U.S.$4,000,000,000 Programme for the Issuance of Debt Instruments
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PROSPECTUS KLMN (incorporated with limited liability in the State of Delaware, United States of America) U.S.$4,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS This base prospectus (the ‘‘Prospectus’’) has been approved by the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (‘‘Prospectus Act 2005’’) for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) as amended (which includes the amendments made by Directive 2010/73/EU (the ‘‘2010 PD Amending Directive’’) and includes any relevant implementing measure in a relevant Member State of the European Economic Area). Application has also been made to the Luxembourg Stock Exchange for debt instruments (the ‘‘Instruments’’) issued under the programme (the ‘‘Programme’’) to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (a ‘‘Regulated Market’’). This Prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Notice of the aggregate nominal amount of Instruments, interest (if any) payable in respect of Instruments, the issue price of Instruments and certain other information which is applicable to each Tranche (as defined under ‘‘Terms and Conditions of the Instruments’’) of Instruments will be set out in a final terms (the ‘‘Final Terms’’) which, with respect to Instruments to be listed on the official list of the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Instruments may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between The Walt Disney Company (the ‘‘Issuer’’) and the relevant Dealer. The Issuer may also issue unlisted Instruments and/or Instruments not admitted to trading on any market. The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may not be offered or sold within the United States or its possessions or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act. Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments is rated, its rating will be specified in the applicable Final Terms along with confirmation of whether or not such credit rating applied for in relation to the relevant Series of Instruments (as defined under ‘‘Terms and Conditions of the Instruments’’) will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (the ‘‘CRA Regulation’’). A list of registered credit rating agencies is available on the European Securities and Markets Authority (‘‘ESMA’’) website at www.esma.europa.eu/page/ List-registered-and-certified-CRAs (list last updated on 1st December, 2015). Arranger for the Programme BNP PARIBAS Dealers BANCA IMI BNP PARIBAS BNY MELLON CAPITAL MARKETS EMEA BofA MERRILL LYNCH LIMITED CITIGROUP CREDIT SUISSE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC ING J.P. MORGAN LLOYDS BANK MIZUHO SECURITIES MORGAN STANLEY MUFG RBC CAPITAL MARKETS SANTANDER GLOBAL CORPORATE BANKING SMBC NIKKO SOCIET´ E´ GEN´ ERALE´ CORPORATE & STANDARD CHARTERED BANK INVESTMENT BANKING TD SECURITIES WELLS FARGO SECURITIES 25th February, 2016 IMPORTANT NOTICES This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Instruments under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined herein). No person has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained, or incorporated by reference, in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in this Prospectus is true and correct at any time subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or, if different, the date indicated in the document containing the same or that there has been no adverse change in the financial situation of the Issuer since the date hereof or, as the case may be, the date upon which this Prospectus has been most recently amended or supplemented or of the most recent financial statements which are deemed to be incorporated into this Prospectus by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this Prospectus or any Final Terms and other offering material relating to the Instruments, see ‘‘Subscription and Sale’’. In particular, Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may include Instruments in bearer form which are subject to U.S. tax law requirements. Instruments may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act) (other than distributors) unless the Instruments are registered under the Securities Act or an exemption from such registration requirements is available. Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Prospectus may only be used for the purposes for which it has been published. Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Instruments. Each recipient of this Prospectus or any Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer. 2 All references in the Prospectus to ‘‘$’’, ‘‘Dollars’’, ‘‘U.S.$’’ or ‘‘U.S. dollars’’ refer to United States dollars, references to ‘‘Sterling’’ or ‘‘£’’ are to pounds sterling and to ‘‘euro’’ and ‘‘A’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended. For the avoidance of doubt, the contents of any websites listed in this Prospectus, save for any documents contained within such websites that have been explicitly incorporated by reference into this Prospectus, do not form part of this Prospectus. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS UNDER THE PROGRAMME, THE DEALER OR DEALERS (IF ANY) APPOINTED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) MAY OVER-ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS.