to the preferred stock of any series as to dividends and upon liquidation) may be declared or paid or set aside for payment, nor may any other distribution be declared or made upon the common stock, or any of our other capital stock ranking junior to or on a parity with the preferred stock of that series as to dividends, nor may any common stock or any of our other capital stock ranking junior to or on a parity with the preferred stock of that series as to dividends be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any of that stock) by us (except by conversion into or exchange for other capital stock of ours ranking junior to the preferred stock of that series as to dividends) unless (i) if that series of preferred stock has a cumulative dividend, full cumulative dividends on the preferred stock of that series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for all past dividend periods and the then current dividend period and (ii) if such series of preferred stock does not have a cumulative dividend, full dividends on the preferred stock of such series have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for the then current dividend period. However, any monies deposited in any sinking fund with respect to any preferred stock in compliance with the provisions of the sinking fund may be applied to the purchase or redemption of that preferred stock in accordance with the terms of the sinking fund, regardless of whether at the time of the application full dividends, including cumulative dividends, upon shares of the preferred stock outstanding on the last dividend payment date have been paid or declared and set apart for payment. In addition, any junior or parity preferred stock or common stock may be converted into or exchanged for our stock ranking junior to the preferred stock as to dividends.
The amount of dividends payable for the initial dividend period or any period shorter than a full dividend period shall be computed on the basis of a 360-day year of twelve 30-day months, unless otherwise set forth in the applicable prospectus supplement. Accrued but unpaid dividends will not bear interest, unless otherwise set forth in the applicable prospectus supplement.
Convertibility
No series of preferred stock will be convertible into, or exchangeable for, other securities or property except as set forth in the applicable prospectus supplement.
Redemption and Sinking Fund
No series of preferred stock will be redeemable or receive the benefit of a sinking fund except as set forth in the applicable prospectus supplement.
Liquidation Rights
Unless otherwise set forth in the applicable prospectus supplement, in the event of our liquidation, dissolution or winding up, the holders of shares of each series of preferred stock are entitled to receive out of our assets
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available for distribution to stockholders, before any distribution of assets is made to holders of (i) any other shares of preferred stock ranking junior to that series of preferred stock as to rights upon liquidation, dissolution or winding up and (ii) shares of common stock, liquidating distributions per share in the amount of the liquidation preference specified in the applicable prospectus supplement for that series of preferred stock plus any dividends accrued and accumulated but unpaid to the date of final distribution; but the holders of each series of preferred stock will not be entitled to receive the liquidating distribution of, plus such dividends on, those shares until the liquidation preference of any shares of our capital stock ranking senior to that series of the preferred stock as to the rights upon liquidation, dissolution or winding up shall have been paid (or a sum set aside therefor sufficient to provide for payment) in full. If upon our liquidation, dissolution or winding up, the amounts payable with respect to the preferred stock, and any other preferred stock ranking as to any distribution on a parity with the preferred stock are not paid in full, then the holders of the preferred stock and the other parity preferred stock will share ratably in any distribution of assets in proportion to the full respective preferential amount to which they are entitled. Unless otherwise specified in a prospectus supplement for a series of preferred stock, after payment of the full amount of the liquidating distribution to which they are entitled, the holders of shares of preferred stock will not be entitled to any further participation in any distribution of our assets. Neither a consolidation or merger of us with another corporation nor a sale of securities shall be considered a liquidation, dissolution or winding up of us.
Voting Rights
The holders of each series or class of preferred stock we may issue will have no voting rights, except as required by law and as described below or in the applicable prospectus supplement. Our Board of Directors may, upon issuance of a series or class of preferred stock, grant voting rights to the holders of that series or class to elect additional board members if we fail to pay dividends in a timely fashion.
Without the affirmative vote of a majority of the shares of any class of preferred stock then outstanding, we may not:
| • | increase or decrease the aggregate number of authorized shares of that class; |
| • | increase or decrease the par value of the shares of that class; or |
| • | alter or change the powers, preferences or special rights of the shares of that class so as to affect them adversely. |
If the amendment would adversely alter or change the powers, preferences or special rights of one or more series of a class of preferred stock, but not the entire class, then only the shares of the affected series will have the right to vote on the amendment.
Miscellaneous
The holders of our preferred stock will have no preemptive rights. All shares of preferred stock being offered by the applicable prospectus supplement will be fully paid and not liable to further calls or assessment by us. If we should redeem or otherwise reacquire shares of our preferred stock, then these shares will resume the status of authorized and unissued shares of preferred stock undesignated as to series, and will be available for subsequent issuance. There are no restrictions on repurchase or redemption of the preferred stock while there is any arrearage on sinking fund installments except as may be set forth in an applicable prospectus supplement. Payment of dividends on any series of preferred stock may be restricted by loan agreements, indentures and other transactions entered into by us. Any material contractual restrictions on dividend payments will be described or incorporated by reference in the applicable prospectus supplement.
When we offer to sell a series of preferred stock, we will describe the specific terms of the series in the applicable prospectus supplement. If any particular terms of a series of preferred stock described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will be deemed to supersede the terms described in this prospectus.
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No Other Rights
The shares of a series of preferred stock will not have any preferences, voting powers or relative, participating, optional or other special rights except as set forth above or in the applicable prospectus supplement, our charter or the applicable certificate of designation or as otherwise required by law.
Transfer Agent and Registrar
The transfer agent and registrar for each series of preferred stock will be designated in the applicable prospectus supplement.
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DESCRIPTION OF DEPOSITARY SHARES OF THE WALT DISNEY COMPANY
In this “Description of Depositary Shares of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “depositary shares” refer only to depositary share receipts issued by The Walt Disney Company and not to any depositary share receipts issued by any subsidiary, including TWDC Enterprises.
General
We may, at our option, elect to offer fractional shares rather than full shares of the preferred stock of a series. In the event that we exercise this option, we will issue receipts for depositary shares, each of which will represent a fraction (to be set forth in the prospectus supplement relating to a particular series of preferred stock) of a share of a particular series of preferred stock as described below.
The shares of any series of preferred stock represented by depositary shares will be deposited under one or more deposit agreements among us, a depositary to be named in the applicable prospectus supplement, and the holders from time to time of depositary receipts issued thereunder.
Subject to the terms of the applicable deposit agreement, each holder of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented thereby (including, as applicable, dividend, voting, redemption, subscription and liquidation rights).
The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of the related series of preferred stock.
The following description sets forth certain general terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which such general provisions may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the depositary shares or the deposit agreement described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. The forms of deposit agreement and depositary receipt have been or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part or the documents incorporated or deemed to be incorporated by reference in this prospectus.
The following summary of certain provisions of the depositary shares and deposit agreement does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, all the provisions of the deposit agreement and the applicable prospectus supplement, including the definitions therein of certain terms.
Immediately following our issuance of shares of a series of preferred stock that will be offered as fractional shares, we will deposit the shares with the depositary, which will then issue and deliver the depositary receipts to the purchasers thereof. Depositary receipts will only be issued evidencing whole depositary shares. A depositary receipt may evidence any number of whole depositary shares.
Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and such temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.
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Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received in respect of the related series of preferred stock to the record holders of depositary shares relating to the series of preferred stock in proportion to the number of the depositary shares owned by the holders.
In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto in proportion to the number of depositary shares owned by the holders, unless the depositary determines that the distribution cannot be made proportionately among the holders or that it is not feasible to make the distributions, in which case the depositary may, with our approval, adopt any method as it deems equitable and practicable for the purpose of effecting the distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at the place or places and upon those terms as it may deem proper.
The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges.
Redemption of Depositary Shares
If any series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from any redemption, in whole or in part, of the series of the preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the series of the preferred stock. If we redeem shares of a series of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or substantially equivalent method determined by the depositary.
After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the moneys payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon such redemption, upon surrender to the depositary of the depositary receipts evidencing the depositary shares. Any funds deposited by us with the depositary for any depositary shares that the holders thereof fail to redeem will be returned to us after a period of two years from the date the funds are so deposited.
Voting the Underlying Preferred Stock
Upon receipt of notice of any meeting at which the holders of any series of the preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary shares relating to the series of preferred stock. Each record holder of the depositary shares on the record date (which will be the same date as the record date for the related series of preferred stock) will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the number of shares of the series of preferred stock represented by that holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote or cause to be voted the number of shares of preferred stock represented by the depositary shares in accordance with the instructions, provided the depositary receives the instructions sufficiently in advance of the meeting to enable it to so vote or cause to be voted the shares of preferred stock, and we will agree to take all reasonable action that may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing the preferred stock.
Withdrawal of Stock
Upon surrender of the depositary receipts at the corporate trust office of the depositary and upon payment of the taxes, charges and fees provided for in the deposit agreement and subject to the terms thereof, the holder of the
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depositary shares evidenced thereby is entitled to delivery at such office, to or upon his or her order, of the number of whole shares of the related series of preferred stock and any money or other property, if any, represented by the depositary shares. We will not issue any partial shares of preferred stock. Holders of depositary shares will be entitled to receive whole shares of the related series of preferred stock, but holders of the whole shares of preferred stock will not thereafter be entitled to deposit the shares of preferred stock with the depositary or to receive depositary shares therefor. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of the related series of preferred stock to be withdrawn, the depositary will deliver to the holder or upon his or her order at the same time a new depositary receipt evidencing the excess number of depositary shares.
Conversion or Exchange of Preferred Stock
If the deposited preferred stock is convertible into or exchangeable for other securities, the following will apply. The depositary shares, as such, will not be convertible into or exchangeable for such other securities. Rather, any holder of the depositary shares may surrender the related depositary receipts, together with any amounts payable by the holder in connection with the conversion or the exchange, to the depositary with written instructions to cause conversion or exchange of the preferred stock represented by the depositary shares into or for such other securities. If only some of the depositary shares are to be converted or exchanged, a new depositary receipt or receipts will be issued for any depositary shares not to be converted or exchanged.
Amendment and Termination of a Deposit Agreement
The form of depositary receipt evidencing the depositary shares of any series and any provision of the applicable deposit agreement may at any time and from time to time be amended by agreement between us and the depositary. However, any amendment that materially adversely alters the rights of the holders of depositary shares of any series will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares of the series then outstanding. Every holder of a depositary receipt at the time the amendment becomes effective will be deemed, by continuing to hold the depositary receipt, to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, in no event may any amendment impair the right of any holder of any depositary shares, upon surrender of the depositary receipts evidencing the depositary shares and subject to any conditions specified in the deposit agreement, to receive shares of the related series of preferred stock and any money or other property represented thereby, except in order to comply with mandatory provisions of applicable law. The deposit agreement may be terminated by us at any time upon not less than 60 days’ prior written notice to the depositary, in which case, on a date that is not later than 30 days after the date of the notice, the depositary shall deliver or make available for delivery to holders of depositary shares, upon surrender of the depositary receipts evidencing the depositary shares, the number of whole or fractional shares of the related series of preferred stock as are represented by the depositary shares. The deposit agreement shall automatically terminate after all outstanding depositary shares have been redeemed or there has been a final distribution in respect of the related series of preferred stock in connection with any liquidation, dissolution or winding up of us and the distribution has been distributed to the holders of depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and the governmental charges arising solely from the existence of the depositary arrangements. We will pay the charges of the depositary, including charges in connection with the initial deposit of the related series of preferred stock and the initial issuance of the depositary shares and all withdrawals of shares of the related series of preferred stock, except that holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges as are expressly provided in the deposit agreement to be for their accounts.
Limitations on Liability
Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and
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those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or underlying stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting underlying stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
In the event the depositary receives conflicting claims, requests or instructions from any holders of depositary shares, on the one hand, and us, on the other, the depositary will act on our claims, requests or instructions.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us written notice of its election to do so, and we may at any time remove the depositary. Any resignation or removal is to take effect upon the appointment of a successor depositary, which successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
Miscellaneous
The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary and which we are required to furnish to the holders of the related preferred stock.
The depositary’s corporate trust office will be identified in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, the depositary will act as transfer agent and registrar for depositary receipts and if shares of a series of preferred stock are redeemable, the depositary will also act as redemption agent for the corresponding depositary receipts.
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DESCRIPTION OF COMMON STOCK OF THE WALT DISNEY COMPANY
In this “Description of Common Stock of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” the “Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “common stock” refer only to common stock issued by The Walt Disney Company and not to any common stock issued by any subsidiary, including TWDC Enterprises.
We may issue, from time to time, shares of our common stock, the general terms and provisions of which are summarized below. This summary does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our charter, bylaws and the applicable prospectus supplement.
Authorized Shares
Under our charter, we have the authority to issue 4,600,000,000 shares of common stock.
Dividends
Subject to any preferential rights of any series of preferred stock, holders of shares of common stock will be entitled to receive dividends on the stock out of assets legally available for distribution when, as and if authorized and declared by our Board of Directors. The payment of dividends on the common stock will be a business decision to be made by our Board of Directors from time to time based upon results of our operations and our financial condition and any other factors as our Board of Directors considers relevant. Payment of dividends on the common stock may be restricted by loan agreements, indentures and other transactions entered into by us from time to time. Any material contractual restrictions on dividend payments will be described in the applicable prospectus supplement.
Voting Rights
Holders of common stock are entitled to one vote per share on all matters voted on generally by the stockholders, including the election of directors, and, except as otherwise required by law or except as provided with respect to any series of preferred stock, the holders of common stock possess all voting power. Our charter does not provide for cumulative voting for the election of directors. As a result, under the DGCL, the holders of more than one-half of the outstanding shares of common stock generally will be able to elect all the directors of The Walt Disney Company then standing for election and holders of the remaining shares will not be able to elect any director. Directors are elected by a majority of votes cast at the annual meeting of stockholders, unless the election is contested, in which case directors are elected by a plurality of votes cast. A majority of votes cast means that the number of shares voted “for” a director exceeds the number of votes cast “against” that director.
If an incumbent director in an uncontested election does not receive a majority of votes cast for his or her election, the director is required to submit a letter of resignation to the Board of Directors for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board of Directors the action to be taken with respect to the tendered resignation. The Board of Directors is required to determine whether to accept or reject the resignation, or what other action should be taken, within ninety (90) days of the date of the certification of election results.
Liquidation Rights
Subject to any preferential rights of any series of preferred stock, holders of shares of common stock are entitled to share ratably in our assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up.
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Absence of Other Rights
Holders of common stock have no preferential, preemptive, conversion or exchange rights.
Miscellaneous
All shares of common stock being offered by the applicable prospectus supplement will be fully paid and not liable to further calls or assessment by us.
Transfer Agent and Registrar
Computershare Trust Company, N.A. is the principal transfer agent and registrar for the common stock.
Certain Anti-takeover Effects
General. Certain provisions of our charter and the DGCL could make it more difficult to consummate an acquisition of control of us by means of a tender offer, a proxy fight, open market purchases or otherwise in a transaction not approved by our Board of Directors. The provisions described below may reduce our vulnerability to an unsolicited proposal for the restructuring or sale of all or substantially all of our assets or an unsolicited takeover attempt which is unfair to our stockholders. The summary of the provisions set forth below does not purport to be complete and is qualified in its entirety by reference to our charter, our bylaws and the DGCL.
Our bylaws permit adoption of a stockholder rights plan, rights agreement or any other form of distribution to stockholders which is designed to or has the effect of making an acquisition of large holdings of our shares of common stock more difficult or expensive if, but only if, approved by a majority of the Board of Directors including a majority of independent directors. The bylaw requires that any such plan terminate within one year following the date of adoption unless the plan has been ratified by stockholders or extended by further votes of the Board of Directors.
Business Combinations. Section 203 of the DGCL restricts a wide range of transactions (“business combinations”) between a corporation and an interested stockholder. An “interested stockholder” is, generally, any person who beneficially owns, directly or indirectly, 15% or more of the corporation’s outstanding voting stock. Business combinations are broadly defined to include (i) mergers or consolidations with, (ii) sales or other dispositions of more than 10% of the corporation’s assets to, (iii) certain transactions resulting in the issuance or transfer of any stock of the corporation or any subsidiary to, (iv) certain transactions resulting in an increase in the proportionate share of stock of the corporation or any subsidiary owned by or (v) receipt of the benefit (other than proportionately as a stockholder) of any loans, advances or other financial benefits by, an interested stockholder. Section 203 provides that an interested stockholder may not engage in a business combination with the corporation for a period of three years from the time of becoming an interested stockholder unless (a) the Board of Directors approved either the business combination or the transaction which resulted in the person becoming an interested stockholder prior to the time that person became an interested stockholder; (b) upon consummation of the transaction which resulted in the person becoming an interested stockholder, that person owned at least 85% of the corporation’s voting stock (excluding, for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, shares owned by persons who are directors and also officers and shares owned by certain employee stock plans); or (c) the business combination is approved by the Board of Directors and authorized by the affirmative vote of at least 662/3% of the outstanding voting stock not owned by the interested stockholder. The restrictions on business combinations with interested stockholders contained in Section 203 of the DGCL do not apply to a corporation whose certificate of incorporation or bylaws contains a provision expressly electing not to be governed by the statute; however, neither our charter nor our bylaws contains a provision electing to “opt-out” of Section 203.
Advance Notice Requirements. Stockholders wishing to nominate persons for election to our Board of Directors at an annual meeting or to propose any business to be considered by our stockholders at an annual meeting must
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comply with certain advance notice and other requirements set forth in our bylaws. Likewise, if our Board of Directors has determined that directors shall be elected at a special meeting of stockholders, stockholders wishing to nominate persons for election to our Board of Directors at such special meeting must comply with certain advance notice and other requirements set forth in our bylaws.
Proxy Access. Our bylaws permit a qualified stockholder or group of stockholders to include up to a specified number of director nominees in our proxy materials for an annual meeting of stockholders. To qualify, the stockholders (or group of up to twenty stockholders) must have continuously owned for at least three years 3% or more of the total voting power of our outstanding shares of capital stock entitled to vote in the election of directors. The maximum number of stockholder nominees permitted under the proxy access provisions of our bylaws is generally the greater of (x) two or (y) 20% of the total number of our directors in office as of the last day on which notice of a nomination may be delivered or, if such amount is not a whole number, the closest whole number below 20%.
Notice of a nomination under our proxy access bylaw provisions must generally be submitted to our secretary at our principal executive offices no earlier than the close of business on the one hundred fiftieth day and no later than the close of business on the one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting. The notice must contain certain information specified in our bylaws.
Special Meetings. Pursuant to the DGCL, a special meeting of stockholders may be called by the Board of Directors or by any other person authorized to do so in the charter or the bylaws. Our charter provides that special meetings of stockholders may only be called by our Board of Directors, the Chairman of our Board of Directors, the Chief Executive Officer or, solely to the extent required by our bylaws, by the Secretary of the Company at the written request in proper form of one or more stockholders who have continuously held as stockholders of record “Net Long Shares” (as defined in the bylaws) representing in the aggregate at least twenty-five percent (25%) of the outstanding shares of our common stock for at least one year prior to the date such request is delivered to the Secretary.
Board Vacancies. Any vacancy on the Board of Directors, howsoever resulting, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy shall hold office after the annual meeting at which his or her term is scheduled to end until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, disqualification or removal from office.
Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance under our charter could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.
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DESCRIPTION OF WARRANTS OF THE WALT DISNEY COMPANY
In this “Description of Warrants of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “warrants” refer only to warrants issued by The Walt Disney Company and not to any warrants issued by any subsidiary, including TWDC Enterprises.
We may issue, either separately or together with other securities, warrants for the purchase of any of the other types of securities that we may sell under this prospectus (excluding the guarantees).
The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all to be set forth in the applicable prospectus supplement relating to any or all warrants in respect of which this prospectus is being delivered. Copies of the form of agreement for each warrant, which we refer to collectively as “warrant agreements,” including the forms of certificates representing the warrants, which we refer to collectively as “warrant certificates” and reflecting the provisions to be included in such agreements that will be entered into with respect to the particular offerings of each type of warrant, have been or will be filed as exhibits to the registration statement of which this prospectus forms a part or as exhibits to documents which have been or will be incorporated by reference in this prospectus.
The following description sets forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. The particular terms of the warrants to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the warrants so offered will be described in the applicable prospectus supplement. The following summary of certain provisions of the warrants, warrant agreements and warrant certificates does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, all the provisions of the warrant agreements and warrant certificates, including the definitions therein of certain terms.
General
The prospectus supplement shall set forth the terms of the warrants in respect of which this prospectus is being delivered as well as the related warrant agreement and warrant certificates, including the following, where applicable:
| • | the principal amount of, or the number of securities, as the case may be, purchasable upon exercise of each warrant and the initial price at which the principal amount or number of securities, as the case may be, may be purchased upon such exercise; |
| • | the designation and terms of the securities, if other than common stock, purchasable upon exercise thereof and of any securities, if other than common stock, with which the warrants are issued; |
| • | the procedures and conditions relating to the exercise of the warrants; |
| • | the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately transferable; |
| • | the offering price of the warrants, if any; |
| • | the currency or currencies in which such warrants are exercisable; |
| • | the date on which the right to exercise the warrants will commence and the date on which that right will expire; |
| • | a discussion of any material United States federal income tax considerations applicable to the exercise of the warrants; |
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| • | whether the warrants represented by the warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; |
| • | call provisions of the warrants, if any; |
| • | antidilution provisions of the warrants, if any; and |
| • | any other material terms of the warrants. |
Exercise of Warrants
Each warrant will entitle the holder to purchase for cash that principal amount of or number of securities, as the case may be, at the exercise price set forth in, or to be determined as set forth in, the applicable prospectus supplement relating to the warrants. Unless otherwise specified in the applicable prospectus supplement, warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement at any time up to 5:00 p.m. New York City time on the expiration date set forth in the applicable prospectus supplement. After 5:00 p.m. New York City time on the expiration date, unexercised warrants will become void. Upon receipt of payment and the warrant certificate properly completed and duly executed, we will, as soon as practicable, issue the securities purchasable upon exercise of the warrant. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of warrants.
No Rights of Security Holder Prior to Exercise
Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will not be entitled to:
| • | in the case of warrants to purchase debt securities, payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise; or |
| • | in the case of warrants to purchase equity securities, the right to vote or to receive dividend payments or similar distributions on the securities purchasable upon exercise. |
Exchange of Warrant Certificates
Warrant certificates will be exchangeable for new warrant certificates of different denominations at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.
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DESCRIPTION OF PURCHASE CONTRACTS OF THE WALT DISNEY COMPANY
In this “Description of Purchase Contracts of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “purchase contracts” refer only to purchase contracts issued by The Walt Disney Company and not to any purchase contracts issued by any subsidiary, including TWDC Enterprises.
We may issue, from time to time, purchase contracts, including contracts obligating holders to purchase from us and us to sell to the holders, a specified principal amount of debt securities or a specified number of shares of common stock or preferred stock or any of the other securities that we may sell under this prospectus (excluding the guarantees) at a future date or dates. The consideration payable upon settlement of the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined by a specific reference to a formula set forth in the purchase contracts. The purchase contracts may be issued separately or as part of units consisting of a purchase contract and other securities or obligations issued by us or third parties, including United States treasury securities, securing the holders’ obligations to purchase the relevant securities under the purchase contracts. The purchase contracts may require us to make periodic payments to the holders of the purchase contracts or units or vice versa, and the payments may be unsecured or prefunded on some basis. The purchase contracts may require holders to secure their obligations under the purchase contracts.
The prospectus supplement will describe, among other things, the material terms of any purchase contracts and of the securities being sold pursuant to such purchase contracts, a discussion, if appropriate, of any special United States federal income tax considerations applicable to the purchase contracts and any material provisions governing the purchase contracts that differ from those described above. The description in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the purchase contracts, and, if applicable, collateral arrangements and depositary arrangements, relating to the purchase contracts.
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DESCRIPTION OF UNITS OF THE WALT DISNEY COMPANY
In this “Description of Units of The Walt Disney Company” section, when we refer to “The Walt Disney Company,” “we,” “us” or “our” or when we otherwise refer to ourselves, we mean The Walt Disney Company, excluding, unless otherwise expressly stated or the context requires, our subsidiaries (including TWDC Enterprises); all references to “units” refer only to units issued by The Walt Disney Company and not to any units issued by any subsidiary, including TWDC Enterprises.
We may, from time to time, issue units comprised of one or more of the other securities that we may offer under this prospectus (excluding the guarantees), in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time, or at any time before a specified date.
Any applicable prospectus supplement will describe, among other things:
| • | the material terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
| • | any material provisions relating to the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; |
| • | if appropriate, any special United States federal income tax considerations applicable to the units; and |
| • | any material provisions of the governing unit agreement that differ from those described above. |
The terms and conditions described under “Description of Debt Securities of The Walt Disney Company,” “Description of Preferred Stock of The Walt Disney Company,” “Description of Depositary Shares of The Walt Disney Company,” “Description of Common Stock of The Walt Disney Company,” “Description of Warrants of The Walt Disney Company” and “Description of Purchase Contracts of The Walt Disney Company” will apply to any debt securities, preferred stock, depositary shares, common stock, warrants or purchase contracts, as applicable, included in each unit, unless otherwise specified in the applicable prospectus supplement.
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We may sell the securities to one or more underwriters for public offering and sale by them or may sell the securities to investors through agents or dealers. Any underwriter, dealer or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement.
Securities offered hereby may also be issued upon conversion, exercise or exchange of other securities offered hereby. We also reserve the right to sell securities directly to investors on our own behalf in those jurisdictions where we are authorized to do so. In this case, no underwriters, dealers or agents would be involved.
Underwriters may offer and sell the securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities upon the terms and conditions set forth in any prospectus supplement. The consideration for these securities may be cash or another form negotiated by the parties. In connection with the sale of the securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agent.
If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we may sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If we sell securities to underwriters, we will execute an underwriting agreement with them at the time of sale. The debt securities, together with any guarantees thereof, may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. Unless the applicable prospectus supplement specifies otherwise, the obligations of the underwriters or agents to purchase the offered debt securities will be subject to some conditions. The underwriters will be obligated to purchase all the offered debt securities if any of the offered debt securities are purchased. Any initial public offering price and any underwriting commissions or other items constituting underwriters’ compensation may be changed from time to time.
Any underwriting compensation paid by us to underwriters or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in an applicable prospectus supplement.
Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters, dealers and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for certain expenses.
In connection with underwritten offerings of securities, underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below.
| • | A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security. |
| • | A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. |
| • | A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions. |
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These transactions may be effected on the New York Stock Exchange (if applicable), in the over-the-counter market or otherwise. Underwriters are not required to engage in any of these activities, or to continue the activities if commenced.
If so indicated in an applicable prospectus supplement, we may authorize dealers acting as our agents to solicit offers by institutions to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than, and the aggregate principal amount or offering price of the securities sold pursuant to delayed delivery contracts will not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be entered into include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but will in all cases be subject to approval by us.
The securities may also be offered and sold, if so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms (“remarketing firms”), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed thereby. Remarketing firms may be entitled under agreements which may be entered into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).
The securities may or may not be listed on a national securities exchange or a foreign securities exchange. Securities offered may be a new issue of securities with no established trading market. Any underwriters to whom or agents through whom these securities are sold by us for public offering and sale may make a market in these securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of or the trading market for any such securities.
One or more of the underwriters, agents or dealers, and/or one or more of their respective affiliates, may be a lender under our credit agreements and may provide other commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates in the ordinary course of business.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the Exchange Act, and, accordingly, file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains an Internet web site that contains reports, proxy and information statements, and other information about us that we file electronically with the Securities and Exchange Commission. The public can obtain any documents that we file electronically with the Securities and Exchange Commission at http://www.sec.gov. Our Securities and Exchange Commission filings and other information about The Walt Disney Company are also available on our website at www.thewaltdisneycompany.com. Except for documents filed with the Securities and Exchange Commission and incorporated by reference into this prospectus, no information contained in, or that can be accessed through, our website is to be considered part of this prospectus.
This prospectus constitutes part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission. This prospectus does not contain all of the information set forth in the registration statement, some parts of which are omitted in accordance with the rules and regulations of the Securities and Exchange Commission. For further information, reference is hereby made to the registration statement and all amendments and exhibits thereto.
We are “incorporating” certain documents into this prospectus by reference, which means that we are disclosing important information to you by referring you to documents that contain such information. The information incorporated by reference is an important part of this prospectus, and information we file later with the Securities and Exchange Commission will automatically update and supersede the information in this prospectus and in documents incorporated by reference. We incorporate by reference the documents listed below that we have previously filed with the Securities and Exchange Commission (excluding any portions of such documents that have been “furnished” but not “filed” for purposes of the Exchange Act):
| (a) | The Walt Disney Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, filed on November 14, 2024; |
| (b) | The Walt Disney Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 28, 2024, filed on February 5, 2025, Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2025, filed on May 7, 2025 and Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2025, filed on August 6, 2025; |
| (c) | The information in The Walt Disney Company’s proxy statement, filed on January 23, 2025, but only to the extent such information is incorporated by reference in The Walt Disney Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024; |
| (d) | The Walt Disney Company’s Current Reports on Form 8-K filed on October 21, 2024, January 6, 2025, March 4, 2025 and March 24, 2025; |
| (e) | The description of The Walt Disney Company common stock contained in the registration statement on Form S-4 (File No. 333-225850) first filed by The Walt Disney Company with the Securities and Exchange Commission on June 25, 2018, as the description therein has been updated and superseded by the description of The Walt Disney Company’s capital stock contained in Exhibit 4.6 to The Walt Disney Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019, filed on November 20, 2019, including any amendments or reports filed for the purpose of updating such description. |
We are also incorporating by reference all future documents that we file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering (other than information in such documents that is deemed not to be filed). The most recent information that we file with the Securities and Exchange Commission automatically updates and, to the extent inconsistent with prior information, supersedes more dated information.
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The Walt Disney Company will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has been delivered, on the written or oral request of that person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus other than exhibits to these documents, unless the exhibits are also specifically incorporated by reference herein. Requests for copies should be directed to The Walt Disney Company, 500 South Buena Vista Street, Burbank California 91521, Attention: Deputy General Counsel – Securities Regulation, Governance & Secretary; telephone number (818) 560-1000.
You should not assume that the information in this prospectus, any document incorporated by reference herein, or any prospectus supplement is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since such dates. The information relating to us contained in this prospectus does not purport to be complete and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus and the information included in any applicable prospectus supplement.
This prospectus omits financial statements for TWDC Enterprises, as permitted by the Securities and Exchange Commission in Rule 3-10 of Regulation S-X, as amended. TWDC Enterprises is a consolidated subsidiary of The Walt Disney Company, The Walt Disney Company files consolidated financial statements under the Exchange Act and The Walt Disney Company provides the alternative disclosure required by Rule 13-01 of Regulation S-X.
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Legal matters with respect to the validity of the securities being offered hereby will be passed upon for us by Cravath, Swaine & Moore LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offer.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to The Walt Disney Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses, other than underwriting discounts and commissions, payable by The Walt Disney Company in connection with the sale or distribution of the securities registered under this registration statement.
| Amount | ||||
| SEC registration fee (1) |
$ | |||
| Accountants’ fees and expenses (2) |
$ | |||
| Legal fees and expenses (2) |
$ | |||
| Printing expenses (2) |
$ | |||
| Rating agencies’ fees (2) |
$ | |||
| Trustee’s and registrar’s fees and expenses (2) |
$ | |||
| Miscellaneous (2) |
$ | |||
| Total: |
$ | |||
| (1) | Under Rules 456(b) and 457(r) of the Securities Act, applicable Securities and Exchange Commission registration fees have been deferred and will be paid at the time of any particular offering of securities under this registration statement, and are therefore not estimable at this time. |
| (2) | Because an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a present or former director or officer of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, a Delaware corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
The Walt Disney Company
The Walt Disney Company’s certificate of incorporation, as amended and restated, and bylaws, as amended and restated, contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, applicable state and federal law, including the DGCL.
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As permitted by Section 102(b)(7) of the DGCL, The Walt Disney Company’s certificate of incorporation, as amended and restated, contains a provision eliminating the personal liability of a director to The Walt Disney Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.
The Walt Disney Company maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.
The Walt Disney Company has entered into indemnification agreements with each of its directors and certain of its officers and anticipates that it will enter into similar agreements with future officers and directors. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification. The indemnification agreements provide that The Walt Disney Company will pay certain amounts incurred by its directors in connection with any civil, criminal, administrative or investigative action or proceeding. Such amounts include any expenses, including attorneys’ fees, judgments, civil or criminal fines, settlement amounts and other expenses customarily incurred in connection with legal proceedings.
The foregoing summaries are necessarily subject to the complete text of the statute, The Walt Disney Company’s amended and restated certificate of incorporation and amended and restated bylaws, the indemnification agreements and the arrangements referred to above and are qualified in their entirety by reference thereto.
TWDC Enterprises 18 Corp.
The TWDC Enterprises certificate of incorporation, as amended and restated, and bylaws, as amended and restated, contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, applicable state and federal law, including the DGCL.
As permitted by Section 102(b)(7) of the DGCL, TWDC Enterprises’ certificate of incorporation, as amended and restated, contains a provision eliminating the personal liability of a director to TWDC Enterprises or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.
The foregoing summaries are necessarily subject to the complete text of the statute, TWDC Enterprises’ restated certificate of incorporation and amended and restated bylaws, the indemnification agreements and the arrangements referred to above and are qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS
| Exhibit No. | Description | |
| *1.1 | Form of Underwriting Agreement with respect to Debt Securities of The Walt Disney Company. | |
| *1.2 | Form of Underwriting Agreement with respect to Preferred Stock of The Walt Disney Company. | |
| *1.3 | Form of Underwriting Agreement with respect to Common Stock of The Walt Disney Company. | |
| *1.4 | Form of Underwriting Agreement with respect to Warrants of The Walt Disney Company. | |
| *1.5 | Form of Underwriting Agreement with respect to Purchase Contracts of The Walt Disney Company. | |
| *1.6 | Form of Underwriting Agreement with respect to Units of The Walt Disney Company. | |
| *1.7 | Form of Underwriting Agreement with respect to Depositary Shares of The Walt Disney Company. | |
| 3.1 | Restated Certificate of Incorporation of The Walt Disney Company (incorporated by reference from Exhibit 3.1 to The Walt Disney Company’s Current Report on Form 8-K filed on March 20, 2019). | |
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| * | To be filed by a post-effective amendment to the Registration Statement or incorporated by reference from a Current Report on Form 8-K. |
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ITEM 17. UNDERTAKINGS
(a) Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of The Walt Disney Company’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(d) Each undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Burbank, State of California, on August 28, 2025.
| THE WALT DISNEY COMPANY | ||
| By: | /s/ Hugh F. Johnston | |
| Hugh F. Johnston Senior Executive Vice President and Chief Financial Officer | ||
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Horacio E. Gutierrez, Hugh F. Johnston and Jolene E. Negre, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| Principal Executive Officer /s/ Robert A. Iger Robert A. Iger |
Chief Executive Officer and Director |
August 28, 2025 | ||
| Principal Financial and Accounting Officers /s/ Hugh F. Johnston Hugh F. Johnston |
Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officers) |
August 28, 2025 | ||
| /s/ Brent A. Woodford Brent A. Woodford |
Executive Vice President—Controllership, Financial Planning and Tax (Principal Accounting Officer) |
August 28, 2025 | ||
| Directors | ||||
| /s/ James P. Gorman James P. Gorman |
Chairman of the Board and Director |
August 28, 2025 | ||
| /s/ Mary T. Barra Mary T. Barra |
Director |
August 28, 2025 | ||
| /s/ Amy L. Chang Amy L. Chang |
Director |
August 28, 2025 | ||
| /s/ D. Jeremy Darroch D. Jeremy Darroch |
Director |
August 28, 2025 | ||
| /s/ Carolyn N. Everson Carolyn N. Everson |
Director |
August 28, 2025 | ||
| /s/ Michael B.G. Froman Michael B.G. Froman |
Director |
August 28, 2025 | ||
| /s/ Maria Elena Lagomasino Maria Elena Lagomasino |
Director |
August 28, 2025 | ||
| /s/ Calvin R. McDonald Calvin R. McDonald |
Director |
August 28, 2025 | ||
| /s/ Derica W. Rice Derica W. Rice |
Director |
August 28, 2025 | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Burbank, State of California, on August 28, 2025.
| TWDC ENTERPRISES 18 CORP. | ||
| By: | /s/ Hugh F. Johnston | |
| Hugh F. Johnston Senior Executive Vice President and Chief Financial Officer | ||
II-8
Table of Contents
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Hugh F. Johnston, Carlos A. Gomez and Jolene E. Negre, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| Principal Executive Officer | ||||
| /s/ James M. Kapenstein |
President (Principal Executive Officer) |
August 28, 2025 | ||
| James M. Kapenstein | ||||
| Principal Financial and Accounting Officers | ||||
| /s/ Hugh F. Johnston |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 28, 2025 | ||
| Hugh F. Johnston | ||||
| /s/ Brent A. Woodford |
Executive Vice President (Principal Accounting Officer) |
August 28, 2025 | ||
| Brent A. Woodford | ||||
| Directors | ||||
| /s/ Janene Bassett |
Director |
August 28, 2025 | ||
| Janene Bassett | ||||
| /s/ Chakira H. Gavazzi |
Director |
August 28, 2025 | ||
| Chakira H. Gavazzi | ||||
| /s/ Carlos A. Gomez |
Director |
August 28, 2025 | ||
| Carlos A. Gomez | ||||
| /s/ Daniel F. Grossman |
Director |
August 28, 2025 | ||
| Daniel F. Grossman | ||||
| /s/ James M. Kapenstein |
Director |
August 28, 2025 | ||
| James M. Kapenstein | ||||
| /s/ Melody Lim |
Director |
August 28, 2025 | ||
| Melody Lim | ||||
| /s/ Jolene E. Negre |
Director |
August 28, 2025 | ||
| Jolene E. Negre | ||||
| /s/ Carla J. Silva |
Director |
August 28, 2025 | ||
| Carla J. Silva | ||||
| /s/ John A. Stowell |
Director |
August 28, 2025 | ||
| John A. Stowell | ||||
II-9
Exhibit 5.1
|
|
August 28, 2025
The Walt Disney Company
TWDC Enterprises 18 Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for The Walt Disney Company, a Delaware corporation (“Disney”), and Disney’s direct, wholly-owned subsidiary TWDC Enterprises 18 Corp., a Delaware corporation (“TWDC Enterprises”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of: (i) senior debt securities of Disney (the “Debt Securities”); (ii) shares of Disney’s common stock, par value $0.01 per share (the “Common Stock”); (iii) TWDC Enterprises’ unconditional guarantees of the Debt Securities (the “Guarantees”); (iv) shares of Disney’s preferred stock, par value $0.01 per share (the “Preferred Stock”), which may be represented by depositary share receipts for depositary shares (the “Depositary Shares”); (v) warrants of Disney (the “Warrants”); (vi) purchase contracts of Disney (the “Purchase Contracts”); and (vii) units of Disney (the “Units”). The Debt Securities, the Common Stock, the Guarantees, the Preferred Stock, the Depositary Shares, the Warrants, the Purchase Contracts and the Units are collectively referred to herein as the “Securities”.
Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement relating to a particular series of Debt Securities, the Debt Securities will be issued under the indenture (the “Indenture”), dated as of March 20, 2019, among Disney, as issuer, TWDC Enterprises, as guarantor, and Citibank, N.A., as trustee (the “Trustee”), as amended, supplemented or otherwise modified from time to time, which is incorporated by reference into the Registration Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and government officials and such other documents as we have deemed necessary or appropriate for the purposes of this opinion, including: (i) the Restated Certificate of Incorporation of Disney, as amended; (ii) the Amended and Restated Bylaws of Disney; (iii) the Amended and Restated Certificate of Incorporation of TWDC Enterprises; (iv) the Amended and Restated Bylaws of
TWDC Enterprises; (v) the Registration Statement; and (vi) the Indenture. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of Disney and TWDC Enterprises and documents furnished to us by Disney and TWDC Enterprises without independent verification of their accuracy. We have also assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Based upon and subject to the foregoing, and assuming that (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will have become effective and will comply with all applicable laws; (ii) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iv) all Securities will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by Disney or TWDC Enterprises, as applicable, with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon Disney or TWDC Enterprises, as applicable, or any restriction imposed by any court or governmental body having jurisdiction over Disney or TWDC Enterprises, as applicable; (vi) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by Disney or TWDC Enterprises, as applicable, and the other parties thereto; (vii) any deposit agreement, warrant agreement, Warrant, Purchase Contract or Unit will be governed by the laws of the State of New York; and (viii) any Securities issuable upon conversion, exchange, or exercise of any Security being offered or issued will be duly authorized, created, and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise, we are of opinion that:
1. with respect to the Debt Securities and the Guarantees to be issued under the Indenture, assuming (A) the Trustee has been qualified to act as trustee under the Indenture, (B) the Trustee has duly executed and delivered the Indenture, (C) the Indenture has been duly authorized and validly executed and delivered by Disney and TWDC Enterprises to the Trustee, (D) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (E) the board of directors of Disney, a duly constituted and acting committee thereof or any officers of Disney delegated such authority (such board of directors, committee or officers being hereinafter referred to as the “Disney Board”) and the board of directors of TWDC Enterprises, a duly constituted and acting committee thereof or any officers of TWDC Enterprises delegated such authority (such board of directors, committee or officers being hereinafter referred to as the “TWDC Enterprises Board” and, together with the Disney Board, the “Boards”) have taken all necessary corporate action to approve the issuance and terms of a particular series of Debt Securities and the Guarantees, as applicable, the terms of the offering thereof, and related matters and (F) such Debt Securities and Guarantees have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, including any supplemental indenture related thereto, and the applicable definitive purchase, underwriting or similar agreement approved by the Boards upon payment of the consideration therefor provided for therein, such Debt Securities and Guarantees will be validly issued and will constitute valid and binding obligations of Disney and TWDC Enterprises, enforceable against them in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);
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2. with respect to the Common Stock, when (A) the Disney Board has taken all necessary corporate action to approve the issuance and terms of the offering, and related matters, of the Common Stock in conformity with the Restated Certificate of Incorporation of Disney, as amended, and (B) certificates representing such Common Stock have been duly executed, countersigned, registered and delivered, assuming that at the times of such issuances Disney has a sufficient number of authorized and unissued shares of Common Stock available therefor, either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Disney Board upon payment of the consideration therefor (which consideration is not less than the par value of the Common Stock) provided for therein or (ii) upon conversion, exchange or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange or exercise as approved by the Disney Board, for the consideration approved by the Disney Board (which consideration is not less than the par value of the Common Stock), then such Common Stock will be validly issued, fully paid and nonassessable;
3. with respect to the Preferred Stock, when (A) the Disney Board has taken all necessary corporate action to approve the issuance and terms of a particular series of Preferred Stock, the terms of the offering thereof, and related matters in conformity with the Restated Certificate of Incorporation of Disney, as amended, including the adoption of a Certificate of Designation relating to such Preferred Stock and the filing of such Certificate of Designation with the Secretary of State of the State of Delaware, (B) such Certificate of Designation has been properly filed with the Secretary of State of the State of Delaware and (C) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered, assuming that at the times of such issuances, Disney has a sufficient number of authorized and unissued shares of Preferred Stock available therefor, either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Disney Board upon payment of the consideration therefor (which consideration is not less than the par value of the Preferred Stock) provided for therein or (ii) upon conversion, exchange or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange or exercise as approved by the Disney Board, for the consideration approved by the Disney Board (which consideration is not less than the par value of the Preferred Stock), then such Preferred Stock will be validly issued, fully paid and nonassessable;
4. with respect to the Depositary Shares, when (A) the Disney Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Depositary Shares and the related series of Preferred Stock, the terms of the offering thereof and related matters, (B) a deposit agreement relating to the Depositary Shares has been duly authorized and validly executed and delivered by Disney, the depositary appointed by Disney and each other party thereto, (C) the Certificate of Designation for the related series of Preferred Stock has been properly filed with the Secretary of State of the State of Delaware, (D) certificates representing such shares of Preferred Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Disney Board upon payment of the consideration therefor (which consideration
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is not less than the par value of the Preferred Stock) provided for therein and (E) Depositary Shares or receipts representing the Depositary Shares have been duly executed, countersigned, registered and delivered in accordance with the appropriate deposit agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Disney Board upon payment of the consideration therefor provided for therein, the Depositary Shares will be validly issued and will constitute valid and binding obligations of Disney, enforceable against Disney in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law);
5. with respect to the Warrants, when (A) the Disney Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof and related matters, (B) a warrant agreement relating to the Warrants has been duly authorized and validly executed and delivered by Disney, the warrant agent appointed by Disney and each other party thereto, (C) if such Warrants are exercisable for Debt Securities, the actions described in paragraph 1 above have been taken, (D) if such Warrants are exercisable for shares of Common Stock, the actions described in paragraph 2 above have been taken, (E) if such Warrants are exercisable for shares of Preferred Stock, the actions described in paragraph 3 above have been taken, (F) if such Warrants are exercisable for Depositary Shares, the actions described in paragraph 4 above have been taken, (G) if such Warrants are exercisable for Purchase Contracts or Units, the actions described in paragraph 6 below have been taken, and (H) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the appropriate warrant agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Disney Board upon payment of the consideration therefor provided for therein, then the Warrants will be validly issued and will constitute valid and binding obligations of Disney, enforceable against Disney in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law); and
6. with respect to the Purchase Contracts and/or the Units, when (A) such Purchase Contracts and/or Units have been duly authorized, executed and delivered by the parties thereto, (B) the Disney Board has taken all necessary corporate action to approve the creation of and the issuance and terms of such Purchase Contracts and/or Units, the terms of the offering thereof and related matters, (C) if such Purchase Contracts and/or Units relate to the issuance and sale of Debt Securities, the actions described in paragraph 1 above have been taken, (D) if such Purchase Contracts and/or Units relate to the issuance and sale of shares of Common Stock, the actions described in paragraph 2 above have been taken, (E) if such Purchase Contracts and/or Units relate to the issuance and sale of shares of Preferred Stock, the actions described in paragraph 3 above have been taken, (F) if such Purchase Contracts and/or Units relate to the issuance and sale of Depositary Shares, the actions described in paragraph 4 above have been taken, and (G) if such Purchase Contracts and/or Units relate to the issuance and sale of Warrants, the actions described in paragraph 5 above have been taken, then such Purchase Contracts and/or Units will be legally issued and binding obligations of Disney enforceable against Disney in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).
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We express no opinion herein as to any provision of the Indenture, any Debt Security, Warrant, Purchase Contract or Unit that (i) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (ii) contains a waiver of an inconvenient forum, (iii) relates to the waiver of rights to jury trial or (iv) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (x) the enforceability of the provisions of the Indenture, any Debt Security, Warrant, Purchase Contract or Unit to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (y) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.
We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York, the Delaware General Corporation Law and the Federal laws of the United States of America.
We are aware that we are referred to under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and that we may be referred to under a similar heading in a prospectus supplement filed after the effective date of the Registration Statement. We hereby consent to such use of our name therein and the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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
O
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Exhibit 22
List of Guarantor Subsidiaries
TWDC Enterprises 18 Corp (“Legacy Disney”) is a subsidiary of The Walt Disney Company (“TWDC”) and, as of August 28, 2025, a guarantor of TWDC’s registered debt securities. Legacy Disney is also an issuer of registered debt securities, which are guaranteed by TWDC. At August 28, 2025, the registered debt securities were as follows:
CUSIPs for TWDC Registered Debt Securities Guaranteed by Legacy Disney
254687FL5 / 254687FM3 / 254687FP6 / 254687FQ4 / 254687FR2 / 254687FS0 / 254687DD5 / 254687DF0 / 254687DH6 / 254687DK9 / 254687DM5 / 254687DP8 / 254687DR4 / 254687DT0 / 254687DV5 / 254687DX1 / 254687DZ6 / 254687EB8 / 254687ED4 / 254687EF9 / 254687EH5 / 254687EK8 / 254687EM4 / 254687EP7 / 254687ER3 / 254687ET9 / 254687EV4 / 254687EX0 / 254687EZ5 / 254687FB7 / 254687FD3 / 254687FF8 / 254687FU5 / 254687FV3 / 254687FW1 / 254687FX9 / 254687FY7 / 254687FZ4 / 254687GA8
CUSIPs for Legacy Disney Registered Debt Securities Guaranteed by TWDC
25468PDF0 / 25468PDK9 / 25468PDM5 / 25468PDV5 / 25468PBW5 / 25468PCP9 / 25468PCR5 / 25468PCX2 / 25468PDB9 / 25468PDN3 /
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of The Walt Disney Company of our report dated November 14, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Walt Disney Company’s Annual Report on Form 10-K for the year ended September 28, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
August 28, 2025
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) |
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| A National Banking Association | 13-5266470 | |
| (Jurisdiction of Incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 399 Park Ave., New York, NY | 10043 | |
| (Address of principal executive office) | (Zip Code) | |
THE WALT DISNEY COMPANY
(Exact name of obligor as specified in its charter)
| Delaware | 83-0940635 | |
| (Jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 500 South Buena Vista Street Burbank, California |
91521 | |
| (Address of principal executive office) | (Zip Code) | |
TWDC ENTERPRISES 18 CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 95-4545390 | |
| (Jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 500 South Buena Vista Street Burbank, California |
91521 | |
| (Address of principal executive office) | (Zip Code) | |
Debt Securities and Guarantees of Debt Securities
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name |
Address | |
| Comptroller of the Currency |
Washington, D.C. | |
| Federal Reserve Bank of New York |
33 Liberty Street, New York, NY | |
| Federal Deposit Insurance Corporation |
Washington, D.C. | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3. -15. Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect (attached).
Exhibit 2—Copy of certificate of authority of the Trustee to commence business (Exhibit 2 to Form T-1 filed June 6, 2025 with Registrant Statement No. 333-287868).
Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed May 5, 2014 with Registrant Statement No. 333-195697).
Exhibit 4—Copy of existing By-Laws of the Trustee (attached).
Exhibit 5—Not applicable.
Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to Form T-1 with Registration Statement No. 33-19227).
Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2024—attached).
Exhibit 8—Not applicable.
Exhibit 9—Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 14th day of August, 2025.
| CITIBANK, N.A. | ||
| By | /s/ Eva Waite | |
| Eva Waite | ||
| Senior Trust Officer | ||
EXHIBIT 1
Articles of Association
As amended, effective August 1, 2025
1
CITIBANK, N.A.
Charter No. 1461
Articles of Association
AS AMENDED EFFECTIVE August 1, 2025
FIRST. The name and title of this Association shall be Citibank, N.A.; the Association in conjunction with its said legal name may also continue to use, as a trade name, its former name First National City Bank.
SECOND. The Head Office shall be in the City of Sioux Falls, State of South Dakota. The general business of this Association, and its operations of discount and deposit, shall be conducted at its Head Office and its legally established branches.
THIRD. Subject to the terms of any series of Preferred Stock, the Board of Directors shall consist of such number of individuals, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which the holders of Common Stock are at the time entitled.
FOURTH. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the Head Office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws of the Association, but if no election shall be held on that day it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.
FIFTH. A. Designation.
The total number of shares of all classes of capital stock which the Association shall have the authority to issue is Forty One Million Five Hundred and One Thousand (41,501,000) shares of which (a) Forty One Million Five Hundred Thousand (41,500,000) shares shall be designated as shares of Common Stock, par value of Twenty Dollars ($20) per share (the “Common Stock”) and (b) One Thousand (1,000) shares shall be designated as shares of Preferred Stock, par value of one dollar ($1.00) per share (the “Preferred Stock”).
All of the shares of this Association’s Common Stock, which constitute all of the outstanding shares of this Association’s capital stock as of the effectiveness of these Articles, shall continue as shares of Common Stock of this Association following the filing hereof. Except as set forth in the terms of any series of Preferred Stock, no shares of any class or series of capital stock of this Association shall have any preemptive or special rights or privilege to acquire any shares of capital stock of the Association under any circumstances whatsoever.
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The Board of Directors (and any authorized Committee thereof ) is authorized, subject to any limitations prescribed by law and without the approval of the holders of Common Stock, to provide for the issuance of shares of Preferred Stock in one or more series, to be set forth in a certificate filed with the Office of the Comptroller of the Currency, as an exhibit to these Articles, (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Association entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Association for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock).
The Association, at any time and from time to time, may authorize and issue debt obligations whether or not subordinated without the prior approval of shareholders.
SIXTH. The Board of Directors (a majority of whom shall be a quorum to do business) shall appoint one of its members to be Chairman of the Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint one of its members to be President of this Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint such other officers and employees as in its judgment may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all by-laws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a board of directors to do and perform.
The Board of Directors, without the approval of the shareholders, shall have the power to change the location of the Head Office and of any branch or branches of the Association subject to such limitations as from time to time may be provided by law.
SEVENTH. The Association shall have succession from the date of its organization certificate until such time as it may be dissolved by the affirmative vote of the holders of two-thirds of the voting power of the stock of the Association entitled to vote thereon (this vote being in addition to any vote required by the terms of any series of Preferred Stock), or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special Act of Congress or until its affairs be placed in the hands of a receiver and finally wound up by him.
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EIGHTH. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time: provided, however, that unless otherwise provided by law, not less than ten days prior to the date fixed for any such meeting, a notice of the time, place and purpose of the meeting shall be given by first-class mail, postage prepaid, to all shareholders of record at their respective addresses as shown upon the books of the Association.
NINTH. (1) Governing Law. For purposes of interpreting and applying this Article, the Association shall be treated as if it were a Delaware corporation and shall be governed by and subject to Section 145 of the General Corporation Law of the State of Delaware and the common law of Delaware related thereto.
(2) Indemnification and Advancement Rights.
(a) The Association shall indemnify, to the fullest extent permissible under the General Corporation Law of the State of Delaware (as it may be amended from time to time, but only to the extent that the amendment permits a Delaware corporation to provide broader indemnification rights than were permitted before the amendment), any person (and the heirs and personal representatives of such person) against any and all liabilities, losses, judgments, fines, amounts paid in settlement, ERISA excise taxes or penalties, and costs and expenses, including attorneys’ fees, actually and reasonably incurred by or imposed upon such person in connection with (or resulting from) any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a “proceeding”), in which such person is a party or is threatened to be made a party by reason of such person being or having been (i) a director of the Association or a Subsidiary, (ii) an officer of the Association or a Subsidiary, as defined and limited by subsection (b) of this Section, or (iii) a member of any board or committee related to any employee benefit plan of the Association or any Subsidiary, or any employee of the Association or any of Subsidiary who has administrative responsibility in respect of any such plan (each of foregoing persons referenced in this paragraph, an “indemnitee”), and in the case of a director of the Association or a Subsidiary or a Board-Appointed Officer (as defined below), whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director or Board-Appointed Officer.
(b) For purposes of this Article:
(i) The “officers” of the Association mean the officers of the Association appointed by, or whose appointment has been ratified by, written resolution of the Board of Directors (each, a “Board-Appointed Officer”). In addition, if a Board-Appointed Officer executes a written delegation authorizing a Vice President, deputy officer or assistant officer to take an action within the Board-Appointed Officer’s area of responsibility, such Vice President, deputy officer or assistant officer shall have rights to indemnification and advancement under this Article, but only with respect to acts or omissions within the scope of such written delegation. No other persons shall be deemed officers of the Association for purposes of this Article.
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(ii) The “officers” of any Subsidiary mean only the officers appointed by, or whose appointment has been ratified by, written resolution of the ultimate governing body of the Subsidiary.
(iii) A “Subsidiary” means any entity wholly-owned, directly or indirectly, by the Association.
(c) The Association shall advance expenses incurred in defending a proceeding to an indemnitee upon receipt of an undertaking by or on behalf of such indemnitee to repay such amount, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to indemnification by the Association.
(d) The limitations in this paragraph (d) shall apply notwithstanding any other provision of this Article. No indemnitee shall be entitled to indemnification pursuant to this Article unless such indemnitee has satisfied the applicable standards of conduct set forth in Section 145(a) or Section 145(b) of the General Corporation Law of the State of Delaware, except as required by Section 145(c)(1) of the General Corporation Law of the State of Delaware. In addition, no indemnitee shall be entitled to indemnification or advancement of expenses pursuant to this Article with respect to:
(i) any proceeding (or part thereof) initiated by the indemnitee, and any claim, counterclaim or affirmative defense asserted by the Association (or any of its Subsidiaries or other affiliates) in connection with a proceeding initiated by the indemnitee; provided that the limitations in this clause (i) shall not apply to a proceeding to enforce the rights to indemnification or advancement that are provided in this Article (after taking into account the exclusions in this paragraph (d));
(ii) the indemnitee’s breach or violation of his or her obligations under (A) any employment or incentive compensation agreement between the Association (or any of its Subsidiaries or other affiliates) and the indemnitee, (B) Citigroup’s Code of Conduct, (C) any policy, standard or procedure governed by Citigroup’s Policy Governance Policy or (D) any other similar or successor policy governing the conduct of current or former employees (as each of the foregoing contemplated by clauses (A) through (D) may be amended from time to time); provided that the limitations in this clause (ii) shall only apply to an indemnitee if the proceeding relates to such indemnitee’s conduct as a full-time employee or the post-employee obligations of a former full-time employee of the Association (or one or more of its Subsidiaries or other affiliates);
(iii) the recoupment, recovery or cancellation of any compensation paid or promised to such indemnitee by the Association (or any of its Subsidiaries or other affiliates), or to seek any other remedy at law or in equity in connection therewith, pursuant to any clawback or similar policy or provision that is adopted by the Association or any of its Subsidiaries or other affiliates and required by Rule 10D-1 under the U.S. Securities Exchange Act of 1934; provided that if such indemnitee has been successful (on the merits or otherwise) in the defense of such proceeding, the Association shall indemnify such indemnitee for the expenses (including attorneys’ fees) reasonably incurred in connection therewith;
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(iv) an administrative, investigative or other action instituted by a bank regulatory agency with jurisdiction over the matter (whether such jurisdiction is within or outside the United States), if such proceeding or action results in a final order assessing a civil money penalty or requiring affirmative action by an individual or individuals in the form of payments to the Association or any of its Subsidiaries or other affiliates; and
(v) any investigation arising solely from internal processes conducted by or on behalf of the Association or any of its Subsidiaries or other affiliates and not from any external inquiry.
(e) If a claim for indemnification or advancement under this Article is not paid in full by the Association within 60 days after a written claim has been received by the Association, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, an indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or if successful in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.
(f) Except with respect to indemnitees who are entitled to indemnification or advancement under this Article by reason of their service as a current or former director or Board-Appointed Officer of the Association, (i) the Association’s obligation, if any, to indemnify or advance expenses to indemnitees shall be as an indemnitor of last resort and (ii) such indemnification and advancement shall be reduced by any amount such person is entitled to collect as indemnification or advancement from any Subsidiary unless such Subsidiary then lacks sufficient funds to provide such indemnification or advancement because the Subsidiary is insolvent. In the event of any payment provided by the Association in lieu of any payment owed by a Subsidiary or an insurer, the Association shall be subrogated to the extent of such payment to all of the rights of recovery of an indemnitee, who shall execute all papers required and take all reasonable action necessary to secure such rights, including execution of such documents as are necessary to enable the Association to bring suit to enforce such rights.
(g) In (i) any suit brought by an indemnitee to enforce a right to indemnification under this Article (but not in a suit to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Association to recover an advancement of expenses, the Association shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. The following shall not be a defense in any suit brought by an indemnitee to recover an advancement of expenses and shall not create a presumption in any suit (whether
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or not brought by an indemnitee) that an indemnitee has not met the applicable standards of conduct required by the General Corporation Law of the State of Delaware to obtain indemnification: (x) the failure of the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination that the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, and (y) an actual determination by the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct. In any suit brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses under this Article, or brought by the Association to recover an advancement of expenses, the Association shall bear the burden of proving that such indemnitee is not entitled to be indemnified or advanced expenses under this Article or otherwise.
(h) The indemnification and advancement of expenses provided by this Article shall in no way be deemed exclusive of any other rights to which any such indemnitee may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise. The rights conferred upon indemnitees in this Article shall be contract rights and shall continue as to an indemnitee who has ceased to serve in his or her position as a director, officer, administrator or member (as contemplated by paragraph (a) of this Article), and such rights shall inure to the benefit of such indemnitee’s heirs, executors, administrators and other legal representatives. Any amendment, alteration or repeal of this Article that adversely affects any right of such an indemnitee or such indemnitee’s successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
(i) The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association or any Subsidiary, or of any corporation a majority of the voting stock of which is owned by the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Association would have the power or would be required to indemnify such person against such liability under the provisions of this Article; provided, however, that the Association may not purchase or maintain insurance which would cover final orders assessing civil money penalties arising out of administrative actions or proceedings instituted by a bank regulatory agency with jurisdiction over the matter.
TENTH. Except as provided in these Articles of Association, and subject to the terms of any series of Preferred Stock, these Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the Common Stock, unless the vote of the holders of a greater amount of Common Stock is required by law, and in that case by the vote of the holders of such greater amount.
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ELEVENTH. Any action which requires a vote of the shareholders, but that does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
STATE OF NEW YORK)
COUNTY OF NEW YORK)
The undersigned duly qualified Assistant Secretary of Citibank, N.A., a national banking association (“Citibank”), hereby certifies that (i) on August 1, 2025 holders of all of the voting shares of Citibank, by unanimous written consent, adopted the Articles of Association as amended effective August 1, 2025 of Citibank and (ii) the foregoing is a true and complete copy of the Articles of Association as amended August 1, 2025.
| /s/ Paula F. Jones Paula F. Jones Assistant Secretary | ||
| Subscribed and sworn before me | August 9, 2025 | |
| (Date) | ||
| /s/ JACQUELINE WOOD | ||
| (Notary Public) | ||
|
| ||
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EXHIBIT 4
Citibank, N.A. By-Laws
As amended, effective August 1, 2025
CITIBANK, N.A.
BY-LAWS
AS AMENDED, EFFECTIVE AUGUST 1, 2025
INDEX TO BY-LAWS
OF CITIBANK, N.A.
| Page | ||||
| Article I – Meetings of Shareholders |
1 | |||
| Section 1. Annual Meeting |
1 | |||
| Section 2. Special Meetings |
1 | |||
| Section 3. Inspector of Election |
1 | |||
| Section 4. Quorum |
1 | |||
| Section 5. Action without Meeting |
1 | |||
| Article II – Directors |
2 | |||
| Section 1. Board of Directors |
2 | |||
| Section 2. Number and Term |
2 | |||
| Section 3. Organization Meeting |
2 | |||
| Section 4. Regular Meetings |
2 | |||
| Section 5. Special Meetings |
2 | |||
| Section 6. Notice |
2 | |||
| Section 7. Quorum and Manner of Acting |
3 | |||
| Section 8. Action without Meeting |
3 | |||
| Section 9. Vacancies |
3 | |||
| Section 10. Directors’ Fees |
3 | |||
| Article III – Committees of the Board |
3 | |||
| Section 1. Executive Committee: Powers |
3 | |||
| Section 2. Executive Committee: Membership, Meetings, and Quorum |
4 | |||
| Section 3. Other Committees |
4 | |||
| Article IV – Officers and Agents |
4 | |||
| Section 1. Chair |
4 | |||
| Section 2. Chief Executive Officer |
4 | |||
| Section 3. President |
5 | |||
| Section 4. Vice Chair |
5 | |||
| Section 5. Executive Vice Presidents |
5 | |||
| Section 6. Senior Vice Presidents |
5 | |||
| Section 7. Secretary |
5 | |||
| Section 8. Treasurer |
6 | |||
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| Section 9. Chief Auditor |
6 | |||
| Section 10. Vice Presidents |
6 | |||
| Section 11. Other Officers |
6 | |||
| Section 12. Attorneys-in-Fact |
6 | |||
| Section 13. Tenure of Office |
7 | |||
| Article V – Domestic Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
7 | |||
| Article VI – Foreign Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
8 | |||
| Section 3. Custody of Funds |
8 | |||
| Section 4. Books, Reports, and Fiscal Periods |
8 | |||
| Article VII – Fiduciary Powers |
8 | |||
| Section 1. Assignment of Fiduciary Powers |
8 | |||
| Section 2. Authentication and Signature of Instruments |
8 | |||
| Article VIII – Stock and Stock Certificates |
9 | |||
| Section 1. Transfers |
9 | |||
| Section 2. Stock Certificates |
9 | |||
| Section 3. Record Date and Closing Transfer Books |
9 | |||
| Article IX – Corporate Seal |
10 | |||
| Article X – Miscellaneous Provisions |
10 | |||
| Section 1. Fiscal Year |
10 | |||
| Section 2. Execution of Instruments |
10 | |||
| Section 3. Records |
10 | |||
| Section 4. Banking Hours |
11 | |||
| Section 5. Corporate Governance Procedures |
11 | |||
| Article XI – By-laws |
11 | |||
| Section 1. Inspection |
11 | |||
| Section 2. Amendments |
11 | |||
Page ii of ii
CITIBANK, N.A.
BY-LAWS
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The regular annual meeting of the shareholders, for the election of Directors and the transaction of whatever other business may come before the meeting, shall be held at the Head Office of the Association, 5800 S. Corporate Place, Sioux Falls, South Dakota, County of Lincoln, or such other place as the Board of Directors may designate, on such date and at such time as may be fixed by resolution of the Board of Directors. Notice of such meeting may be waived in writing before, after, or at such meeting.
Section 2. Special Meetings. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at their address appearing on the books of the Association, a notice stating the purpose of the meeting. Such notice may be waived in writing before, after, or at, such meeting.
Section 3. Inspector of Election. If the Board of Directors shall so determine, any election of Directors shall be managed by one or more inspectors of election, who shall be appointed by the Chair of the meeting, and who, before entering upon the discharge of their duties shall be duly sworn faithfully to execute the duties of inspector(s) of election with strict impartiality, and according to the best of their ability. The inspector(s) of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the Directors elected. The inspector(s) of election, at the request of the Chair of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.
Section 4. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 5. Action without Meeting. Any action which requires a vote of the shareholders, but does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of South Dakota, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
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ARTICLE II
Directors
Section 1. Board of Directors. The Board of Directors shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.
Section 2. Number and Term. The Board of Directors shall consist of such number, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all shareholders are at the time entitled. The Directors of the Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 3. Organization Meeting. The Secretary, upon receiving the certificate of the inspector(s), of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Head Office of the Association, or such other place as the Board of Directors may designate, for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be appointed to be held on the day of the election or as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting, from time to time, until a quorum is obtained. Any business which may properly be transacted by the Board of Directors may be transacted at any organization meeting thereof.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at least quarterly, unless the Board of Directors shall otherwise determine, at the Head Office of the Association, with notice to the Directors of the date and time of such meeting, or, may be held at such other time and place as the Board shall have ordered at any previous meeting.
Section 5. Special Meetings. A special meeting of the Board of Directors may be called at any time by the Chair, the Chief Executive Officer, or the President, or on the written request of any three members of the Board.
Section 6. Notice. Notice of any special meeting, specifying the time and place of such meeting, or of the time and place or the cancellation of any regular meeting of the Board of Directors may be given in writing, either by mailing the same to each Director, at their address appearing on the books of the Association on or before the second day preceding the meeting, or by e-mailing (or otherwise electronically communicating) the same to each Director at their e-mail address (or other electronic point of contact) appearing on the books of the Association, or delivering the same to each Director personally, or leaving the same at their place of business, or at their residence, or by telephone on or before the day preceding the meeting. Notice need not be given to any Director if waived by each Director in writing. Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the
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Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors or any committee thereof need be specified in any written waiver of notice.
Section 7. Quorum and Manner of Acting. At every meeting of the Board of Directors, a majority shall constitute a quorum, and, except as otherwise required by law, the vote of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors may participate in meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 8. Action without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors.
Section 9. Vacancies. When any vacancy occurs among the Directors, including a vacancy resulting from an increase in the number of Directors, the vacancy may be filled by the shareholders or by a majority vote of the remaining members of the Board. Appointments to fill such vacancy may occur at any regular meeting, or at a special meeting called for that purpose.
Section 10. Directors’ Fees. The Board of Directors shall have authority to determine from time to time, the amount of compensation which shall be paid to any of its members, provided however that no such compensation be paid to any Director who is a salaried officer or employee of the Association or any of its subsidiaries. Directors shall receive transportation and other expenses of attendance.
ARTICLE III
Committees of the Board
Section 1. Executive Committee: Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors which shall be constituted as provided in Section 2 of this Article. The Executive Committee shall have and may exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done or conferred under authority of the Board.
Page 3 of 11
Section 2. Executive Committee: Membership, Meetings, and Quorum. The Executive Committee shall hold a regular meeting without notice at the time and place appointed for each regular meeting of the Board of Directors at which a quorum of the Board shall not be in attendance at said time and place, unless such regular meeting of the Board is cancelled as provided in Article II, Section 6. The Directors present at such time and place, if there be not less than three, shall constitute the Executive Committee for such regular meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. A special meeting of the Executive Committee may be called at any time by the Chair, the Chief Executive Officer or the President. Notice of any such special meeting shall be given to each Director in the manner provided in Article II, Section 6, for the giving of notice, or the waiver thereof, of a special meeting of the Board of Directors and shall be sufficient even though such notice refers only to a meeting of the Board of Directors. The Directors who shall attend at the time and place fixed in such notice, if there be not less than three, shall constitute the Executive Committee for such special meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. Executive Committee meetings may be held through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, committees of one or more persons, for such purposes and with such powers as the Board may determine. Members of such committees may participate in meetings of those committees through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another. Each such committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors, and any action taken by the Board with respect thereto shall be entered into the minutes of the Board. Committees composed of non-members of the Board may also be appointed to consult with the members regularly or from time to time under such rules as the Board may determine but in no event may such committees have the power of final decision in matters concerning the business of the Association.
ARTICLE IV
Officers and Agents
Section 1. Chair. The Board of Directors shall appoint one of its members to be Chair of the Association. The Chair shall have general executive powers as well as the specific powers conferred by these By-laws. The Chair shall preside at meetings of the shareholders and at meetings of the Board of Directors and the Executive Committee.
Section 2. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer of the Association. The Chief Executive Officer shall have general executive powers as well as the specific powers conferred by these By-laws. The Chief Executive Officer shall also have such powers and duties as may from time to time be assigned by the Board of Directors. In addition, the Board of Directors may delegate to the Chief Executive Officer the authority to appoint Senior Vice Presidents, excluding Functionally Designated Officers, if a Senior Vice President’s appointment occurs outside of the Annual Organizational Meeting and provided that the Board ratifies each interim appointment of Senior Vice Presidents during its Annual
Page 4 of 11
Organizational Meeting. In the absence of the Chair, the Chief Executive Officer shall exercise their respective powers and duties and shall preside at meetings of the shareholders, the Board of Directors, and the Executive Committee. The Board of Directors shall appoint the Chief Executive Officer to be a member of the Board of Directors.
Section 3. President. The Board of Directors may appoint a President of the Association. The President shall have general executive powers as well as the specific powers conferred by these By-laws. In the absence of the Chief Executive Officer, the President shall exercise the powers and duties of the Chief Executive Officer of the Association, including the powers and duties related to meetings of the Board of Directors and the Executive Committee.
Section 4. Vice Chairs. The Board of Directors may appoint one or more Vice Chairs of the Association. In the absence of the Chair, the Chief Executive Officer and the President, and, in the order of their appointment to the office, the Vice Chairs shall exercise the powers and duties of the Chief Executive Officer related to meetings of the Board of Directors and the Executive Committee and the powers and duties of the Chair related to meetings of the shareholders. Each Vice Chair shall have general executive powers as well as the specific powers conferred by these By-laws. Each of them shall also have such powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer or the President.
Section 5. Executive Vice Presidents. The Board of Directors may appoint one or more Executive Vice Presidents of the Association, each of whom shall have supervision of such major group or other administrative unit of the Association, or such other primary responsibilities, as may from time to time be established and defined by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. Each Executive Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. Each Executive Vice President shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 6. Senior Vice Presidents. The Board of Directors may appoint one or more Senior Vice Presidents of the Association. Each Senior Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. They shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 7. Secretary. The Board of Directors shall appoint a Secretary who shall keep accurate minutes of meetings of the shareholders, the Board of Directors, and the Executive Committee of the Board. The Secretary shall attend to the giving of all notices required by these By-laws to be given. The Secretary shall be custodian of the corporate seal, records, documents, and papers of the Association. The Secretary shall have and may exercise any and all other powers and duties pertaining by law or regulation to the office of Secretary, or imposed by these By-laws. The Secretary shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. The Secretary may appoint one or more Assistant Secretaries with such powers and duties as the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, or the Secretary shall, from time to time, determine.
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Section 8. Treasurer. The Treasurer shall have the powers attendant to the office of Treasurer. The Treasurer shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 9. Chief Auditor. The Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Association. The Chief Auditor shall continuously examine the affairs of the Association, and shall report to the Board of Directors. The Chief Auditor shall have and may exercise the powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors. Subject to the authority granted to the Chief Auditor by the Board of Directors, the Chief Auditor may also appoint, dismiss, and fix the salaries of one or more Vice Presidents, Assistant Vice Presidents, Managers, and Assistant Managers, and such other officers in the Chief Auditor’s Division as, from time to time, appear to be required or desirable.
Section 10. Vice Presidents. The Board of Directors may appoint one or more Vice Presidents of the Association. Each Vice President appointed by the Board of Directors shall have specific powers conferred by these By-laws and such further powers, duties and areas of supervision as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss and fix salaries to be paid Vice Presidents within the respective officers’ areas of supervision. The Vice Presidents so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 11. Other Officers. The Board of Directors may establish senior officer positions equivalent to and having duties and powers the same as those officers mentioned in the preceding Sections of this Article IV. The Board of Directors may also appoint one or more Assistant Vice Presidents, Managers, Assistant Managers, and such other officers as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss, and to fix the salaries to be paid to any such officers other than officers in the Chief Auditor’s Division, within the respective officer’s area of supervision. The officers so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 12. Attorneys-in-Fact. The Board of Directors may appoint one or more attorneys-in-fact as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. Subject to the authority of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President or any Senior Vice President may appoint, dismiss and fix the compensation to be paid to such
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attorneys-in-fact (including third-party attorneys-in-fact who are not employed by the Association or by any affiliated corporate entity). In the case of any Vice President designated as Citigroup Country Officer (“CCO”), said CCO may appoint, dismiss and fix the compensation to be paid to such attorneys-in-fact in accordance with, and limited to, the powers granted to them pursuant to their respective CCO Powers of attorney. The attorneys-in-fact appointed pursuant to this Section 12 shall exercise such powers and perform such duties as may, from time to time, be conferred upon them by Power of Attorney.
Section 13. Tenure of Office. All officers appointed by the Board of Directors, or under its authority, shall hold office at the pleasure of the Board.
ARTICLE V
Domestic Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the domestic branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any domestic branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law.
ARTICLE VI
Foreign Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time, to change the location of, any branch or representative office in a foreign country (or jurisdiction) or in a dependency of the United States of America, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
The approval of the Board of Directors shall be required for the establishment of a branch, representative office, or subsidiary that creates a direct or indirect Association presence in a foreign country (or jurisdiction) or in a dependency of the United States of the America where the Association does not maintain any branch, representative office, or subsidiary at the time of such establishment. The approval of the Board of Directors shall also be required for the conversion of a branch or representative office into a subsidiary.
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Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the foreign branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any foreign branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any foreign branch, subject to such limitations as from time to time may be provided by law.
Section 3. Custody of Funds. The funds of each branch shall be kept in the custody of the officer, manager, or other agent-in-charge thereof, or in such depositories as such person may select, subject to the approval of such officer as may have supervision over the foreign branches of the Association.
Section 4. Books, Reports, and Fiscal Periods. At each branch, the officer, manager or other agent-in-charge thereof shall keep or cause to be kept, full and regular books of account, which shall at all times be open to inspection by the Association, through its proper officers or accountants or by the proper officers of the Government of the United States of America. All the transactions of the Association at the several branches shall be reported promptly to the Association by the officer, manager or other agent-in-charge thereof. Such officer as may have supervision over the foreign branches of the Association, may from time to time specify with respect to each branch the fiscal periods for ascertainment or remittance of profits and, generally, for its accounting purposes.
ARTICLE VII
Fiduciary Powers
Section 1. Assignment of Fiduciary Powers. All fiduciary powers of the Association shall be exercised, subject to such regulations as the Office of the Comptroller of the Currency shall from time to time establish, by one or more Directors, officers, employees or committees as the Board of Directors shall from time to time determine.
Section 2. Authentication and Signature of Instruments. All authentications or certificates by the Association, as Trustee under any mortgage, deed of trust or other instrument securing bonds, debentures, notes, or other obligations of any corporation, and all certificates as Registrar or Transfer Agent and all certificates of deposit for stocks and bonds, and interim certificates and trust certificates, may be signed or countersigned in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, any Senior Vice President, the Secretary, any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, any Assistant Vice President, any Manager, any Senior Trust Officer, any Assistant Manager, any Trust Officer, or any officer with rank equivalent to any of the foregoing as may be designated by the Secretary, or by any other person appointed for that purpose by the Board of Directors or pursuant to these By-laws. Any such signature or countersignature may be executed and delivered as a physical wet-ink signature or via facsimile or digital scan of the same, or by such other means and method as allowable under applicable governing law.
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ARTICLE VIII
Stock and Stock Certificates
Section 1. Transfers. Shares of stock shall be transferable on the books of the Association, and transfer books shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to their shares, succeed to all the rights and liabilities of the prior holder of such shares. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable, from time to time, to act as transfer agents or co-transfer agents and registrars or co-registrars of the stock of the Association.
Section 2. Stock Certificates. Certificates of stock shall bear the signature of either the Chair, the Chief Executive Officer, President, Chief Financial Officer or Treasurer (which may be engraved, printed or impressed) and shall either (a) bear the engraved, printed or impressed signature of the Secretary, be countersigned manually by a duly authorized transfer agent or co- transfer agent of the stock of the Association and be registered by a duly appointed registrar or co-registrar of the stock of the Association, or (b) be signed manually by the Secretary or by any Assistant Secretary or officer designated as an Authorized Officer of the Association and countersigned by any other Assistant Secretary or officer designated as an Authorized Officer, and, in either case the seal of the Association shall be engraved, printed or impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association by the holder thereof or their attorney, upon surrender of the certificate properly endorsed.
Section 3. Record Date and Closing Transfer Books. The Board of Directors may prescribe a period of not more than thirty days during which no transfer of shares of stock on the books of the Association may be made or in lieu thereof may fix a record date and hour, for the purpose of determining the shareholders entitled to any dividend or distribution, or to notice respecting any meeting of the shareholders or any matter as to which the consent or dissent of shareholders may effectively be expressed without a meeting, and to vote or otherwise act at such meeting or concerning such matter. Any record date thus fixed shall not be prior to the date of declaration of such dividend or distribution or giving notice to the shareholders respecting such meeting or matter, nor shall it be more than thirty days prior to the date fixed for such meeting or expression of such consent or dissent.
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ARTICLE IX
Corporate Seal
The Secretary or any Assistant Secretary, or other officer thereunto designated by the Secretary, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal, effective as of January 1, 2016, shall be substantially in the following form:
ARTICLE X
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents, may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, or any Executive Vice President, or any Senior Vice President, or the Secretary, or the Chief Auditor, or any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, or, if in connection with the exercise of any of the fiduciary powers of the Association, by any of said officers or by any Senior Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 2 are supplementary to any other provisions of these By-laws.
Section 3. Records. The Articles of Association, the By-laws and the proceedings of all meetings of the shareholders, the Board of Directors, the Executive Committee, and other standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as Secretary of the meeting.
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Section 4. Banking Hours. The Head Office of the Association and its branch offices shall be open for business on such days and during such hours as the Association shall establish from time to time consistent with applicable law.
Section 5. Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes, the Association has elected to follow the corporate governance procedures contained in the Delaware General Corporation Law.
ARTICLE XI
By-laws
Section 1. Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours.
Section 2. Amendments. These By-laws may be amended, altered or repealed, at any meeting of the Board of Directors, by a vote of a majority of the whole number of the Directors.
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EXHIBIT 7
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars |
2024 | 2023 | ||||||
| Assets |
||||||||
| Cash and due from banks (including segregated cash and other deposits) |
$ | 22,782 | $ | 27,342 | ||||
| Deposits with banks, net of allowance |
253,750 | 233,590 | ||||||
| Securities borrowed and purchased under agreements to resell (including $140,855 and $206,059 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |
274,062 | 345,700 | ||||||
| Brokerage receivables, net of allowance |
50,841 | 53,915 | ||||||
| Trading account assets (including $193,291 and $197,156 pledged to creditors at December 31, 2024 and 2023, respectively) |
442,747 | 411,756 | ||||||
| Investments: |
||||||||
| Available-for-sale debt securities (including $5,389 and $11,868 pledged to creditors as of December 31, 2024 and 2023, respectively) |
226,876 | 256,936 | ||||||
| Held-to-maturity debt securities, net of allowance (fair value of which is $224,410 and $235,001 as of December 31, 2024 and 2023, respectively) (includes $0 and $71 pledged to creditors as of December 31, 2024 and 2023, respectively) |
242,382 | 254,247 | ||||||
| Equity securities (including $578 and $766 as of December 31, 2024 and 2023, respectively, at fair value) |
7,399 | 7,902 | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 476,657 | $ | 519,085 | ||||
| Loans: |
||||||||
| Consumer (including $281 and $313 as of December 31, 2024 and 2023, respectively, at fair value) |
393,102 | 389,197 | ||||||
| Corporate (including $7,759 and $7,281 as of December 31, 2024 and 2023, respectively, at fair value) |
301,386 | 300,165 | ||||||
|
|
|
|
|
|||||
| Loans, net of unearned income |
$ | 694,488 | $ | 689,362 | ||||
| Allowance for credit losses on loans (ACLL) |
(18,574 | ) | (18,145 | ) | ||||
|
|
|
|
|
|||||
| Total loans, net |
$ | 675,914 | $ | 671,217 | ||||
| Goodwill |
19,300 | 20,098 | ||||||
| Intangible assets (including MSRs of $760 and $691 as of December 31, 2024 and 2023, respectively) |
4,494 | 4,421 | ||||||
| Premises and equipment, net of depreciation and amortization |
30,192 | 28,747 | ||||||
| Other assets (including $13,703 and $12,290 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |
102,206 | 95,963 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,352,945 | $ | 2,411,834 | ||||
|
|
|
|
|
|||||
Statement continues on the next page.
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| CONSOLIDATED BALANCE SHEET (Continued) | Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars, except shares and per share amounts |
2024 | 2023 | ||||||
| Liabilities |
||||||||
| Deposits (including $3,608 and $2,440 as of December 31, 2024 and 2023, respectively, at fair value) |
$ | 1,284,458 | $ | 1,308,681 | ||||
| Securities loaned and sold under agreements to repurchase (including $49,154 and $62,485 as of December 31, 2024 and 2023, respectively, at fair value) |
254,755 | 278,107 | ||||||
| Brokerage payables (including $5,207 and $4,321 as of December 31, 2024 and 2023, respectively, at fair value) |
66,601 | 63,539 | ||||||
| Trading account liabilities |
133,846 | 155,345 | ||||||
| Short-term borrowings (including $12,484 and $6,545 as of December 31, 2024 and 2023, respectively, at fair value) |
48,505 | 37,457 | ||||||
| Long-term debt (including $112,719 and $116,338 as of December 31, 2024 and 2023, respectively, at fair value) |
287,300 | 286,619 | ||||||
| Other liabilities, plus allowances |
68,114 | 75,835 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 2,143,579 | $ | 2,205,583 | ||||
|
|
|
|
|
|||||
| Stockholders’ equity |
||||||||
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2024 - 714,000 and as of December 31, 2023 - 704,000, at aggregate liquidation value |
$ | 17,850 | $ | 17,600 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2024 - 3,099,719,006 and as of December 31, 2023 - 3,099,691,704 |
31 | 31 | ||||||
| Additional paid-in capital |
109,117 | 108,955 | ||||||
| Retained earnings |
206,294 | 198,905 | ||||||
| Treasury stock, at cost: December 31, 2024 - 1,222,647,540 shares and December 31, 2023 - 1,196,577,865 shares |
(76,842 | ) | (75,238 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(47,852 | ) | (44,800 | ) | ||||
|
|
|
|
|
|||||
| Total Citigroup stockholders’ equity |
$ | 208,598 | $ | 205,453 | ||||
| Noncontrolling interests |
768 | 798 | ||||||
|
|
|
|
|
|||||
| Total equity |
$ | 209,366 | $ | 206,251 | ||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 2,352,945 | $ | 2,411,834 | ||||
|
|
|
|
|
|||||
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
145