________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~Earliest Event Reported):~~1934

Date of Report (Date of Earliest Event Reported): February 15 21, 2019

~~__________~~ THE WALT DISNEY COMPANY

~~The~~(Exact ~~Walt~~Name ~~Disney~~of ~~Company~~Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Delaware		1-11605		95-4545390
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~Delaware~~500 South Buena Vista Street Burbank, California 91521

(~~State~~Address orof ~~other~~Principal ~~jurisdiction~~Executive ofOffices) ~~incorporation~~(Zip Code)

1-11605		95-4545390
(Commission File Number)		(IRS Employer Identification No.)
500 South Buena Vista Street
Burbank, California		91521
(Address of principal executive offices)		(Zip Code)

818 560-1000

(~~818~~Registrant’s Telephone Number, Including Area Code) ~~560-1000~~

~~(Registrant’s~~Not ~~telephone number, including area code)~~Applicable

~~Not~~(Former ~~applicable~~Name or Former Address, if Changed Since Last Report)

~~(Former~~Check ~~name~~the orappropriate ~~address,~~box below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Indicate~~☐ byWritten ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the~~Rule ~~registrant~~425 isunder anthe ~~emerging~~Securities ~~growth~~Act ~~company~~(17 asCFR ~~defined~~230.425) in☐ asSoliciting ~~defined~~material inpursuant to Rule ~~405~~14a-12 ofunder the ~~Securities~~Exchange Act of(17 ~~1933~~CFR ~~(§230~~240.~~405~~14a-12) of☐ ~~this~~Pre-commencement ~~chapter)~~communications orpursuant to Rule ~~12b~~14d-2(b) ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14d-2(b)) of☐ ~~this~~Pre-commencement ~~chapter~~communications pursuant to Rule 13e-4(c). under the Exchange Act (17 CFR 240.13e-4(c))

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

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

~~Check~~If ~~the~~an ~~appropriate~~emerging ~~box~~growth ~~below~~company, indicate by check mark if the ~~Form~~registrant ~~8-K~~has ~~filing~~elected isnot ~~intended~~ to ~~simultaneously~~use ~~satisfy~~ the ~~filing~~extended ~~obligation~~transition ofperiod ~~the~~for ~~registrant~~complying ~~under~~with any ofnew ~~the~~or ~~following~~revised ~~provisions~~financial ~~(see~~accounting ~~General~~standards ~~Instruction~~provided ~~A.2.~~pursuant ~~below~~to Section 13(a): of the Exchange Act. ☐

¨Item ~~Written~~8.01. ~~communications~~Other ~~pursuant to Rule 425 under the Securities Act (17 CFR 230~~Events.~~425)~~

¨On ~~Soliciting~~February ~~material~~21, ~~pursuant~~2019, toThe ~~Rule~~Walt ~~14a-12~~Disney ~~under~~Company (the "Company") announced the extension of the expiration date of the offers to exchange (the "Exchange ~~Act~~Offers") any and all outstanding notes (17the ~~CFR~~"21CFA ~~240~~Notes") issued by 21st Century Fox America, Inc.~~14a~~ ("21CFA"), a wholly-12owned subsidiary of Twenty-First Century Fox, Inc. ("21CF"), for up to $18,128,740,000 aggregate principal amount of new notes to be issued by TWDC Holdco 613 Corp. ("New Disney") and cash and the related consent solicitations (the "Consent Solicitations") being made by New Disney on behalf of 21CFA to adopt certain proposed amendments to the indentures governing the 21CFA Notes. New Disney extended such expiration date from 5:00 p.m., New York City time, on February 26, 2019, to 5:00 p.m., New York City time, on March 5, 2019 (as the same may be further extended, the "Expiration Date").

¨The ~~Pre-commencement~~Exchange ~~communications~~Offers and Consent Solicitations are being made pursuant to ~~Rule~~the ~~14d-2~~terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated October 5, 2018 (bas amended by a supplement dated October 15, 2018) ~~under~~and the ~~Exchange~~related ~~Act~~letter of transmittal (17as ~~CFR~~amended ~~240.14d-2~~by a supplement dated October 15, 2018), each as amended by the related press releases dated October 29, 2018, November 27, 2018, January 8, 2019, January 18, 2019, January 25, 2019, January 29, 2019, January 30, 2019, February 6, 2019 and the attached press release, and are conditioned upon the closing of New Disney's acquisition (bthe "Acquisition")) of 21CF, which condition may not be waived by New Disney, and certain other conditions that may be waived by New Disney.

¨The ~~Pre-commencement~~settlement ~~communications~~of ~~pursuant~~the Exchange Offers and Consent Solicitations is expected to ~~Rule~~occur ~~13e-4(c)~~promptly, ~~under~~but at least two business days, after the ~~Exchange~~Expiration ~~Act~~Date ~~(17~~and ~~CFR~~is ~~240~~expected to occur on or about the closing date of the Acquisition.~~13e-4~~ The closing of the Acquisition is expected to occur in the first half of calendar year 2019 and, as a result, the Expiration Date may be further extended one or more times. The Company currently anticipates providing notice of any such extension in advance of the Expiration Date. If, at the Expiration Date, the conditions to the Exchange Offers and Consent Solicitations (cother than the consummation of the Acquisition)) have been satisfied or waived, then settlement will occur on or about the date the Acquisition is consummated. If the Acquisition is not consummated, or settlement does not otherwise occur, promptly following the Expiration Date, then the 21CFA Notes will be promptly returned to the tendering holders.

~~________________________________________________________________________~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Item~~Cautionary ~~8.01~~Notes ~~Other~~on ~~Events~~Forward Looking Statements

~~Effective~~This ~~for~~communication ~~fiscal~~contains ~~2019~~"forward-looking statements" within the meaning of the federal securities laws, ~~The~~including ~~Walt~~Section ~~Disney~~27A ~~Company~~of (the ~~Company)~~Securities isAct ~~reporting~~of ~~segment~~1933, ~~operating~~as ~~results~~amended, ~~for~~and Section 21E of the ~~following~~Securities ~~four~~Exchange ~~segments:~~Act ~~Media~~of ~~Networks;~~1934, ~~Studio~~as ~~Entertainment;~~amended. ~~Parks~~In this context, ~~Experiences~~forward-looking &statements ~~Consumer~~often ~~Products~~address expected future business and ~~Direct~~financial performance and financial condition, and often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", "see", "will", "would", "target", similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Acquisition and the anticipated benefits thereof and the expected timing of completion of the Exchange Offers and the Consent Solicitations. These and other forward-~~Consumer~~looking &statements ~~International~~are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the Acquisition or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to the risk: (~~DTCI~~i). ~~The~~that ~~Company~~the ~~has~~completion ~~combined~~of the ~~operations~~Acquisition may not occur on the anticipated terms and ~~management~~timing or at all, (ii) that the regulatory approvals required for completion of ~~Parks~~the &Acquisition ~~Resorts~~are ~~and~~not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the ~~Consumer~~anticipated ~~Products~~benefits &from ~~Interactive~~the ~~Media~~Acquisition ~~segments~~or ~~into~~cause the parties to abandon the Acquisition, (iii) that a ~~new~~condition ~~business~~to ~~unit~~closing of the Acquisition may not be satisfied (including, ~~Parks~~but not limited to, ~~Experiences~~the &receipt ~~Consumer~~of ~~Products~~legal ~~and~~opinions with respect to the treatment of certain ~~businesses~~aspects of the Acquisition under U.S. and Australian tax laws), (iv) that ~~were~~the ~~previously~~anticipated ~~reported~~tax intreatment ~~Media~~of ~~Networks~~the Acquisition is not obtained, ~~Studio~~(v) ~~Entertainment~~that potential litigation relating to the Acquisition is instituted against 21CF, the Company, New Disney or their respective directors, (vi) of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and ~~Consumer~~losses ~~Products~~on &the ~~Interactive~~future ~~Media~~prospects, ~~are~~business ~~now~~and ~~reported~~management strategies for the management, expansion and growth of New Disney's operations after the consummation of the Acquisition and on the other conditions to the completion of the Acquisition, and (vii) of adverse legal and regulatory developments or determinations or adverse changes in, ~~DTCI~~or interpretations of, U.S., Australian or other foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the Acquisition or cause the terms of the Acquisition to be modified, as well as management's response to any of the aforementioned factors.

InAdditional ~~addition,~~factors ~~the~~are ~~Company~~set ~~changed~~forth in the ~~reporting~~Company's ~~for~~Annual ~~intersegment~~Report ~~content~~on ~~transactions~~Form ~~from~~10-K ~~“net”~~for tothe ~~“gross”~~year asended weSeptember ~~expect~~29, ~~our~~2018 ~~Studio~~under ~~Entertainment~~Item ~~and~~1A, ~~Media~~"Risk ~~Networks~~Factors", ~~segments~~and ~~will~~in ~~provide~~subsequent ~~significant amounts of content to our DTCI segment~~reports.

~~Exhibit~~Item 999.~~1 sets forth, and incorporated herein by reference are, Items 1, 7 and 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2018~~01. ~~This~~Financial ~~Current~~Statements ~~Report does not reflect events occurring after the November 21, 2018 filing date of the Annual Report~~ and ~~does not modify or update the disclosures therein except to present the new reporting structure and reflect the gross presentation of intersegment content transactions~~Exhibits.

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

(d) Exhibits

Exhibit Number	Description

99.1	Press Release, dated February 21, 2019, issued by The Walt Disney Company.

23 -	Consent of PricewaterhouseCoopers LLP
99.1 -	Updates to Annual Report on Form 10-K:- Part I, Item 1. Business- Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations- Part II, Item 8. Financial Statements and Supplementary Data
101 -	The following materials from the Company’s Annual Report on Form 10-K for the year ended September 29, 2018 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes

SIGNATURES

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

~~Pursuant~~THE toWALT ~~the~~DISNEY ~~requirements~~COMPANY ofBy: ~~the~~/s/ ~~Securities~~Roger ~~Exchange~~J. ~~Act~~Patterson ofName: ~~1934,~~Roger ~~the~~J. ~~Registrant~~Patterson ~~has~~Title: ~~duly~~Associate ~~caused~~General ~~this~~Counsel ~~report~~Registered toIn-House ~~be signed on its behalf by the undersigned hereunto duly authorized.~~ Counsel

~~The Walt Disney Company By~~Dated: February ~~/s/ Brent A. Woodford Brent A. Woodford Executive Vice President Controllership~~21, ~~Financial Planning and Tax~~2019

Dated: February 15, 2019

Filing Compare · TWDC Enterprises 18 Corp.