[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","emm0twfvf7283mxrxnd1bt8ym","revision",2,"title","Walmart 计划发行30亿美元债券用于一般企业用途","originalTitle","Walmart Inc. (0000104169) (Filer)","summary","Walmart Inc. 计划发行总额30亿美元的债券，包括四期票据：2029年到期5.050%票据7.5亿美元、2031年到期5.150%票据5亿美元、2033年到期5.350%票据10亿美元、2036年到期5.550%票据7.5亿美元。发行价格为面值的99.994%至99.330%，预计净得约29.85亿美元，预计交割日为2026年10月23日。","reason","此次30亿美元债券发行为Walmart提供了约29.85亿美元的净资金，用于一般企业用途及债务再融资。固定利率区间5.050%至5.550%反映了当前市场环境，但无既定交易市场及承销商对冲操作可能带来流动性风险。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_78":88},"publishedAt","2026-10-21T20:38:11.000Z","discoveredAt","2026-10-21T20:51:37.679Z","timelineAt","category","ai-products","tags",[84,85],"stockSymbols",[83],"score",74,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f1iSlVyPGwLg",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","8f6a3b8f-b687-4ae0-9307-acf6dbf3da96","Walmart 计划发行30亿美元债券",{"_73":74,"_16":75},"

根据规则424(b)(5)提交
注册编号 333-275878

招股说明书补充材料

（截至2023年12月4日的招股说明书）

$3,000,000,000

\n\n\n $\"LOGO\"$ \n

沃尔玛公司

7.5亿美元 2029年到期的5.050%债券

5亿美元 2031年到期的5.150%债券

10亿美元 2033年到期的5.350%债券

7.5亿美元 2036年到期的5.550%债券

沃尔玛公司正在发行7.5亿美元本金总额的2029年到期的5.050%债券（“2029年债券”），5亿美元本金总额的2031年到期的5.150%债券（“2031年债券”），10亿美元本金总额的2033年到期的5.350%债券（“2033年债券”）以及7.5亿美元本金总额的2036年到期的5.550%债券（“2036年债券”，并包括2029年债券、2031年债券和2033年债券，统称为“债券”）。

我们将根据此处指定的日期支付每一系列债券的利息，每次支付的年利率如上所示。每一系列债券将在此处指定的日期到期。详见本招股说明书补充材料中的“债券描述”。

每一系列债券均可由我们选择全部或部分赎回，具体详情请参见本招股说明书补充材料中的“债券描述—选择性赎回”。

每一系列债券均为我们的高级无担保债务，与其他高级无担保债务具有同等地位，且不可转换或交换。

投资债券涉及某些风险。详见本招股说明书补充材料第S-6页开始的“风险因素”。


	公开发行价格(1)			承销折扣			沃尔玛的所得款(2)
	每张债券			总计			每张债券	总计		每张债券		总计
2029年债券		99.994	%		$	749,955,000		0.250	%	$	1,875,000		99.744	%	$	748,080,000
2031年债券		99.800	%		$	499,000,000		0.350	%	$	1,750,000		99.450	%	$	497,250,000
2033年债券		99.873	%		$	998,730,000		0.400	%	$	4,000,000		99.473	%	$	994,730,000
2036年债券		99.780	%		$	748,350,000		0.450	%	$	3,375,000		99.330	%	$	744,975,000

\n\n\n

(1)	加上自2026年10月23日起的应计利息，如有。

\n\n\n

(2)	在扣除交易费用和自2026年10月23日起的应计利息（如有）后。

美国证券交易委员会或美国任何州证券委员会或外国监管机构均未批准或否决这些证券，也未对本招股说明书补充材料或附带的招股说明书的准确性或充分性发表意见。与此相反的任何陈述均为犯罪行为。

每一系列债券均为新发行的证券，没有已建立的交易市场。这些债券不会在任何证券交易所上市交易。

承销商预计将在2026年10月23日左右通过美国存管信托公司（The Depository Trust Company）的簿记入账交付系统，将债券交付给购买者，记入其直接和间接参与者的账户，包括Clearstream Banking, S.A.和Euroclear Bank SA/NV，这是本招股说明书补充材料发布日期后的第四个交易日。此结算日期可能会影响债券的交易。详见“承销—其他事项—延长结算”。

联合主承销商

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法国巴黎银行		美国银行证券		摩根士丹利

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花旗集团		高盛集团& Co. LLC	富国证券

*高级副主承销商*
巴克莱		汇丰银行		摩根大通
瑞穗	美国银行公司
*副主承销商*
BBVA	英国国民西敏寺银行	桑坦德银行	加拿大丰业银行	三井住友银行
标准渣打银行	道明证券	工商银行标准银行	循环资本市场	城堡橡树证券有限公司
独立点证券	R. Seelaus & Co., LLC	拉米雷斯 & 公司

2026年10月19日

招股说明书补充


	页
关于本招股说明书补充		S-ii
您可在何处找到更多信息		S-ii
参考信息的纳入		S-iii
关于前瞻性声明的警示性声明		S-iii
概要		S-1
风险因素		S-6
募集资金的用途		S-8
资本结构		S-9
债券的描述		S-10
无纸化发行与结算		S-14
美国联邦所得税考虑		S-16
承销		S-17
法律事务		S-24
专家		S-24

招股说明书

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关于本招股说明书			1
您可在何处找到更多信息			2
参考信息的纳入			3
关于前瞻性声明的警示性声明			4
风险因素			6
沃尔玛公司			9
募集资金的用途			10
债务证券的描述			11
无纸化发行与结算			26
美国联邦所得税考虑			31
分销计划			42
法律事务			47
专家			47

S-i

关于本招股说明书补充

本文件分为两部分。第一部分是本招股说明书补充，它描述了债券发行的条款。第二部分是随附的招股说明书，日期为2023年12月4日，我们称之为“随附招股说明书”。随附招股说明书包含我们债务证券某些一般条款的描述，包括每一系列的债券，并提供了更多一般性信息，其中一些可能不适用于债券。

您应仅依赖本招股说明书补充或其引用的，以及随附招股说明书中的信息，以及我们提交给证券交易委员会（“SEC”）的任何免费印刷招股说明书中的信息，以评估并决定是否投资于债券。

如果本招股说明书补充中的信息与随附招股说明书中的信息不一致，您应以本招股说明书补充中的信息为准，本招股说明书补充将取代随附招股说明书中的信息。我们和承销商未授权任何其他人向您提供不同的信息。如果有人向您提供不同的或不一致的信息，您不应依赖它。您不应假定本招股说明书补充和随附招股说明书或任何免费印刷招股说明书中的信息在除各自日期以外的任何日期都是准确的。自这些日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。

除非上下文另有要求，或在本招股说明书补充文件、附带的招股说明书或本招股说明书补充文件和附带的招股说明书中引用的信息中另有说明，术语“Walmart Inc.”、“Walmart”、“公司”、“我们”、“我们公司”、“我们的”和“我们的公司”指Walmart Inc.及其合并附属公司。然而，在本招股说明书补充文件的“债券描述”部分和附带招股说明书的“债务证券描述”部分中，“公司”、“我们”、“我们公司”和“我们的”指的是Walmart Inc.（仅母公司），而不是其任何附属公司。

您不应将本招股说明书补充文件或附带招股说明书中的任何信息视为投资、法律或税务建议。我们鼓励您咨询自己的律师、会计师和其他顾问，以获取有关购买债券的法律、税务、商业、财务及相关建议。

本招股说明书补充文件和附带的招股说明书仅可用于与债券发行有关的用途。

在某些司法管辖区，分发本招股说明书补充文件和附带的招股说明书以及发行或出售债券可能受到法律限制。我们和承销商要求任何持有本招股说明书补充文件和附带招股说明书的人士了解并遵守任何适用的限制。本招股说明书补充文件和附带的招股说明书不得用于或与任何在该司法管辖区未获授权的要约或招揽，或不得向在该司法管辖区向其作出该要约或招揽是非法的人士提供。详见本招股说明书补充文件中的“承销”。

您可在哪里找到更多信息

有关您可在哪里找到有关公司的更多信息的讨论，请参见附带招股说明书中的“您可在哪里找到更多信息”。

S-ii

参考信息的纳入

根据证券交易委员会（SEC）的规则，我们“通过引用纳入”到本招股说明书补充文件和附带招股说明书中的以下文件：

\n\n\n\n\n

•

我们截至2026年1月31日财年的年度报告，即10-K表（“我们的10-K表年度报告”）；

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•

我们于2026年4月23日向证券交易委员会提交的最终代理声明，即14A表中被引用纳入我们截至2026年1月31日财年年度报告的部分；

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•

我们截至2026年4月30日和7月31日季度期间的季度报告，即10-Q表；和

\n\n\n\n\n

•

我们于2026年3月13日、3月27日、4月30日和6月5日向证券交易委员会提交的当前报告，即8-K表。

我们还将通过引用将我们根据《1934年证券交易法》（以下简称“证券交易法”）第13(a)、13(c)、14或15(d)条向证券交易委员会（SEC）提交的任何未来文件纳入本招股说明书补充文件和附带招股说明书（但不包括此类文件中向SEC提交而非提交的文件内容）。未来将通过引用纳入本招股说明书补充文件和附带招股说明书的文件将包括我们的年度报告10-K表（包括在14A表最终代理声明中通过引用纳入的部分）、季度报告10-Q表和当前报告8-K表（排除根据当前报告8-K的第2.02项或第7.01项提交的任何已提交而非提交的信息），只要本招股说明书所属的注册声明仍然有效。

有关本招股说明书补充文件和附带招股说明书所包含的引用信息的更多信息，请参见附带招股说明书中的“通过引用纳入的信息”。本招股说明书补充文件和附带招股说明书内任何文件中包含的陈述将自动更新，并在适用时取代本招股说明书补充文件和附带招股说明书内或通过引用纳入的任何信息。

关于前瞻性声明的警示声明

本招股说明书补充文件和附带招股说明书，包括此处或其中通过引用纳入的文件，包含或通过引用纳入某些可能被视为《1995年私人证券诉讼改革法案》中定义的“前瞻性声明”的陈述，这些陈述旨在享受该法案提供的对前瞻性声明的免责保护。此类前瞻性声明并非历史事实的陈述，而是表达我们对合并后或我们某一业务部门的未来期间或未来日期或事件或未来可能发生的情况的经济表现或经营成果的估计或期望，或讨论我们的计划、目标或宗旨。这些前瞻性声明涉及：

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•

全球经济、地缘政治和商业状况、趋势和事件，以及我们在其中运营的市场，包括通货膨胀或通货紧缩，尤其是在某些产品类别中，供应链挑战的影响、关税和经济衰退压力；

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•

关税税率的变化或修改、对此的豁免或对进口商品新关税或新税的实施，以及贸易限制的变化或修改或对新贸易限制的实施；

S-iii

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•

我们业务的增长或未来竞争地位的变化，或在或在特定期间内的一般情况以及特定市场、部门或业务线的情况，包括但不限于广告、履行、医疗保健和金融服务；

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•

特定期间内或期间内的金额、数量、增长、增加、减少或下降情况，以及特定财务项目或指标或运营指标，包括我们的每股收益、净销售额、增长率、同店和俱乐部销售额、我们的电子商务销售额、负债、某些类别的费用，包括基于股票的薪酬、费用杠杆、运营收入、回报、特定类型的资本和运营投资或支出以及新门店和俱乐部的开业情况、库存水平和相关成本、产品组合和特定商品的需求、消费者信心、可支配收入、信贷可获得性、消费水平、购物模式和债务水平；

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•

我们在电子商务、技术（包括人工智能的使用）、自动化、供应链、新门店和俱乐部以及翻新和其他全渠道客户计划（如当日取货和送货）方面的不断增加的投资；

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•

我们将进行的投资和资本支出以及其中某些投资和资本支出的预期融资方式；

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•

我们的员工策略，包括在我们的门店、俱乐部和其他设施中招聘必要人员的可用性以及劳动力成本变化的潜在影响；

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•

汇率波动对我们合并报表或一个或多个部门的经营成果的影响；

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•

公司通过股票回购和股息继续向股东提供回报，以及在一定时期内使用股票回购授权或某部分股票回购的资金来源；

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•

我们的流动性来源，包括我们的现金，将继续足以支持我们的运营、融资我们的全球投资和扩张活动、支付股息和资助股票回购；

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•

经营现金流、我们当前的现金状况以及进入资本市场或信贷的渠道将继续足以满足我们预期的运营现金流需求；

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•

特定期间的有效税率以及某些递延税资产的实现以及税务相关事项解决的影响；

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•

我们在经营市场及其他地区制定或实施的新政府政策、计划、倡议和行动，以及与这些政策、计划和倡议有关的行动（包括但不限于监管机构执法重点的变化）；

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•

我们涉及的诉讼或其他程序或调查的不利裁决或和解对我们经营成果或财务状况的影响，以及我们可能因此产生的负债、义务和费用（如有），包括我们自保的普通责任索赔费用；

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•

我们采用某些新会计准则或对现有会计准则的修订对我们经营成果或财务状况的影响；或

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•

我们与环境、社会和治理重点相关的承诺、意图、计划或目标，包括但不限于我们环境和供应链的可持续性、促进经济机会或其他社会倡议。

我们的前瞻性声明可能还包括我们运营策略、计划和目标的陈述，包括我们运营中的未来关注领域，以及我们作出的任何前瞻性声明所依据的假设。

S-iv

我们做出的前瞻性声明通常可以通过其中使用的以下词语和短语来识别，例如“旨在”、“预期”、“相信”、“继续”、“可能”、“可能增加”、“可能发生”、“可能导致”、“估计”、“扩张”、“期望”、“预期”、“预计”、“重点”、“预测”、“目标”、“增长”、“指导”、“打算”、“投资”、“预计”、“可能继续”、“可能波动”、“可能增长”、“可能影响”、“可能导致”、“目标”、“计划”、“优先事项”、“项目”、“应该”、“战略”、“将”、“我们将”、“将增加”、“将允许”、“将”、“将受益”、“将改变”、“将出现”、“将继续”、“将减少”、“将增长”、“将有”、“将影响”、“将包括”、“将增加”、“将开放”、“将保持”、“将导致”、“将保持”、“将加强”、“将”、“将减少”和“将增加”，这些词语或短语的变体，以及其他以“将”或类似词语开头的短语，表示预期或预期的发生或结果。

影响我们业务的风险、因素和不确定性

我们的业务运营受到众多风险、因素和不确定性的影响，这些风险、因素和不确定性在国内和国际上，超出我们的控制范围。\n这些风险、因素和不确定性中的一种或多种可能会对我们的前瞻性声明中提到的任何事项产生重大影响，并可能导致我们的实际结果或实际事件或情况与前瞻性声明中描述的结果或事件或情况有重大差异。这些风险、因素和不确定性可能具有全球性影响，也可能只影响我们在某些市场中的运营，可能对我们整体产生影响，也可能只影响我们的一些报告业务部门，包括但不限于：

经济因素

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全球经济、地缘政治、资本市场和商业状况、趋势和事件，以及我们所处市场的全球和本地情况；

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关税税率的变化或修改，或对进口商品的关税豁免，或新关税或新税的征收；

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贸易限制的变化或修改，或新贸易限制的实施；\n

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汇率波动；

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市场利率的变化；

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通货膨胀或通货紧缩，普遍情况以及某些产品类别中的情况；

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运输、能源和公用事业成本；

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商品价格，包括石油和天然气的价格；

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各市场工资水平的变化；

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各种市场（包括电子商务市场）规模的变化；

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失业率；

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消费者信心、可支配收入、信贷可获得性、消费水平、购物模式、债务水平以及对某些商品的需求；

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全球以及我们所处市场中消费者购物习惯的趋势；\n

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消费者参与健康和药品保险计划的情况，以及这些计划的报销率和药品目录；以及

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竞争对手的举措、竞争对手进入和扩大我们的市场或业务领域，以及竞争压力；

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运营因素

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我们以美元和各种外币计价的净销售额和运营费用金额；\n

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公司的财务表现以及我们各业务部门的财务表现，包括我们在不同期间的现金流金额；

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我们门店和俱乐部的客户交易量和平均购物金额，以及我们在电子商务平台上的交易量；\n

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我们销售的商品种类以及客户购买的商品；

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供应商供货的可用性以及从供应商处采购商品的成本；

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我们战略、计划、项目和举措的实施和运营的有效性；

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我们在电子商务、技术、人才和自动化方面的投资对财务和运营的影响；

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供应链中断和生产、劳动力短缺以及劳动力成本的增加；

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收购、出售、门店或俱乐部关闭以及其他战略决策的影响；

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我们成功整合收购企业的能力；

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我们目标和计划的意外变化；

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我们经历的库存损耗金额；

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消费者对我们门店和俱乐部、电子商务平台、项目、商品供应和配送方式的接受度和反应；

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我们的毛利，包括药房毛利和其他产品类别的毛利；

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汽油和柴油的销售价格；

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我们市场中季节性购买模式的中断；

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我们供应链和库存管理的中断；

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与人工智能技术部署相关的进展和中断；

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影响我们的网络安全事件以及任何业务中断的相关成本和影响；

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我们的劳动力成本，包括医疗保健和其他福利成本；

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我们的意外事故和相关成本及保险成本；

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我们员工的规模和流动率以及该员工队伍中不同薪资水平的员工数量；

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为我们的门店、俱乐部和其他设施招聘必要人员的可用性；

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新门店、扩建、搬迁或翻新门店的开业延迟；

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我们作为一方或受其约束的法律和监管诉讼及调查的进展和结果，以及我们可能因此产生的责任、义务和费用；

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信用评级机构对我们公司商业票据和债务证券的信用评级的变化；

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我们的有效税率；

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以及会计判断和估计的意外变化；

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监管和其他因素

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现有税法、劳工法和其他法律的变化以及税率的变化，包括法律的颁布以及行政规则和法规的采用和解释，包括与工人分类相关的规则；

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在我们经营的市场及其他地区，新政策、计划、倡议和行动的采用或创建以及现有政策、计划和倡议的修改，以及与这些政策、计划和倡议相关的行动；

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政府资助福利计划的变化或其他公共援助支付水平的变化；

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货币管制法律的变化；

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一次或多次长期的联邦政府停摆；

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联邦所得税退税的时间；

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自然灾害、气候变化、灾难性事件以及全球健康疫情或大流行；

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以及美国通用会计准则的变化。

历史上，由于季节性购买模式，我们的最高销售量出现在第四季度，而这些模式很难准确预测，并可能受到许多因素的影响。

其他风险因素；无更新义务

我们更详细地讨论了上述某些因素，以及可能影响上述前瞻性声明中讨论的结果和其他事项的其他风险因素，详见我们向美国证券交易委员会（SEC）提交的文件，包括我们在10-K年度报告中“第一部分第1A项风险因素”标题下的内容。我们或由我们代表作出的前瞻性声明是基于我们对自身业务和经营环境的了解以及我们认为在作出这些前瞻性声明时合理或将会认为合理的假设。由于上述风险、因素和不确定性，我们在此披露的其他风险、不确定性和因素以及我们在10-K年度报告和其他可能向SEC提交的报告中披露的其他风险，以及我们目前未知的其他风险、事实变化、假设未实现或其他情况，我们的实际结果可能与前瞻性声明中讨论的结果或暗示或设想的结果有重大差异。

因此，本警告性声明适用于本招股说明书补充文件和附带招股说明书中的所有前瞻性声明，包括在此文件或其中引用的文件中作出的前瞻性声明。我们无法向您保证我们预期或预期的结果、事件或发展将会实现，即使基本上实现，这些结果、事件或发展也不会对我们或我们的业务、运营或经营结果产生我们预期的影响或影响。在评估本招股说明书补充文件和附带招股说明书中的前瞻性声明时，包括在此文件或其中引用的文件中作出的前瞻性声明时，请仔细考虑所有这些风险、因素和不确定性，不要过度依赖此类前瞻性声明，这些声明仅反映其发布日期的情况。这些风险、因素和不确定性中的一个或多个可能会对我们在前瞻性声明中提到的任何事项产生重大影响，并导致我们的实际结果或实际事件或情况与前瞻性声明中描述的结果或事件或情况有重大差异。我们没有义务修订或更新任何前瞻性声明以反映后续事件或情况，除非适用法律要求。

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摘要

以下摘要突出了本招股说明书补充文件和附带招股说明书中的信息或引用的信息。它可能不包含您在投资票据前应考虑的所有信息。在仔细阅读本招股说明书补充文件以及附带招股说明书和本招股说明书补充文件和附带招股说明书引用的文件后，再做出投资决定。

沃尔玛公司

沃尔玛公司是一家以人员为本、技术驱动的全渠道零售商，致力于通过在实体店和电子商务平台购物以及使用我们的其他服务，帮助世界各地的人们节省开支并过上更好的生活。通过创新，我们努力持续改进以客户为中心的体验，无缝整合我们的电子商务和实体店，在全渠道产品中节省客户的时间。每周，我们为大约2.8亿名顾客提供服务，这些顾客访问分布在19个国家的超过10900家门店，以及我们的众多电子商务网站和移动应用程序。

我们的战略是让忙碌的家庭每天的生活更轻松，以纪律性运营，强化企业文化并变得更加数字化，并将信任作为竞争优势。让忙碌的家庭生活更轻松包括我们对价格领导地位的承诺，这一直是并且将继续是我们业务的基石，同时增加便利性以节省客户的时间。通过价格领导，我们通过每天提供种类丰富的优质商品和服务，以日常低价（\"EDLP\"）赢得客户的信任。EDLP是我们的定价理念，即每天对商品定价较低，因此客户可以信任我们的价格在频繁促销活动下不会发生变化。日常低成本是我们控制成本的承诺，这样我们的成本节约可以传递给客户。

截至2026年1月31日，我们全球约有210万名员工，我们主要通过运营三个业务部门来为客户提供服务：

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沃尔玛美国是我们最大的业务部门，拥有三种主要门店形式，并通过walmart.com和其他电子商务品牌进行电子商务销售。沃尔玛美国为客户提供全渠道体验，通过诸如当日取货和送货、从门店发货以及数字药店履行选项等服务，将实体店和电子商务整合在一起。我们的沃尔玛+会员计划提供增强的全渠道购物优惠，包括对符合条件的商品无限次免费送货，无订单最低限额，从门店无限次送货，燃油折扣，移动扫描并走以及更多会员优惠。

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沃尔玛国际业务包括美国以外的运营，包括许多不同形式，分为两大类：零售和批发。这些类别包括许多形式，包括：大型综合超市、超市、仓储俱乐部（包括我们的会员制山姆俱乐部形式）以及现购自运商店，以及通过网站和移动应用的电子商务，包括walmart.com.mx、walmart.ca、flipkart.com、PhonePe、samsclub.com和其他网站。

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美国山姆俱乐部是一个仅限会员的仓储俱乐部，为会员提供全渠道体验，通过诸如路边取货、移动扫描并走手机结账和支付、无摩擦出口、从俱乐部发货和从俱乐部送货等服务，将实体俱乐部和电子商务整合在一起。

我们在美国所有50个州、华盛顿特区和波多黎各开展业务，并通过我们在加拿大的全资子公司、智利、中国和非洲（包括博茨瓦纳、埃斯瓦蒂尼、莱索托、马拉维、莫桑比克、纳米比亚、南非和赞比亚）的全资子公司，以及我们在印度的多数控股子公司，还有墨西哥和中美洲（包括哥斯达黎加、萨尔瓦多、危地马拉、洪都拉斯和尼加拉瓜）开展业务。

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沃尔玛公司于1969年10月31日在特拉华州成立。我们的主要执行办公室位于阿肯色州本顿维尔市客户大道1号，邮编72716。我们的主要电话号码是479-273-4000。公司网站的地址是https://stock.walmart.com。我们公司网站或其他由我们维护的网站上的信息不构成本招股说明书补充文件、附带的招股说明书或附带招股说明书所构成的注册声明的一部分。

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本次发行

以下是对本次发行条款和条件的简要说明。它不包含您做出投资决策所需的所有信息。为了了解票据发行的所有条款和条件，您应仔细阅读本招股说明书补充文件以及附带的招股说明书和本招股说明书补充文件和附带招股说明书所引用的文件。

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发行人

沃尔玛公司，一家特拉华州公司。

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发行的票据

面值总额为7.5亿美元的2029年票据。
面值总额为5亿美元的2031年票据。
面值总额为10亿美元的2033年票据。

面值总额为7.5亿美元的2036年票据。

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到期日

2029年票据将于2029年10月23日到期。
2031年票据将于2031年10月23日到期。
2033年票据将于2033年10月23日到期。

2036年票据将于2036年10月23日到期。

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利率	2029年票据的年利率为5.050%。 2031年票据的年利率为5.150%。 2033年票据的年利率为5.350%。

2036年票据的年利率为5.550%。

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利息支付日期

对于2029年票据，每年的4月23日和10月23日，从2027年4月23日开始。
对于2031年票据，每年的4月23日和10月23日，从2027年4月23日开始。
对于2033年票据，每年的4月23日和10月23日，从2027年4月23日开始。

对于2036年票据，每年的4月23日和10月23日，从2027年4月23日开始。

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资金用途

我们计划将票据销售的净收益，以及同时发行票据（如下文所述）的净收益，用于一般公司用途。我们可能用于此类净收益的一般公司用途包括但不限于偿还、再融资或替换到期债务。详见“资金用途”。

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面额	票据将以2,000美元的最小面额和超过该面额的1,000美元的倍数发行。

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进一步发行

我们可能在未经该系列未偿付票据持有人同意的情况下，不时发行额外的该系列票据，该等票据与通过本招股说明书补充文件及附带招股说明书发行的该系列票据具有同等和按比例的优先权，并在所有方面（包括利率、到期日和我们的选择赎回权）与该系列票据相同，除非在本招股说明书补充文件中的“票据描述”部分另有说明。\n

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选择性赎回

我们可能根据我们的选择，对任何系列的票据，在其适用的面值呼叫日期（如本文所定义）之前，随时并多次全部或部分赎回该系列的票据，每次赎回的价格为根据本招股说明书补充文件中“票据描述—选择性赎回”标题下所述确定的适用“完整赔偿”赎回价格，加上截至但不包括赎回日的应计未付利息。\n\n

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此外，在适用的面值呼叫日期之后，我们可能根据我们的选择，随时并多次全部或部分赎回该系列的票据，赎回价格等于该系列票据赎回本金金额的100%，加上该系列票据赎回的应计未付利息，截至但不包括赎回日。详见本招股说明书补充文件中的“票据描述—选择性赎回”。\n\n

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票据形式

每个系列的票据最初将以簿记形式发行，并由一个或多个注册全球证券（“全球证券”）代表，这些全球证券存放在托管信托公司（“DTC”）名下，并以DTC的代理人名义存入其直接和间接参与者的账户，包括Clearstream Banking, S.A.和Euroclear Bank SA/NV。以簿记形式持有的票据的受益权益在某些有限情况下才可获得纸质票据的实物交付。有关清算和结算相关因素的描述，请参见本招股说明书补充文件和附带招股说明书中的“簿记发行和结算”部分。\n\n

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适用法律

票据将受纽约州法律管辖，且票据将发行的契约也将受纽约州法律管辖。\n\n

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风险因素

在投资本招股说明书补充文件和附带招股说明书所发行的任何票据之前，请仔细考虑本招股说明书补充文件和附带招股说明书所列以及引用的所有信息，包括本招股说明书补充文件中“风险因素”标题下的具体因素，以及本文件中包含或引用的其他信息，包括我们在10-K表格年度报告中的第一部分第1A项“风险因素”。\n\n

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上市	我们无意将票据在任何证券交易所上市。\n\n

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交易	每一系列的票据是新发行的证券，尚无已建立的交易市场。某些承销商已通知我们，他们或其某些关联方目前计划在每一系列的票据上做市，但他们没有义务这样做\n

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并且可能在他们自己的裁量权下，随时无需通知即可停止对任何或所有系列的票据做市。有关某些承销商或其关联方可能做市的更多信息，请参见本招股说明书补充文件中的“承销”部分。\n

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同时票据发行

鉴于市场状况和其他因素，我们可能会为一般企业用途筹集额外资金，这可能包括但不限于偿还、再融资或替换到期债务，在近期以加元计价的发行中，根据单独的承销协议和相关定价协议（任何此类发行，称为“同时票据发行”），该发行可能与本发行基本同时进行。本发行的结算不以任何同时票据发行的结算为条件，任何同时票据发行的完成也不以本发行或我们进行的任何其他发行的完成为条件。\n

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任何同时票据发行仅根据单独的招股说明书补充文件进行。本招股说明书补充文件并非针对任何同时票据发行中所发行证券的出售要约或购买要约的邀请，任何同时票据发行的招股说明书补充文件也并非针对票据的出售要约或购买要约的邀请。我们无法保证会完成如本文所述的任何同时票据发行，甚至可能根本不会完成。\n

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受托人、登记处和支付代理

纽约梅隆银行信托公司，N.A。\n

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风险因素

投资票据涉及某些风险。在决定投资票据之前，您应仔细考虑本招股说明书补充文件、附带招股说明书以及本招股说明书补充文件和附带招股说明书所引用的文件中列出的所有信息，以及我们向证券交易委员会提交的与本招股说明书所发行票据相关的任何自由文本招股说明书。我们在年度报告10-K表中“第一部分第1A项：风险因素”标题下讨论了与我们业务相关的某些风险，该部分内容已引用并包含在本招股说明书补充文件和附带招股说明书之中。请参见本招股说明书补充文件和附带招股说明书中的“您可在何处找到更多信息”。

票据可能不会形成活跃的交易市场。

每一系列的票据都是新的证券，没有已建立的交易市场。我们无意就任何一系列的票据在任何证券交易所申请上市。我们无法保证任何一系列的票据的交易市场会发展，也无法保证票据持有人能够出售其票据，或保证持有人可能能够以何种价格出售其票据。过去，我们的一些债务证券交易量很少。某些承销商已告知我们，他们或其各自的一些关联公司可能会为每一系列的票据做市。然而，任何承销商都没有义务这样做，且任何承销商对任何或所有系列的票据进行做市活动，均可自行决定在任何时候且无需通知的情况下停止。如果某一系列的票据没有发展出活跃的交易市场，您可能无法以任何价格或按其公允市场价值重新出售该系列的票据。

如果某一系列的票据交易市场发展起来，我们的评级或金融市场发生变化可能会对票据的市场价格产生不利影响。

某一系列票据的市场价格将取决于许多因素，包括但不限于以下因素：

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评级机构对该系列票据或我们其他债务证券所授予的评级；\n

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•

我们的经营成果、财务状况，包括我们不同时期未偿还的长期债务总额，以及我们的业务前景；以及

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•

金融市场状况，包括市场利率。

金融市场状况和现行利率在过去曾出现波动，未来也可能出现波动，这可能对任何一系列票据的市场价格以及此类票据的收益率产生不利影响。

评级机构会持续审查其对公司及其债务证券所授予的评级。对我们、任何一系列票据或我们一般债务证券的评级的负面变化可能会对任何一系列票据的市场价格产生不利影响。将规范票据的契约中没有任何限制我们可能承担的长期债务或其他债务金额的条款。如果我们的总债务过于庞大，可能会有或可能有多个评级机构对我们的长期和短期债务系列进行评级，这些机构可能会下调我们现有债务证券的评级，包括本公告中提供的任何一系列票据的评级。此类票据评级的下调可能会对这些票据或其它系列票据的市场以及这些票据或其它系列票据的收益率产生不利影响。

契约中没有任何财务契约条款。

根据规范票据的契约，我们或我们的任何子公司均不受限制，不能承担额外的无担保债务或其他负债，包括高级债务。如果我们承担额外的债务或负债，

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\n我们支付票据义务的能力可能会受到不利影响。我们预计我们将不时承担额外的债务和其他负债。此外，票据本身以及将规范票据的契约中均没有任何条款限制我们支付已发行股票的股息或发行或回购我们的证券。

所有系列票据将依据的契约中没有公司的财务契约条款，我们的信贷协议中只有有限的契约条款，这些条款限制我们为担保债务提供抵押品以及进行合并和出售我们全部或几乎全部资产。因此，在高度杠杆化交易、重组、我们现有债务违约、重组、合并或类似交易可能对您产生不利影响的情况下，您不会受到契约的保护，除非在随附的招股说明书中的“债务证券描述—契约条款—合并、合并、收购或资产出售”部分中有所描述。

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资金用途

我们预计，扣除承销折扣和交易费用后的票据销售净收益约为29.83579345亿美元。我们计划将票据销售的净收益，连同同时票据发行的净收益，用于一般企业用途，这可能包括偿还、再融资或替换到期债务等用途。

本次发行的结算不以任何同时票据发行的结算为条件，任何同时票据发行的完成也不以本次发行或我们进行的任何其他发行的完成为条件。

任何同时票据发行仅根据单独的招股说明书补充文件进行。本招股说明书补充文件并非针对任何同时票据发行中所发行证券的出售要约或购买要约的邀请，同时票据发行的招股说明书补充文件也并非针对票据的出售要约或购买要约的邀请。我们无法保证会完成如本文所述的同时票据发行，甚至无法保证会完成任何同时票据发行。

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资本结构

下表列示了沃尔玛公司及其合并子公司在2026年7月31日的合并资本结构，该日期经调整以反映本次发行和销售票据的影响，以及该日期进一步调整以反映本次发行和销售票据及同时票据发行的影响。\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	2026年7月31日
	实际			调整后			进一步调整后
	（以百万美元计）
短期债务
短期借款	$	10,479			$	10,479		$	10,479
一年内到期的长期债务		3,470				3,470			3,470
一年内到期的融资租赁义务		880				880			880

短期债务和融资租赁义务总额		14,829				14,829			14,829

长期债务
5.050% 2029年到期票据		—				750			750
5.150% 2031年到期票据		—				500			500
5.350% 2033年到期票据		—				1,000			1,000
5.550% 2036年到期票据		—				750			750
同时票据发行⁽¹⁾		—				—			3,565
其他长期债务		36,462				36,462			36,462
长期融资租赁义务		5,952				5,952			5,952

长期债务和融资租赁义务总额		42,414				45,414			48,979

股东权益
普通股和超过面值的资本		7,840				7,840			7,840
留存收益		103,601				103,601			103,601
其他综合亏损累计额		(13,203	)			(13,203	)		(13,203	)

沃尔玛股东权益总额		98,238				98,238			98,238

总债务和融资租赁义务及沃尔玛股东权益总额	$	155,481			$	158,481		$	162,046

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(1)	我们还通过单独的招股说明书补充文件，同时票据发行中发行加拿大元计值的高级票据。无法保证同时票据发行会完成。本次发行和同时票据发行均不以对方发行的完成为条件。进一步调整后的金额包括根据同时票据发行发行的票据总本金金额的美元等值，按1加元=1美元的汇率从加元转换而来，该汇率为2026年7月31日的资产负债表汇率，由美国联邦储备委员会公布。2026年10月9日，加元/美元汇率为1.4269加元=1美元，由美国联邦储备委员会公布。

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票据描述

以下对票据条款和条件的描述补充了附带招股说明书中的沃尔玛债务证券更一般条款和条件的描述。

每一系列的票据将根据并依照我们与摩根大通银行信托公司，N.A.（作为受托人）于2005年7月19日签署的契约（“契约”）及其补充文件发行。2029年票据、2031年票据、2033年票据和2036年票据均为该契约下的单独票据系列。每一系列的票据将以记账形式发行，无利息券，最低面额为2000美元，超出部分为1000美元的整数倍。每一系列的票据将构成我们的高级无担保债务义务，并在彼此之间具有同等地位，与其他系列的票据以及我们现有的和未来的所有其他高级无担保债务具有同等地位。

2029年票据将于2029年10月23日到期；2031年票据将于2031年10月23日到期；2033年票据将于2033年10月23日到期；2036年票据将于2036年10月23日到期。除非在到期前被购买并注销，或根据该系列票据的规定提前赎回，否则我们将在到期时按面值100%偿还每一系列的票据，并支付其应计未付利息。

2029年票据将最初以7.5亿美元的总面额发行；2031年票据将最初以5亿美元的总面额发行；2033年票据将最初以10亿美元的总面额发行；2036年票据将最初以7.5亿美元的总面额发行。在未经该系列票据持有人同意的情况下，我们可以创建并发行与该系列票据具有同等地位且在所有其他方面相似的额外票据（除公开发行价格、初始计息日期、初始利息支付日期和发行日期外），以便这些额外票据将与我们目前提供的该系列的其他未偿票据合并并形成一个单一的系列；但，鉴于，如果该系列的额外票据在税务目的上与该系列的未偿票据不具有可替代性，则将通过一个或多个单独的CUSIP和ISIN编号发行。如果契约中发生了违约事件且该事件持续存在，则不得发行该系列的额外票据。

票据的利率

每一系列的票据将从2026年10月23日起按本招股说明书补充文件封面页上指定的该系列票据的年利率计息。票据的利息将每半年支付一次，对于2029年票据，每年4月23日和10月23日支付，从2027年4月23日开始；对于2031年票据，每年4月23日和10月23日支付，从2027年4月23日开始；对于2033年票据，每年4月23日和10月23日支付，从2027年4月23日开始；对于2036年票据，每年4月23日和10月23日支付，从2027年4月23日开始。

每一系列票据的利息将在营业结束时以票据注册人名义支付，对于2029年票据，将在适用的利息支付日期前的4月8日和10月8日支付；对于2031年票据，将在适用的利息支付日期前的4月8日和10月8日支付；对于2033年票据，将在适用的利息支付日期前的4月8日和10月8日支付；对于2036年票据，将在适用的利息支付日期前的4月8日和10月8日支付。每一系列票据的利息将按照一年360天（十二个30天月份）的基准计算。

票据的其他条款

如果任何一系列票据的利息支付日原本是非营业日，则该系列票据的利息支付日将推迟至下一个营业日。任何此类推迟支付不会导致利息累积。\"营业日\"指纽约市或相关付款地点的金融机构根据法律、法规或行政命令被授权或要求关闭的日期以外的任何日期。

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\n。

任何票据均不适用于偿债基金，也不可转换或交换为任何其他证券。

每一系列票据将根据随附的招股说明书中“债务证券的描述—契约条款—法律偿债和契约偿债”部分所述内容受到偿债的影响。

选择性赎回

我们可选择在任何时间、多次赎回任何一系列票据，无论全部或部分，只要在该系列票据的适用面值赎回日之前，按赎回价格（以本金金额的百分比表示，四舍五入到小数点后三位）支付，该价格等于：

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（a）剩余计划支付金额（如下所述）的现值之和减去（b）截至但不包括赎回日的利息，以及

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•

票据赎回本金金额的100%

加上，无论哪种情况，截至但不包括赎回日的任何应计未付利息。

在适用的面值赎回日或之后，我们可选择在任何时间、多次赎回该系列票据，无论全部或部分，按赎回价格等于该系列票据本金金额的100%，加上该系列票据的应计未付利息，截至但不包括赎回日。

“面值赎回日”指2029年票据的情况下为2029年9月23日（该票据到期日前一个月的日期），2031年票据的情况下为2031年9月23日（该票据到期日前一个月的日期），2033年票据的情况下为2033年8月23日（该票据到期日前两个月的日期），以及2036年票据的情况下为2036年7月23日（该票据到期日前三个月的日期）。

“剩余计划付款”指，就任何一组票据而言，该组票据剩余的计划本金付款和在相关赎回日后本应到期的利息（假设该组票据在适用的面值赎回日到期）。\n

在确定剩余计划付款的现值时，我们将根据以下方式对这些付款进行贴现：假设该组票据在适用的面值赎回日到期，以半年期为单位（假设一年为360天，由十二个30天的月份组成），使用贴现率等于国债利率加上，对于2029年票据，5个基点；对于2031年票据，5个基点；对于2033年票据，10个基点；对于2036年票据，10个基点。\n

“国债利率”指，就任何赎回日而言，公司根据以下两段确定的收益率。\n

国债利率将在赎回通知前三个营业日的纽约市时间下午4:15（或美国国债证券收益率每日由联邦储备系统理事会发布的后续时间）之后由公司确定，依据的是在该日之后该时间点出现的最近一天的收益率，该收益率出现在联邦储备系统理事会发布的最新统计发布中，该发布被指定为“选定利率（每日）—H.15”（或任何后续指定或出版物）（“H.15”）下“美国国债—国债”（或任何后续标题或标题）（“H.15 TCM”）。\n

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常数期限—名义值”（或任何后续标题或标题）（“H.15 TCM”）。在确定国债利率时，公司应根据情况选择：（1）H.15上与该组票据的赎回日到适用的面值赎回日之间的期限完全相等的国债常数期限的收益率（“剩余期限”）；或（2）如果H.15上没有与剩余期限完全相等的国债常数期限，则选择两个收益率——一个对应于H.15上立即短于剩余期限的国债常数期限的收益率，一个对应于H.15上立即长于剩余期限的国债常数期限的收益率，并根据这些收益率以直线法（使用实际天数）插值得到该组票据适用的面值赎回日，结果四舍五入到小数点后三位；或（3）如果H.15上没有比剩余期限短或长的国债常数期限，则选择H.15上最接近剩余期限的单一国债常数期限的收益率。为本段目的，H.15上的适用国债常数期限或期限将被视为具有与该国债常数期限从赎回日起的相关月数或年数相等的到期日。

If on the third business day preceding the notice of the redemption, H.15 TCM or any successor designation or publication is no longer\npublished, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such notice of the redemption of the\nUnited States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date for the notes of such series. If there is no United States Treasury security maturing on the applicable Par Call Date for the notes of\nsuch series but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date for the notes of such series, one with a maturity date preceding the applicable Par Call Date for the\nnotes of such series and one with a maturity date following the applicable Par Call Date for the notes of such series, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date for the\nnotes of such series. If there are two or more United States Treasury securities maturing on the applicable Par Call Date for the notes of such series or two or more United States Treasury securities meeting the criteria of the preceding sentence,\nthe Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities\nat 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and\nasked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

We may redeem the notes pursuant to each of the redemption rights described above in accordance with the redemption procedures described in\nthe accompanying prospectus. Pursuant to those procedures, a notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60\ndays before the redemption date to each registered holder of notes to be redeemed. See “Description of the Debt Securities—Redemption at Our Option” in the accompanying prospectus for information regarding such\nredemption procedures.

In the case of a partial redemption, selection of any note for redemption, in the case of global securities\nrepresenting such series of notes, will be made in accordance with the policies and procedures of DTC (or another depositary), and in the case of certificated notes, will be made by lot. No notes of a principal amount of $2,000 or less will be\nredeemed in part. If any note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed\nportion of the note will be issued in the name of the holder of the note upon surrender for cancellation of the original note. For so long as the notes are held by DTC (or another depositary), the redemption of such notes shall be done in accordance\nwith the policies and procedures of the depositary.

Unless the Company defaults in payment of the redemption price, on and after the\nredemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

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The Company’s actions and determinations in determining the redemption price shall be\nconclusive and binding for all purposes, absent manifest error.

Notices

Notices to holders of the notes of a series will be sent to such holders. Any notice shall be deemed to have been given on the date of mailing.\nSo long as the notes of a series are represented by one or more global securities deposited with DTC or its nominee, notices to holders of such notes may be given by delivery of those notices to DTC, and such notices shall be deemed to be given on\nthe date of delivery to DTC. The trustee will transmit notices to each registered holder’s last known address as it appears in the security register that the trustee maintains. The trustee will only transmit these notices to the registered\nholder of the notes. You will not receive notices regarding the notes directly from us unless we reissue the notes to you in fully certificated form.

Concerning the Trustee, Registrar and Paying Agent

The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture governing the notes (as successor to J.P. Morgan Trust\nCompany, National Association, as trustee). The Bank of New York Mellon Trust Company, N.A. is a national banking association organized under the laws of the United States of America and provides trust services and acts as indenture trustee for\nnumerous corporate securities issuances, including our other series of debt securities of which we are the issuer. The Bank of New York Mellon Trust Company, N.A. will also be the registrar and paying agent for the notes of each series. We may\nmaintain deposit accounts and conduct other banking transactions with one or more affiliates of the trustee in the ordinary course of business.

Governing Law

The notes of each series\nwill be, and the indenture is, governed by the laws of the State of New York.

Other Matters

The notes of the various series will not be listed for trading on any securities exchange. Currently, no public market exists for the notes of\nany series, and no assurance can be given that one will develop.

We may acquire the notes of any or all of the various series by means\nother than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the indenture.

Same-Day Settlement and Payment

We will make all payments of principal and interest on the notes of each series to DTC in immediately available funds. The notes of each series\nwill trade in the same-day funds settlement system in the United States until maturity. Purchases of notes in secondary market trading must be in immediately available funds. Secondary market trading in the\nnotes between participants in Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”) will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will\nbe settled using the procedures applicable to eurobonds in immediately available funds. See “Book-Entry Issuance and Settlement” in this prospectus supplement and the accompanying prospectus.

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BOOK-ENTRY ISSUANCE AND SETTLEMENT

The notes of each series will be issued in the form of one or more global securities, in definitive, fully registered form without interest\ncoupons, each of which we refer to as a “global security.” Each such global security will be deposited with DTC and registered in the name of DTC or its nominee. We will not issue certificated securities to you for the notes you\npurchase, except in the limited circumstances described under the heading “Book Entry Issuance and Settlement—Form of the Debt Securities, Title and Transfers” in the accompanying prospectus.

Beneficial interests in the global securities will be represented, and transfers of such beneficial interest will be effected, through\naccounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. Investors may hold beneficial interests in notes directly through DTC, if they are participants in DTC, or indirectly through\norganizations that are participants in DTC.

Beneficial interests in the global securities will be shown on, and transfers of beneficial\ninterests in the global securities will be made only through, records maintained by DTC and its participants. When you purchase notes through the DTC system, the purchases must be made by or through a direct or indirect participant in DTC. The\nparticipant will receive credit for the notes that you purchase on DTC’s records, and, upon its receipt of such credit, you will become the beneficial owner of those notes. Your ownership interest will be recorded only on the records of the\ndirect or indirect participant in DTC through which you purchase the notes and not on DTC’s records. DTC will not have any knowledge of your beneficial ownership of the notes unless you are a direct participant in DTC. DTC’s records will\nshow only the identity of the direct participants and the amount of the notes held by or through those direct participants. You will not receive a written confirmation of your purchase or sale or any periodic account statement from DTC unless you\nare a direct participant in DTC. You should instead receive those documents from the direct or indirect participant in DTC through which you purchase the notes. As a result, the direct or indirect participants are responsible for keeping accurate\naccount of the holdings of their customers.

The trustee, as the paying agent for the notes, will wire payments on the notes to DTC as the\ncustodian of the global securities. The trustee and we will treat the nominee of DTC, Cede & Co., any successor nominee of DTC or any successor depositary or nominee thereof as the owner of the global securities for all purposes.\nAccordingly, neither we nor the trustee will have direct responsibility or liability to pay amounts due with respect to the global securities to you or any other beneficial owners in the global securities. Any redemption or other notices with\nrespect to the notes will be sent by us directly to the trustee, which will inform DTC, which will, in turn, inform DTC’s direct participants (or indirect participants), which will then contact you as a beneficial holder, all in accordance\nwith the rules of DTC, as the case may be, and the internal procedures of the direct participant (or the indirect participant) through which you hold your beneficial interest in the notes. DTC will credit payments to the cash accounts of DTC\nparticipants in accordance with DTC’s rules and procedures, to the extent received by DTC. DTC has established its procedures in order to facilitate transfers of the notes among participants of DTC. However, DTC is under no obligation to\nperform or continue to perform those procedures, and it may discontinue or change those procedures at any time. The registered holder of the notes will initially be Cede & Co., as nominee of DTC.

Initial Settlement

Investors will follow\nthe settlement procedures applicable to conventional bonds in registered form. It is intended that notes will be credited to the securities custody accounts of DTC holders on the settlement date on a delivery against payment basis.

Secondary Market Trading

Any secondary\nmarket trading of book-entry interests in the notes will take place through participants in DTC in accordance with the normal rules and operating procedures of DTC and will be settled using the procedures applicable to conventional bonds in\nregistered form.

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It is important to establish at the time of trading of any notes where both the\npurchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

You should be\naware that investors will only be able to make and receive deliveries, payments and other communications involving the notes through DTC on days when DTC is open for business.

Additional information regarding book-entry and settlement procedures, as well as DTC, is set forth under “Book Entry Issuance and\nSettlement” in the accompanying prospectus.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

For a discussion of the material U.S. federal income tax consequences of the ownership of the notes, see “U.S. Federal Income Tax\nConsiderations” in the accompanying prospectus. The discussion of the material U.S. federal income tax consequences of the ownership of the notes under “U.S. Federal Income Tax Considerations” in the accompanying prospectus does\nnot address all of the U.S. federal income tax consequences that may be relevant to a holder of notes in light of such holder’s particular circumstances or to a holder of notes subject to special rules under the U.S. federal income tax laws,\nsuch as a holder of a type described in the first paragraph under “U.S. Federal Income Tax Considerations” in the accompanying prospectus. We urge holders of notes to consult their own tax advisors concerning the particular U.S. federal\nincome tax consequences that may be relevant to their particular circumstances or situations.

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UNDERWRITING

BNP Paribas Securities Corp., BofA Securities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co.\nLLC and Wells Fargo Securities, LLC are acting as the joint book-running managers for the offering of the notes and as representatives of the underwriters named below. Subject to the terms and conditions of the underwriting agreement and the related\npricing agreement entered into by the underwriters and us, the underwriters named below have severally, and not jointly, agreed to purchase from us the principal amount of notes of each series set forth opposite their name below:


Underwriters	Principal Amount of 2029 Notes		Principal Amount of 2031 Notes			Principal Amount of 2033 Notes		Principal Amount of 2036 Notes
BNP Paribas Securities Corp.	$	80,625,000		$	53,750,000		$	107,500,000	$	80,625,000
BofA Securities, Inc.		80,625,000			53,750,000			107,500,000		80,625,000
Morgan Stanley & Co. LLC		80,625,000			53,750,000			107,500,000		80,625,000
Citigroup Global Markets Inc.		60,000,000			40,000,000			80,000,000		60,000,000
Goldman Sachs & Co. LLC		60,000,000			40,000,000			80,000,000		60,000,000
Wells Fargo Securities, LLC		60,000,000			40,000,000			80,000,000		60,000,000
Barclays Capital Inc.		33,450,000			22,300,000			44,600,000		33,450,000
HSBC Securities (USA) Inc.		33,450,000			22,300,000			44,600,000		33,450,000
J.P. Morgan Securities LLC		33,450,000			22,300,000			44,600,000		33,450,000
Mizuho Securities USA LLC		33,450,000			22,300,000			44,600,000		33,450,000
U.S. Bancorp Investments, Inc.		33,450,000			22,300,000			44,600,000		33,450,000
BBVA Securities Inc.		15,750,000			10,500,000			21,000,000		15,750,000
NatWest Markets Securities Inc.		15,750,000			10,500,000			21,000,000		15,750,000
Santander US Capital Markets LLC		15,750,000			10,500,000			21,000,000		15,750,000
Scotia Capital (USA) Inc.		15,750,000			10,500,000			21,000,000		15,750,000
SMBC Nikko Securities America, Inc.		15,750,000			10,500,000			21,000,000		15,750,000
Standard Chartered Bank		15,750,000			10,500,000			21,000,000		15,750,000
TD Securities (USA) LLC		15,750,000			10,500,000			21,000,000		15,750,000
ICBC Standard Bank Plc		11,250,000			7,500,000			15,000,000		11,250,000
Loop Capital Markets LLC		9,375,000			6,250,000			12,500,000		9,375,000
CastleOak Securities, L.P.		7,500,000			5,000,000			10,000,000		7,500,000
Independence Point Securities LLC		7,500,000			5,000,000			10,000,000		7,500,000
R. Seelaus & Co., LLC		7,500,000			5,000,000			10,000,000		7,500,000
Samuel A. Ramirez & Company, Inc.		7,500,000			5,000,000			10,000,000		7,500,000

Total	$	750,000,000		$	500,000,000		$	1,000,000,000	$	750,000,000

The underwriting agreement and the pricing agreement provide that the obligations of the several underwriters\nto purchase the notes included in this offering are subject to certain conditions. The underwriters are obligated to purchase all of the notes if they purchase any of the notes.

We have been advised by the underwriters that they initially propose to offer part of the notes of each series directly to the public at the\noffering price for notes of that series set forth on the cover page of this prospectus supplement. The underwriters may also offer notes of each series to securities dealers at that price less concessions not in excess of 0.150% of the principal\namount of the 2029 notes, 0.200% of the principal amount of the 2031 notes, 0.250% of the principal amount of the 2033 notes and 0.250% of the principal amount of the 2036 notes. The underwriters may allow, and these dealers may reallow, a\nconcession to other dealers not in excess of 0.100% of the principal amount of the 2029 notes, 0.150% of the principal amount of the 2031 notes, 0.150% of the principal amount of the 2033 notes and 0.200% of the principal amount of the 2036 notes.\nIf all of

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\nthe notes of a series are not sold at the initial offering price of such series, the underwriters may change the offering price and the other selling terms of the notes of such series. The\noffering of the notes of each series by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We will pay to the underwriters an underwriting discount of 0.250% in respect of the offering of the 2029 notes, 0.350% in respect of the\noffering of the 2031 notes, 0.400% in respect of the offering of the 2033 notes and 0.450% in respect of the offering of the 2036 notes.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as\namended, or, in the event such indemnification is determined to be prohibited by law, to contribute to payments which the underwriters may be required to make in respect of any of these liabilities.

We will pay transaction expenses, estimated to be $1,455,655 relating to the offering of the notes.

Stabilization, Short Positions and Market Making

In connection with the offering, the joint book-running managers, on behalf of the underwriters, may engage, directly or through their\nrespective affiliates, in certain transactions that stabilize the price of the notes of any or all series, subject to applicable laws and regulations. These transactions may consist of bids or purchases for the purpose of pegging, fixing or\nmaintaining the price of the notes. If the joint book-running managers create a short position in the notes in connection with the offering by selling a larger principal amount of notes of one or more series than as set forth on the cover page of\nthis prospectus supplement, the joint book-running managers may reduce that short position by purchasing notes of that series in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position\ncould cause the price of the security to be higher than it might otherwise be in the absence of such purchases. Neither the underwriters nor we make any representation or prediction as to the direction or magnitude of any effect that the\ntransactions described above may have on the price of the notes of any series. In addition, neither the underwriters nor we make any representation that the underwriters will engage in such transactions, or that such transactions, once begun, will\nnot be discontinued without notice.

These activities by the underwriters, as well as other purchases by the underwriters for their own\naccounts, may stabilize, maintain or otherwise affect the market prices of the notes of any or all series. As a result, the price of the notes of any series may be higher than the price that otherwise might exist in the open market. The underwriters\nare not required to engage in these activities, but if these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

The notes of each series are a new issue of securities\nwith no established trading market. We will not apply for the admission for trading of the notes of any series on, or the listing of the notes of any series on, any securities exchange or for inclusion of the notes of any series on any automated\ndealer quotation system. We have been advised by certain of the underwriters that they or certain of their respective affiliates may make a market in the notes of each series after completion of the offering. However, they are under no obligation to\ndo so and may discontinue market-making activities in the notes of a series at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes of any series or that an active public market for the notes of\nany series will develop. If an active public trading market for the notes of a series does not develop, the market price and liquidity of the notes of such series may be adversely affected. If the notes of a series are traded, they may trade at a\ndiscount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

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Certain Relationships and Activities

The underwriters and their affiliates have engaged in, are engaging in and in the future may engage in, investment banking and other commercial\ndealings in the ordinary course of business with us or our affiliates. They have received, are receiving, or may in the future receive, customary fees and commissions for these transactions. Affiliates of BNP Paribas Securities Corp., BofA\nSecurities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and certain of the other underwriters and/or affiliates thereof are lenders under our Amended and Restated\nFive-Year Credit Agreement, Amended and Restated 364-Day Credit Agreement and Amended and Restated Letter of Credit Facility Agreement. BNP Paribas Securities Corp., BofA Securities, Inc., Morgan\nStanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and certain of the other underwriters and/or affiliates thereof are dealers in our commercial paper program.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of\ninvestments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities\nmay involve securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us may hedge their credit exposure to us. Typically, such underwriters and their affiliates\nwould hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps\nor short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such\nsecurities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Other Matters

Any underwriter that is\nnot a broker-dealer registered with the SEC will only make sales of notes in the United States through one or more SEC-registered broker-dealers in compliance with applicable securities laws and the rules of\nthe Financial Industry Regulatory Authority, Inc. ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to\npurchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold\nby other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the notes constituting part of its allotment solely outside the United States.

Extended Settlement

We expect\nthat delivery of the notes will be made to investors on or about October 23, 2026, which is the fourth trading day following the date of this prospectus supplement. This settlement cycle is referred to as “T+ 4.” Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, any\npurchaser who wishes to trade the notes on the date of this prospectus supplement or the next three succeeding business days will be required, by virtue of the fact that the notes initially will settle T+4, to specify an alternate settlement cycle\nat the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade notes on the date of this prospectus supplement or the next three succeeding business days should consult their own advisors.

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Sales Outside the United States

The notes may be offered and sold in the United States and certain jurisdictions outside the United States in which such offer and sale is\npermitted.

Prohibition of Sales to European Economic Area Retail Investors

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to\nany retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU\n(as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point\n(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No\n1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them\navailable to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement has been prepared on\nthe basis that any offer of notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. This prospectus supplement is not a prospectus\nfor the purposes of the Prospectus Regulation.

Prohibition of Sales to United Kingdom Retail Investors

The notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or\notherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point\n(8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1\nto the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). Consequently no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the notes or\notherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer\nComposite Investments (Designated Activities) Regulations 2024.

This prospectus supplement has been prepared on the basis that any offer\nof notes in the UK will be made pursuant to an exception from the prohibition on offers to the public under the POATRs.

This prospectus\nsupplement has been prepared on the basis that any offer of notes in the UK will be made pursuant to an exception from the prohibition on offers of notes to the public under the POATRs.

In the UK, this prospectus supplement is being distributed only to, and is directed only at (i) persons having professional experience in\nmatters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) persons falling within Article 49(2)(a) to (d) (“high net\nworth companies, unincorporated associations etc.”) of the Order, (iii) persons outside the UK, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial\nServices and Markets Act 2000 (as amended, “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, all such persons together being referred to as\n“Relevant Persons.” In the UK, any investment or investment

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\nactivity to which this prospectus supplement relates is available only to, and will be engaged in only with, Relevant Persons. Any person in the UK that is not a Relevant Person should not act or\nrely on this prospectus supplement or its contents.

Notice to Prospective Investors in Canada

The notes offered may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined\nin National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument\n31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus\nrequirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser\nwith remedies for rescission or damages if this prospectus supplement and accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser\nwithin the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for\nparticulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105\nregarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Hong Kong

The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the\npublic within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571,\nlaws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance\n(Cap.32, laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,\nor the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside\nHong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act (Act\nNo. 25 of 1948, as amended, the “Financial Instruments and Exchange Act”). Accordingly, none of the notes nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any\n“resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or\nresale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any\nother applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

S-21

Notice to Prospective Investors in Korea

The notes may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or\nindirectly, in the Republic of Korea (“Korea”) or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including, without limitation, the Financial Investment Services and Capital Markets Act and the\nForeign Exchange Transaction Law and the decrees and regulations thereunder. The notes have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the notes may not be resold to\nKorean residents unless the purchaser of the notes complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Act and its subordinate decrees and\nregulations) in connection with the purchase of the notes.

Notice to Prospective Investors in Singapore

This prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus with the Monetary Authority\nof Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or\ndistributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274\nof the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A),\nand in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are subscribed or purchased\nunder Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital\nof which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual\nwho is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall\nnot be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person, or to any person\narising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; (2) where no consideration is or will be given for the transfer;\n(3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 37A of the Designated Securities and Futures (Offers of Investments) (Designated Securities and\nDesignated Securities-based Derivatives Contracts) Regulations 2018.

Solely for the purposes of its obligations pursuant to sections\n309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the\nSecurities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Switzerland\n

This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in the notes. The notes\nmay not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the notes to trading on any trading venue (exchange or\nmultilateral trading facility) in Switzerland. Neither this prospectus supplement nor any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA,

S-22

\nand neither this prospectus supplement nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Taiwan

The notes have not been, and will not be, registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan, the\nRepublic of China (“Taiwan”) and/or other regulatory authority of Taiwan pursuant to applicable securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which\ncould constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory\nauthority of Taiwan. No person or entity in Taiwan is authorized to offer, sell, give advice regarding or distribute or otherwise intermediate the offering of the notes or the provision of information relating to this prospectus supplement and the\naccompanying prospectus. The notes may be made available to Taiwan resident investors outside Taiwan for purchase by such investors outside Taiwan for purchase outside Taiwan by investors residing in Taiwan, but may not be issued, offered, sold or\nresold in Taiwan, unless otherwise permitted by Taiwan laws and regulations. No subscription or other offer to purchase the notes shall be binding on us until received and accepted by us or any underwriter outside of Taiwan (the “Place of\nAcceptance”), and the purchase/sale contract arising therefrom shall be deemed a contract entered into in the Place of Acceptance.

Notice to\nProspective Investors in United Arab Emirates

The notes have not been, and are not being, publicly offered, sold, promoted or\nadvertised in the United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre) other than in compliance with the laws, regulations and rules of the United Arab Emirates, the Abu Dhabi Global Market and\nthe Dubai International Financial Centre governing the issue, offering and sale of securities. Further, this prospectus supplement, the accompanying prospectus and any other offering or marketing material relating to the notes or the offering do not\nconstitute a public offer of securities in the United Arab Emirates (including the Abu Dhabi Global Market and the Dubai International Financial Centre) and are not intended to be a public offer. This prospectus supplement, the accompanying\nprospectus and any other offering or marketing material relating to the notes or the offering have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, the Financial Services\nRegulatory Authority or the Dubai Financial Services Authority.

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LEGAL MATTERS

Hunton Andrews Kurth LLP, Houston, Texas, will pass upon the validity of the notes on our behalf. Simpson Thacher & Bartlett LLP, San\nFrancisco, California, will pass upon certain legal matters for the underwriters.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements that are included\nin our Annual Report on Form 10-K for the year ended January 31, 2026, and the effectiveness of our internal control over financial reporting as of January 31, 2026, as set forth in their reports\nthereon. Those reports are incorporated by reference herein and in the accompanying prospectus and our shelf registration statement of which the accompanying prospectus is a part. Our consolidated financial statements described above are\nincorporated by reference herein and in the accompanying prospectus in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

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\n\n\n $\"LOGO\"$ \n

DEBT SECURITIES

This prospectus of Walmart Inc. relates to our offer and sale of our debt securities of one or more different series from time to time. The\ndebt securities of each series we may offer pursuant to this prospectus will have terms and conditions distinct from the terms and conditions of each other series of our debt securities. We will determine the terms and conditions of each series of\ndebt securities when we first offer debt securities of that series.

We describe in this prospectus certain terms and conditions of the\ndebt securities we may offer. For each offering of debt securities, we will provide a prospectus supplement describing the specific terms and conditions of the debt securities of each series being offered thereby to the extent those terms and\nconditions are not described, or differ from the terms and conditions described, in this prospectus. The applicable prospectus supplement will describe, as to the debt securities of each series being offered thereby, among other things:

\n\n\n\n\n

•

the principal amount of those debt securities (which may be subject to increase in the event of further\nissuances);

\n\n\n\n\n

•

the price or prices at which those debt securities are being offered to the public;

\n\n\n\n\n

•

the currency in which those debt securities are denominated;

\n\n\n\n\n

•

the maturity date of those debt securities;

\n\n\n\n\n

•

the interest rate or rates for those debt securities, which may be fixed or variable;

\n\n\n\n\n

•

the dates on which we will pay the principal of and premium, if any, and interest on those debt securities;\n

\n\n\n\n\n

•

any redemption rights applicable to those debt securities; and

\n\n\n\n\n

•

whether we will list those debt securities for trading on a securities exchange.

The applicable prospectus supplement may also contain other important information concerning our company, the debt securities being offered\nand the offering, including tax consequences of an investment in those debt securities other than those described in this prospectus. Information in the applicable prospectus supplement or incorporated by reference into this prospectus subsequent to\nthe date of this prospectus will supplement, and may, in certain instances, update, modify or replace other information contained or incorporated by reference in this prospectus.

Investing in our debt securities involves risks. See “Risk Factors” beginning on page 6 of\nthis prospectus. We also discuss risk factors relating to our company in filings we make with the Securities and Exchange Commission, including under the heading “Risk Factors” in our most recently filed Annual Report on Form 10-K. We may update the risk factors discussed in our mostly recently filed Annual Report on Form 10-K in our subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The prospectus supplement relating to a particular offering of debt securities may discuss certain risks of investing in those debt\nsecurities. You should carefully consider these risk factors and risks before deciding to purchase any debt securities offered pursuant to this prospectus and the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of\nthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 4, 2023

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page
About This Prospectus		1
Where You Can Find More Information		2
Incorporation of Information by Reference		3
Cautionary Statement Regarding Forward-Looking Statements		4
Risk Factors		6
Walmart Inc.		9
Use of Proceeds		10
Description of the Debt Securities		11
Book-Entry Issuance and Settlement		26
U.S. Federal Income Tax Considerations		31
Plan of Distribution		42
Legal Matters		47
Experts		47

ABOUT THIS PROSPECTUS

This prospectus forms part of a registration statement on Form S-3 that we filed with the Securities\nand Exchange Commission (the “SEC” or the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), using a shelf registration process. Under that registration statement, we may offer and\nsell, from time to time in one or more offerings, debt securities as described in this prospectus and in an applicable prospectus supplement. There is no limit on the aggregate principal amount of the debt securities that we may sell pursuant to the\nregistration statement.

We urge you to read carefully both this prospectus and the applicable prospectus supplement, together with the\ninformation incorporated herein by reference as described under the heading “Incorporation of Information By Reference,” before deciding if you will invest in any debt securities that we may offer pursuant to this prospectus. For further\ninformation about our company, our business, our financial performance and the debt securities, you should refer to the registration statement, the information incorporated by reference therein and the exhibits thereto. Some of those exhibits,\nincluding the indenture under which any debt securities offered by this prospectus will be issued, the supplemental indentures relating thereto and other important documents, are incorporated in that registration statement by reference to other\nfilings we have made with the SEC. Copies of such documents can be obtained as noted below in “Where You Can Find More Information.”

As you read this prospectus, please remember that the specific terms and conditions of the debt securities described in the applicable\nprospectus supplement will supplement and may, in certain instances, update, modify or replace one or more of the general terms and conditions of the debt securities described in this prospectus. You should read carefully the particular terms of the\ndebt securities described in the applicable prospectus supplement. If differences exist between the information relating to those debt securities contained in the applicable prospectus supplement and similar information contained in this prospectus,\nthe information in such prospectus supplement will control. Consequently, certain of the statements made in this prospectus regarding the terms and conditions of the debt securities may not apply to the debt securities of a particular series.

We are not offering debt securities in any jurisdiction where the offer is not permitted.

In this prospectus and the applicable prospectus supplement, unless otherwise specified, the terms “we,” “us,”\n“our” and “our company” refer to Walmart Inc. and its consolidated subsidiaries. The term “applicable prospectus supplement” refers to the prospectus supplement accompanying this prospectus by which we offer\nspecific debt securities in a particular offering.

We have not authorized anyone to provide any information concerning any debt\nsecurities we offer hereby other than the information contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus prepared by or on behalf of us or to which we may refer you or the information\nincorporated by reference into this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should rely only on the information contained or incorporated\nby reference in this prospectus, the applicable prospectus supplement and any such free writing prospectus in deciding whether or not to invest in the debt securities we offer hereby. You should not assume that the information set forth in, or\nincorporated by reference into, this prospectus is accurate as of any date other than the date of this prospectus or the date of the document in which the particular information incorporated by reference into this prospectus is contained,\nrespectively. Our business, financial condition and results of operations may have changed since those dates.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available to\nthe public on the SEC’s website at http://www.sec.gov. Those filings are also available to the public on our corporate website at www.stock.walmart.com. The information contained on our corporate website or any other website\nmaintained by us is not part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part except to the extent that SEC filings on such websites are otherwise incorporated by reference herein. We\nwill provide to you a copy of any or all of the filings incorporated by reference in this prospectus, as well as a copy of the indenture, including any supplemental indentures, and any other documents referred to in this prospectus, the applicable\nprospectus supplement or any applicable free writing prospectus, free of charge. To request a copy of any such filing or other document, you should write or call:

Walmart Inc.

Attention: Investor\nRelations

702 S.W. 8th Street

Bentonville, Arkansas 72716

(479) 273-8446

This prospectus is part of a registration statement on Form\nS-3 that we have filed with the SEC under the Securities Act and does not contain all of the information in such registration statement. You may read or obtain a copy of the registration statement, including\nthe exhibits thereto, from the SEC or us as described above.

INCORPORATION OF INFORMATION BY REFERENCE

As permitted by the SEC’s rules, we “incorporate by reference” into this prospectus information contained in certain\ndocuments we file with the SEC, which means we disclose to you important information concerning us by referring you to those documents that we have incorporated by reference. Those documents that we are incorporating by reference into this\nprospectus form an important part of this prospectus.

We incorporate by reference into this prospectus the following documents:

\n\n\n\n\n

•

our Annual Report on Form\n 10-K for our fiscal year ended January \n31, 2023, including the portions of our definitive proxy statement on Schedule 14A, filed with the SEC on\nApril 20, 2023, that are incorporated by reference into such Annual Report on Form 10-K;

\n\n\n\n\n

•

our Quarterly Reports on Form 10-Q for our fiscal quarters ended April 30,\n 2023, July \n31, 2023 and October 31, 2023; and

\n\n\n\n\n

•

our Current Reports on Form 8-K filed with the SEC on February 24,\n 2023, March \n6, 2023, March \n24, 2023, April \n17, 2023, June \n2, 2023 and August 16, 2023.

All filings we subsequently make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”), (other than information in such filings that is furnished to, and not filed with, the SEC) shall also be deemed to be incorporated by reference into this prospectus so long as the registration statement of which\nthis prospectus is a part remains effective. The filings to be incorporated by reference into this prospectus in the future will include our Annual Reports on Form 10-K (including the portions of our\ndefinitive proxy statements that are incorporated by reference therein), our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K (excluding any\ninformation furnished, and not filed, pursuant to Item 2.02 or Item 7.01, and any corresponding Item 9.01 related thereto, of Form 8-K).

The information contained in this prospectus will be updated and supplemented by the information contained in the filings we make with the SEC\nin the future that are incorporated by reference into this prospectus as described above. The information contained in those future filings will be considered to be part of this prospectus and will automatically update and supersede, as appropriate,\nthe information contained in this prospectus and the applicable prospectus supplement and in the filings previously filed with the SEC that are incorporated by reference into this prospectus. We may file one or more Current Reports on Form 8-K in connection with a particular offering of debt securities pursuant to this prospectus to incorporate by reference into this prospectus information concerning our company or the specific terms of that offering\nof debt securities and to file with the SEC documents used in connection with that offering. When we use the term “prospectus” in this prospectus or in any applicable prospectus supplement, we are referring to this prospectus as updated\nand supplemented by all information incorporated by reference into this prospectus from our most recently filed Annual Report on Form 10-K (including the portions of our most recently filed definitive proxy\nstatement that is incorporated by reference therein), our Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K, as well as all information incorporated by\nreference from the other filings and documents incorporated by reference into this prospectus as described above. You can obtain any of our filings incorporated by reference into this prospectus from us or the SEC as noted above in “Where You\nCan Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS\n

This prospectus and any accompanying prospectus supplement, including the information incorporated by reference herein or therein,\nmay contain or incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 21E of the Exchange Act, that are intended to enjoy the protection of the safe harbor for\nforward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. Assumptions on which such forward-looking statements are based are also forward-looking statements. Such forward-looking\nstatements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our segment’s or business’, economic performance or results of operations for future periods or as of\nfuture dates or events or developments that may occur in the future or discuss our plans, objectives or goals. These forward-looking statements may relate to:

\n\n\n\n\n

•

macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in\nwhich we operate, including inflation or deflation, generally and in certain product categories, the impact of supply chain challenges, and recessionary pressures;

\n\n\n\n\n

•

the growth of our business or change in our competitive position in the future or in or over particular periods,\nboth generally and with respect to particular markets, segments or lines of business, including, but not limited to, advertising, fulfillment, healthcare, and financial services;

\n\n\n\n\n

•

the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain\nfinancial items or measures or operating measures, including our earnings per share, net sales, comparable store and club sales, our eCommerce sales, liabilities, expenses of certain categories, expense leverage, operating income, returns, capital\nand operating investments or expenditures of particular types and new store and club openings, inventory levels and associated costs, product mix and demand for certain merchandise, consumer confidence, disposable income, credit availability,\nspending levels, shopping patterns and debt levels;

\n\n\n\n\n

•

our increasing investments in eCommerce, technology, automation, supply chain, new stores and clubs as well as\nremodels and other omni-channel customer initiatives, such as same day pickup and delivery;

\n\n\n\n\n

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investments and capital expenditures we will make and how certain of those investments and capital expenditures\nare expected to be financed;

\n\n\n\n\n

•

our workforce strategy, including the availability of necessary personnel to staff our stores, clubs and other\nfacilities and the potential impact of changes to the costs of labor;

\n\n\n\n\n

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volatility in currency exchange rates affecting our consolidated, or one or more of our segments’ results\nof operations;

\n\n\n\n\n

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the company continuing to provide returns to shareholders through share repurchases and dividends, the use of\nshare repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;

\n\n\n\n\n

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our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund our operations,\nfinance our global investment and expansion activities, pay dividends and fund share repurchases;

\n\n\n\n\n

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cash flows from operations, our current cash position and access to capital markets or credit will continue to be\nsufficient to meet our anticipated operating cash needs;

\n\n\n\n\n

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the reclassification of amounts related to our derivatives;

\n\n\n\n\n

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our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects\nof resolutions of tax-related matters;

\n\n\n\n\n

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the adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and\nactions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives (including, but not limited to, changes in the enforcement priorities of regulatory authorities);

\n\n\n\n\n

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the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which\nwe are subject;

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the effect on the company’s results of operations or financial position of the company’s adoption of\ncertain new, or amendments to existing, accounting standards; or

\n\n\n\n\n

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our commitments, intentions, plans or goals related to environmental, social, and governance priorities,\nincluding, but not limited to, the sustainability of our environment and supply chains, the promotion of economic opportunity or other societal initiatives.

Our forward-looking statements may also include statements of our strategies, plans and objectives for our operations, including areas of\nfuture focus in our operations, and the assumptions underlying any of the forward-looking statements we make. The forward-looking statements we make can typically be identified by the use therein of words and phrases such as “aim,”\n“anticipate,” “believe,” “could be,” “could increase,” “could occur,” “could result,” “continue,” “estimate,” “expansion,”\n“expect,” “expectation,” “expected to be,” “focus,” “forecast,” “goal,” “grow,” “guidance,” “intend,” “invest,” “is\nexpected,” “may continue,” “may fluctuate,” “may grow,” “may impact,” “may result,” “objective,” “plan,” “priority,” “project,”\n“strategy,” “to be,” “we’ll,” “we will,” “will add,” “will allow,” “will be,” “will benefit,” “will change,” “will come in\nat,” “will continue,” “will decrease,” “will grow,” “will have,” “will impact,” “will include,” “will increase,” “will open,” “will\nremain,” “will result,” “will stay,” “will strengthen,” “would be,” “would decrease” and “would increase,” variations of such words or phrases, other phrases commencing\nwith the word “will” or similar words and phrases denoting anticipated or expected occurrences or results.

RISK FACTORS

Our business operations are subject to numerous risks, uncertainties and other factors, domestically and internationally, that are outside of\nour control. One, or a combination, of these risks, factors and uncertainties could materially affect any of those matters as to which we have made forward-looking statements and cause our actual results or an actual event or occurrence to differ\nmaterially from those results or an event or occurrence described in any such forward-looking statement. These risks, factors and uncertainties, which may be global in their effect or affect only some of the markets in which we operate and which may\naffect us on a consolidated basis or affect only some of our reportable operating segments, include, but are not limited to:

Economic Factors

\n\n\n\n\n

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economic, geo-political, capital markets and business conditions, trends\nand events around the world and in the markets in which we operate;

\n\n\n\n\n

•

currency exchange rate fluctuations;

\n\n\n\n\n

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changes in market rates of interest;

\n\n\n\n\n

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inflation or deflation, generally and in certain product categories;

\n\n\n\n\n

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transportation, energy and utility costs;

\n\n\n\n\n

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commodity prices, including the prices of oil and natural gas;

\n\n\n\n\n

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changes in market levels of wages;

\n\n\n\n\n

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changes in the size of various markets, including eCommerce markets;

\n\n\n\n\n

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unemployment levels;

\n\n\n\n\n

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consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and\ndemand for certain merchandise;

\n\n\n\n\n

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trends in consumer shopping habits around the world and in the markets in which we operate;\n

\n\n\n\n\n

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consumer enrollment in health and drug insurance programs and such programs’ reimbursement rates and drug\nformularies; and

\n\n\n\n\n

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initiatives of competitors, competitors’ entry into and expansion in our markets or lines of business, and\ncompetitive pressures;

Operating Factors

\n\n\n\n\n

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the amount of our net sales and operating expenses denominated in U.S. dollar and various foreign currencies;\n

\n\n\n\n\n

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the financial performance of our company and each of its segments, including the amount of our cash flow during\nvarious periods;

\n\n\n\n\n

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customer transaction and average ticket in our stores and clubs and on our eCommerce platforms;\n

\n\n\n\n\n

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the mix of merchandise we sell and our customers purchase;

\n\n\n\n\n

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the availability of goods from suppliers and the cost of goods acquired from suppliers;

\n\n\n\n\n

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the effectiveness of the implementation and operation of our strategies, plans, programs and initiatives;\n

\n\n\n\n\n

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the financial and operational impacts of our investments in eCommerce, technology, talent, and automation;\n

\n\n\n\n\n

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COVID-19 recovery related challenges, including supply chain disruption\nand production, labor shortages and increases in labor costs;

\n\n\n\n\n

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the impact of acquisitions, divestitures, store or club closures, and other strategic decisions;\n

\n\n\n\n\n

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our ability to successfully integrate acquired businesses;

\n\n\n\n\n

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unexpected changes in our objectives and plans;

\n\n\n\n\n

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the amount of shrinkage we experience;

\n\n\n\n\n

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consumer acceptance of and response to our stores and clubs, eCommerce platforms, programs, merchandise offerings\nand delivery methods;

\n\n\n\n\n

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our gross profit margins, including pharmacy margins and margins of other product categories;\n

\n\n\n\n\n

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the selling prices of gasoline and diesel fuel;

\n\n\n\n\n

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disruption of seasonal buying patterns in our markets;

\n\n\n\n\n

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disruptions in our supply chain and inventory management;

\n\n\n\n\n

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cybersecurity events affecting us and related costs and impact of any disruption in business;\n

\n\n\n\n\n

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our labor costs, including healthcare and other benefit costs;

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our casualty and accident-related costs and insurance costs;

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the size of and turnover in our workforce and the number of associates at various pay levels within that\nworkforce;

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the availability of necessary personnel to staff our stores, clubs and other facilities;

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delays in the opening of new, expanded, relocated or remodeled units;

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developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party\nor are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith;

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changes in the credit ratings assigned to our commercial paper and debt securities by credit rating agencies;\n

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our effective tax rate; and

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unanticipated changes in accounting judgments and estimates;

Regulatory and Other Factors

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changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws, and the\nadoption and interpretation of administrative rules and regulations;

\n\n\n\n\n

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the imposition of new taxes on imports, new tariffs and changes in existing tariff rates;

\n\n\n\n\n

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the imposition of new trade restrictions and changes in existing trade restrictions;

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adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and\nactions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives;

\n\n\n\n\n

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changes in government-funded benefit programs or changes in levels of other public assistance payments;\n

\n\n\n\n\n

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changes in currency control laws;

\n\n\n\n\n

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one or more prolonged federal government shutdowns;

\n\n\n\n\n

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the timing of federal income tax refunds;

\n\n\n\n\n

•

natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics, including COVID-19; and

\n\n\n\n\n

•

changes in generally accepted accounting principles in the United States.

Our business is seasonal to a certain extent due to calendar events, festivals and customs and national and religious holidays, as well as\ndifferent weather patterns. Historically, our highest sales volume has occurred in the fiscal quarter ending January 31.

Other Risk Factors; No Duty to\nUpdate

We discuss certain of these factors more fully, as well as certain other risk factors that may affect the results and other matters\ndiscussed in the forward-looking statements identified above, in our filings with the SEC, including under the heading “Part I, Item 1A. Risk Factors” in our most recently filed Annual Report on\nForm 10-K filed with the SEC and “Part II, Item 1A. Risk Factors” in any Quarterly Report on Form 10-Q containing additional or updated risk factors\nfiled with the SEC subsequently to the filing of our most recently filed Annual Report on Form 10-K. We may disclose additional or updated risk factors in any of our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with the SEC after the filing of our most recently filed Annual Report on Form 10-K.\n

The forward-looking statements that we make or that are made by others on our behalf are made based on our knowledge of our business and\nour operating environment and assumptions that we believed to be or will believe to be reasonable when such forward-looking statements were or are made. As a consequence of the risks, factors and uncertainties described above and in our Annual\nReports on Form 10-K and other reports we may file with the SEC, other risks not known to us at this time, changes in facts, assumptions not being realized or other circumstances, our actual results may differ\nmaterially from those discussed in or implied or contemplated by our forward-looking statements.

Consequently, this cautionary statement\nqualifies all forward-looking statements made in this prospectus and each prospectus supplement relating hereto, including those forward-looking statements made in the documents incorporated by reference herein or therein. We cannot assure you that\nthe results, events or developments expected or anticipated by us will be realized or, even if substantially realized, that those results, events or developments will result in the expected consequences for us or affect us, our business, our\noperations or our operating results in the manner or to the extent we expect. You are urged to consider all of these risks, factors and uncertainties carefully in evaluating the forward-looking statements made in this prospectus and any applicable\nprospectus supplement, including those forward-looking statements made in the documents incorporated by reference herein or therein, and not to place undue reliance on such forward-looking statements, which speak only as of their dates. One, or a\ncombination of these risks, factors and uncertainties could materially affect any of those matters as to which we have made forward-looking statements and cause our actual results or an actual event or occurrence to differ materially from those\nresults or an event or occurrence described in a forward-looking statement. We undertake no obligation to revise or update any forward-looking statement to reflect subsequent events or circumstances, except to the extent required by applicable law.\n

WALMART INC.

Walmart Inc. is the world’s largest retailer, with total revenue of $611.3 billion and total net sales of $605.9 billion in\nour fiscal year ended January 31, 2023. We are a people-led, technology-powered omni-channel retailer dedicated to helping people around the world save money and live better—anytime and\nanywhere—by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings. Through innovation, we strive to continuously improve a customer-centric experience that seamlessly\nintegrates our eCommerce and retail stores in an omni-channel offering that saves time for our customers. Each week, we serve approximately 240 million customers who visit approximately 10,500 stores and numerous eCommerce websites in 19\ncountries.

Employing approximately 2.1 million associates around the world, we serve our customers and members primarily through the\noperation of three business segments:

\n\n\n\n\n

•

Walmart U.S. is our largest segment with three primary store formats and eCommerce through walmart.com and other\neCommerce brands. Walmart U.S. provides an omni-channel experience to customers, integrating retail stores and eCommerce, through services such as pickup and delivery, ship-from-store, and digital pharmacy fulfillment options.

\n\n\n\n\n

•

Walmart International consists of our operations outside of the U.S. and includes numerous formats divided into\ntwo major categories: retail and wholesale. These categories consist of many formats, including: supercenters, supermarkets, hypermarkets, warehouse clubs (including Sam’s Clubs) and cash & carry, as well as eCommerce through\nwalmart.com.mx, walmart.ca, flipkart.com, walmart.cn and other sites.

\n\n\n\n\n

•

Sam’s Club is a membership-only warehouse club which provides an omni-channel experience to customers,\nintegrating retail stores and eCommerce through such services as Curbside Pickup, mobile Scan & Go, ship-from-club, and delivery-from-club.

We operate in all 50 states in the United States, Washington D.C. and Puerto Rico, and through our wholly-owned subsidiaries in Canada, Chile,\nChina and Africa (which includes Botswana, Lesotho, Malawi, Mozambique, Namibia, South Africa, Eswatini (formerly Swaziland), and Zambia), and our majority-owned subsidiaries in India, as well as Mexico and Central America (which includes Costa\nRica, El Salvador, Guatemala, Honduras and Nicaragua).

Walmart Inc.’s common stock is listed for trading on the New York Stock\nExchange under the symbol “WMT.”

Walmart Inc. was incorporated in the State of Delaware on October 31, 1969. We maintain\nour principal executive offices at 702 S.W. 8th Street, Bentonville, Arkansas 72716. Our main telephone number is 479-273-4000. The address of our corporate website is\nwww.stock.walmart.com. Information contained on our corporate website or any other website maintained by us is not a part of this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

USE OF PROCEEDS

Except as otherwise specifically described in the prospectus supplement relating to a particular offering of debt securities, we may use the\nnet proceeds from the sale of the debt securities:

\n\n\n\n\n

•

to repay short-term borrowings incurred for general corporate purposes, including to finance capital\nexpenditures, such as investments in eCommerce and technology, the purchase of land and construction of stores and other facilities and the acquisition of other companies or assets, and to finance the acquisition of inventory;

\n\n\n\n\n

•

to repay or refinance long-term debt prior to or at maturity or to refinance debt of one or more of our\nsubsidiaries;

\n\n\n\n\n

•

to finance repurchases of our outstanding securities we make in the open market or pursuant to one or more tender\noffers;

\n\n\n\n\n

•

to repay borrowings we have incurred to acquire, or assumed in connection with the acquisition of, other\ncompanies and assets;

\n\n\n\n\n

•

to finance one or more acquisitions we make;

\n\n\n\n\n

•

to finance particular capital expenditures we make;

\n\n\n\n\n

•

to meet our working capital requirements; and

\n\n\n\n\n

•

for other general corporate purposes.

We currently have no plans for specific use of the net proceeds. We will specify the principal purposes for which the net proceeds from each\noffering will be used in the prospectus supplement related to such offering. Before we apply the net proceeds of any sale of our debt securities to one or more of these uses, we may temporarily invest those net proceeds in short-term marketable\nsecurities.

DESCRIPTION OF THE DEBT SECURITIES

We summarize below certain general terms and conditions that will apply to each series of debt securities that we may offer pursuant to this\nprospectus unless otherwise stated in the applicable prospectus supplement. The applicable prospectus supplement will describe the certain specific terms and conditions of the debt securities of each series being offered pursuant to this prospectus\nand that prospectus supplement, including any differences between those specific terms and conditions and the general terms and conditions we summarize below. We may, but need not, describe any additional or different terms and conditions of such\ndebt securities in a report we file with the SEC, the information in which would be incorporated by reference in this prospectus. We urge you to review all of our filings with the SEC that are incorporated by reference in this prospectus. See\n“Where You Can Find More Information” above regarding how you may obtain access to or copies of those filings.

We will issue\nthe debt securities in one or more series under an indenture, dated as of July 19, 2005, between us and The Bank of New York Mellon Trust Company, N.A. (formerly known as “The Bank of New York Trust Company, N.A.”), as trustee, as\nsuch indenture has been amended and supplemented by the First Supplemental Indenture, dated as of December 1, 2006, between us and the trustee, the Second Supplemental Indenture, dated as of December 19, 2014, between us and the trustee,\nand the Third Supplemental Indenture, dated as of June 26, 2018, between us and the trustee (which indenture, as amended and supplemented, we refer to below as the “indenture”). The terms and conditions of the debt securities of\neach series will be set forth in those debt securities and in the indenture. For a complete description of a particular series of debt securities, you should read both this prospectus and the prospectus supplement relating to the offering of debt\nsecurities of that series.

A form of the debt securities of a series, reflecting the particular terms and provisions of a series of\noffered debt securities, has been or will be filed with the SEC in connection with the offering and is or will be incorporated by reference in the registration statement of which this prospectus forms a part. You may obtain a copy of the indenture,\neach supplemental indenture thereto and the form of any debt security that has been filed in the manner described under “Where You Can Find More Information” or by contacting the trustee.

In this section of this prospectus, the terms “we,” “us,” “our,” and “our company” refer to\nWalmart Inc. only and not to Walmart Inc. and its consolidated subsidiaries.

General Terms

The debt securities of each series offered pursuant to this prospectus will constitute our senior unsecured debt obligations and will rank\nequally among themselves and with all of our other existing and future unsecured and unsubordinated debt obligations. Consequently, the holders of the debt securities of such series will have a right to payment of the principal of and premium, if\nany, and interest on such debt securities equal to that of our other unsecured, unsubordinated creditors with respect to the payment of the amounts owing to them. None of our subsidiaries will have any obligation as to any of the debt securities or\nwill guarantee the payment of amounts owing with respect to any of the debt securities.

The debt securities of each series will be issued\nin fully registered form without interest coupons. We currently anticipate that the debt securities of each series offered and sold pursuant to this prospectus will trade in book-entry form only and will be issued in certificated (i.e., physical)\nform only as global debt securities to a depositary as described under “Book-Entry Issuance and Settlement.” Unless otherwise specified in the applicable prospectus supplement, debt securities denominated in U.S. dollars will be issued\nin denominations of $2,000 and integral multiples of $1,000 in excess thereof. If the debt securities of a series are denominated in a foreign or composite currency, the applicable prospectus supplement will specify the denomination or denominations\nin which those debt securities will be issued.

Unless previously redeemed or purchased and cancelled, we will repay the debt securities of\neach series at 100% of their principal amount together with accrued and unpaid interest thereon at maturity. Unless specified otherwise in the applicable prospectus supplement, if the maturity date of the debt securities of a series (or a tax,\noptional or other redemption date, if earlier than the stated maturity date for those debt securities) falls on a day which is not a business day, then we will make the required payment of principal, premium, if any, and interest on the next\nsucceeding business day, as if it were made on the date the payment was due. Interest will not accrue on, from or after the stated maturity date (or any tax, optional or other redemption date) as a result of this delayed payment.

We may, without the consent of the holders of the debt securities of a series, issue additional debt securities ranking equally with, and\notherwise similar in all respects to, the debt securities of that series (except for the public offering price, initial interest accrual date, initial interest payment date, and the issue date) so that those additional debt securities will be\nconsolidated and form a single series with the debt securities of the series previously offered and sold; provided that any additional debt securities of a series that are not fungible with the outstanding debt securities of that series for U.S.\nfederal income tax purposes will be issued under a separate CUSIP number and, if applicable, a separate ISIN number. The terms of the series of debt securities we create typically do not limit the maximum aggregate amount of the debt securities of a\nparticular series that we can issue, although they may do so. No additional debt securities of any series may be issued under the indenture if an event of default under the indenture has occurred and is continuing.

Except as may be otherwise specified in the applicable prospectus supplement, the debt securities will not be convertible or exchangeable at\nour option or at the option of holders of the debt securities and will not be subject to a sinking fund. Except as may be otherwise specified in the applicable prospectus supplement, we will not have the right to redeem the debt securities of any\nseries offered pursuant to this prospectus. Except as may be otherwise specified in the applicable prospectus supplement, holders will not have the right to require us to repurchase prior to maturity any of the debt securities of any series offered\npursuant to this prospectus.

The debt securities will be subject to defeasance as described under “—Provisions of the\nIndenture—Legal Defeasance and Covenant Defeasance.”

Notices to registered holders of the debt securities of a series will be\nmailed to such holders. Any notice will be deemed to have been given on the date of mailing and publication or, if published more than once, on the date of first publication.

Debt securities of a series that we may offer pursuant to this prospectus will not be listed for trading on any securities exchange unless the\napplicable prospectus supplement states that those debt securities have been listed or admitted for trading, or that we have applied, or will apply, for the listing of and admission of those debt securities for trading on a particular securities\nexchange.

The laws of the State of New York govern the indenture, govern the outstanding debt securities of each series issued under the\nindenture and will govern any debt securities of a series to be issued under the indenture in the future.

Interest and Interest Rates

General

In the applicable prospectus\nsupplement, we will designate the debt securities of a series as either bearing interest at a fixed rate of interest or bearing interest at a floating rate of interest. Each debt security will begin to accrue interest from the date it is originally\nissued unless otherwise specified in the applicable prospectus supplement. Interest on each such debt security will be payable in arrears on the interest payment dates set forth in the applicable prospectus supplement and as otherwise described\nbelow and at maturity or, if earlier, a tax,

\noptional or other redemption date as described below if applicable to the debt securities. Interest will be payable to the holder of record of the debt securities at the close of business on the\nrecord date for each interest payment date, which record dates will be specified in such prospectus supplement. As used in the indenture, the term “business day” generally means any day, other than a Saturday or Sunday, on which banking\ninstitutions in the City of New York and any Place of Payment (as defined in the Indenture) of our debt securities of a series are open for business. However, the term “business day” may be defined differently for the debt securities of\na specific series, in which event, the different definition will be described in the applicable prospectus supplement.

Fixed Rate Debt Securities\n

If a series of debt securities being offered pursuant to this prospectus will bear interest at a fixed rate of interest, the debt\nsecurities of that series will bear interest at the annual interest rate for debt securities of that series specified in the title of that series appearing on the cover page of the applicable prospectus supplement. Interest on those debt securities\nwill be payable semi-annually in arrears on the interest payment dates for those debt securities unless otherwise specified in the applicable prospectus supplement. If the maturity date, any tax, optional or other redemption date or an interest\npayment date is not a business day, we will pay any principal, premium, if any, interest or redemption price otherwise payable on such day on the next business day, and no interest will accrue on, from and after the maturity date, the redemption\ndate or that interest payment date. Interest on the fixed rate debt securities will be computed on the basis of a 360-day year of twelve 30-day months unless otherwise\nspecified in the applicable prospectus supplement.

Floating Rate Debt Securities

If a series of debt securities being offered pursuant to this prospectus will bear interest at a floating rate of interest, the debt securities\nof that series will bear interest during each relevant interest period at the rate determined as set forth in the applicable prospectus supplement. In the applicable prospectus supplement, we will indicate any spread or spread multiplier to be\napplied in the interest rate formula to determine the interest rate applicable in any interest period and other terms of the offered notes. The applicable prospectus supplement will identify the calculation agent for each series of floating rate\ndebt securities, which will compute the interest accruing on the debt securities of the relevant series.

Payment and Paying and Transfer Agent

We will make all payments of principal of and premium, if any, and interest on or redemption price of the debt securities of each series\noffered pursuant to this prospectus to the depositary for the debt securities of that series, which may be The Depository Trust Company, or “DTC,” or the common depositary for Clearstream Banking S.A., or “Clearstream,” and\nEuroclear Bank SA/NV, or “Euroclear Bank,” as the operator of the Euroclear system, or “Euroclear,” for so long as those debt securities remain in book-entry form. If certificated securities are issued as to the debt\nsecurities of any series, we will pay the principal of, the premium, if any, on, interest on and redemption price, if any, for those debt securities by wire transfer in accordance with the instructions given to us by the holders of those debt\nsecurities. Except as otherwise noted below, all other payments with respect to certificated debt securities will be made at the office or agency of the paying agent within New York, New York unless we elect to make interest payments by check mailed\nto the holders at their address set forth in the register of holders.

Payments of amounts (including principal, premium, if any, interest\nand redemption price, if any) in respect of the debt securities which are initially delivered by us through the facilities of Clearstream or Euroclear will be made by us to a paying agent. While such debt securities are held by Clearstream or\nEuroclear, the paying agent will, in turn, make payments on such debt securities to the common depositary for Clearstream and Euroclear, which will distribute such payments to participants in Clearstream and Euroclear in accordance with their\nrespective procedures.

Under the terms of the indenture, we and the trustee will treat the registered holder of\nsuch debt securities (i.e., DTC, Clearstream or Euroclear (or their respective nominees)) as the owner thereof for all purposes, including the right to receive payments and for all other purposes. Consequently, neither we nor the trustee or any of\nour respective agents has or will have any responsibility or liability for:

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•

any aspects of the records of DTC, Clearstream, Euroclear or any direct or indirect participant therein relating\nto or payments made on account of any such debt securities, any such payments made by DTC, Clearstream, Euroclear or any direct or indirect participant therein, or maintaining, supervising or reviewing the records of DTC, Clearstream, Euroclear or\nany direct or indirect participant therein relating to or payments made on account of any such debt securities; or

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•

DTC, Clearstream, Euroclear or any direct or indirect participant therein. Payments by such participants to the\nbeneficial owners of our debt securities held through any such participant are the responsibility of such participant, as is now the case with securities held for the accounts of customers registered in “street name.”\n

We will maintain an office or agency in the Borough of Manhattan, The City of New York, where debt securities of each\nseries may be presented for registration of transfer or for exchange and an office or agency where such debt securities may be presented and surrendered for payment unless otherwise specified in the applicable prospectus supplement. The Bank of New\nYork Mellon Trust Company, N.A., the trustee under the indenture, will also be the registrar and paying agent for the debt securities of each series unless it resigns from such position, it is otherwise replaced in such capacities as provided in the\nindenture or a different paying agent is named in the applicable prospectus supplement. Holders will not have to pay any service charge for any registration of transfer or exchange of debt securities, but we may require payment of a sum sufficient\nto cover any tax or other governmental charge payable in connection with such registration of transfer.

Same-Day\nSettlement

The debt securities will trade in the same-day funds settlement system in the United\nStates until maturity. Purchases of debt securities in secondary market trading must be settled in immediately available funds. Secondary market trading in the debt securities between participants in Clearstream or Euroclear will occur in accordance\nwith the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to eurobonds in immediately available funds. See “Book-Entry Issuance and Settlement.”

Payment of Additional Amounts

Solely for debt\nsecurities of a series as to which we have specified in the applicable prospectus supplement that the terms of the debt securities of that series include the right to the payment of additional amounts and provided that alternative provisions for the\npayment of additional amounts are not specified in the applicable prospectus supplement, we will pay to each beneficial owner of such debt securities who is a Non-U.S. Person (as defined below) additional\namounts as may be necessary so that every net payment of the principal of, and interest on such beneficial owner’s debt securities, after deduction or withholding for or on account of any present or future tax, assessment or other governmental\ncharge imposed upon that beneficial owner by the United States or any political subdivision or taxing authority thereof or therein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid), will not be\nless than the amount provided in such beneficial owner’s debt securities to be then due and payable. Unless otherwise specified in the applicable prospectus supplement, we will not be required to make any payment of additional amounts for or\non account of:

\n\n\n\n

(a)

any tax, assessment or other governmental charge that would not have been imposed but for (1) the\nexistence of any present or former connection (other than a connection arising solely from the ownership of those debt securities or the receipt of payments in respect of those debt securities) between that beneficial owner, or between a fiduciary,\nsettlor, beneficiary of, member or shareholder

\n\n\n

\nof, or possessor of a power over, that beneficial owner, if that beneficial owner is an estate, trust, partnership or corporation, and the United States, including that beneficial owner, or that\nfiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or\n(2) the presentation of any debt securities for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for;

\n\n\n\n

(b)

any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other\ngovernmental charge;

\n\n\n\n

(c)

any tax, assessment or other governmental charge imposed by reason of that beneficial owner’s past or\npresent status as a personal holding company, a controlled foreign corporation, a passive foreign investment company or a foreign private foundation or other foreign tax-exempt organization with respect to the\nUnited States or as a corporation that accumulates earnings to avoid U.S. federal income tax;

\n\n\n\n

(d)

any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of\nprincipal of, premium, if any, on, interest on or the redemption price for such beneficial owner’s debt securities;

\n\n\n\n

(e)

any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment\nof principal of, premium, if any, on, interest on or the redemption price for any debt securities if that payment can be made without withholding by any other paying agent;

\n\n\n\n

(f)

any tax, assessment or other governmental charge that would not have been imposed but for the failure of a\nbeneficial owner or any holder of debt securities to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the\nnationality, residence, identity or connections with the United States of the beneficial owner or any holder of the debt securities, if such compliance is required by statute or by regulation of the U.S. Treasury Department as a precondition to\nrelief or exemption from such tax, assessment or other governmental charge, including, without limitation, any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the\n“Code”);

\n\n\n\n

(g)

any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as\ndefined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of our company or (2) a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code; or\n

\n\n\n\n

(h)

any combination of items (a), (b), (c), (d), (e), (f) and (g) above.

In addition, unless otherwise specified in the applicable prospectus supplement, to the extent described below, we will not pay additional\namounts to a beneficial owner of a debt security that is a fiduciary, partnership, limited liability company or other fiscally transparent entity. This exception will apply to a beneficial owner of a debt security that is a fiduciary, partnership,\nlimited liability company or other fiscally transparent entity only to the extent a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent\nentity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment subject to the tax, assessment or other\ngovernmental charge as to which withholding or another deduction occurs.

As used in this discussion of the payment of additional amounts,\nthe term “beneficial owner” includes any person holding a debt security on behalf of or for the account of a beneficial owner and the term “Non-U.S. Person” means a person that is not a\nUnited States person. The term “United States person” means an individual

\ncitizen or resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof, an estate the income of\nwhich is subject to United States federal income taxation regardless of its source, a trust subject to the primary supervision of a court within the United States and the control of one or more United States persons as described in\nSection 7701(a)(30) of the Code, or a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.

Redemption upon Tax Event

If, as a result of\nany change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official\nposition regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of the applicable prospectus supplement for a series of debt securities, we\nbecome, or based upon a written opinion of independent counsel selected by us, will become obligated to pay additional amounts as described above under the heading “—Payment of Additional Amounts” with respect to the debt\nsecurities of that series, then we may at our option redeem, in whole, but not in part, the debt securities of that series on not less than 30 nor more than 60 days’ prior notice given at any time after such an occurrence, at a redemption\nprice equal to 100% of their principal amount, together with interest accrued but unpaid on those debt securities to, but excluding, the date fixed for redemption.

Unless we default in payment of the redemption price upon the surrender of the debt securities for redemption, on and after the date fixed for redemption,\ninterest will cease to accrue on the debt securities or portions thereof called for redemption.

Redemption at Our Option

If specified in the applicable prospectus supplement, we will have the option to redeem all or part of the outstanding debt securities of that\nseries from time to time before the maturity date of the debt securities of that series. If we exercise that redemption option, we will notify the trustee and the registrar of the redemption date and of the principal amount of debt securities of the\nseries to be redeemed or, if the redemption price will be determined subsequently based on a formula, the formula for determining the redemption price. If less than all the debt securities of the series are to be redeemed, the particular debt\nsecurities of the series to be redeemed will be selected by the trustee by such method as the trustee deems fair and appropriate and that is in accordance with the rules of the applicable depositary. The price at which any debt securities are to be\nredeemed will be as specified in or determined in accordance with the terms of those debt securities.

Notice of redemption will be given\nto each holder of the debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. The notice will set forth: the redemption date; the price at which the debt securities will be redeemed or, if the\nredemption price will be determined subsequently based on a formula, the formula for determining the redemption price; if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of\npartial redemption, the respective principal amounts) of the particular debt securities to be redeemed; the place or places where such debt securities maturing after the redemption date are to be surrendered for payment of the price at which such\ndebt securities will be redeemed; and the CUSIP number, ISIN number or Common Code applicable to the debt securities to be redeemed.

At\nor prior to the opening of business on the redemption date, we will deposit or cause to be deposited with the trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will\nsegregate and hold in trust as provided in the indenture) an amount of money sufficient to pay the aggregate redemption price of all of the debt securities or the part thereof to be redeemed on that date and any accrued and unpaid interest payable.\nOn the redemption date, the price at which the debt securities will be redeemed will become due and payable upon all of the debt securities to be redeemed, and interest, if any, on

\nthe debt securities to be redeemed will cease to accrue on and after that date; provided that, if the redemption price and any other amount owing with respect to any debt security called for\nredemption is not paid upon surrender of such debt security for redemption, the principal of such debt security will, until paid, bear interest from the redemption date at the rate borne by such debt security or as otherwise provided in such debt\nsecurity. Upon surrender of any such debt securities for redemption, we will pay those debt securities surrendered at the price set for such redemption.

Any of the debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we\nwill execute, and the trustee will authenticate and deliver to you without service charge, new debt securities of the same series, containing identical terms and conditions, of any authorized denominations as requested by you, in an aggregate\nprincipal amount equal to and in exchange for the unredeemed portion of the debt securities you surrender.

Repurchase at the Holder’s Option

If specified in the applicable prospectus supplement, the holders of the debt securities of a series will have the option to elect repurchase\nof those debt securities by us prior to the stated maturity of the debt securities of that series at the time or times and subject to the conditions specified in that prospectus supplement. If the holders of the debt securities of a series have that\noption, the applicable prospectus supplement will specify the optional repurchase date or dates and the optional repurchase price, or the method by which such price will be determined. The optional repurchase price will be the price at which,\ntogether with accrued interest to the optional repurchase date, the debt security may be repaid at the holder’s option on each such optional repurchase date.

Any tender of a debt security by the holder for repurchase will be irrevocable. Unless specified otherwise in the applicable prospectus\nsupplement, any repurchase option of a holder may be exercised by the holder of debt securities for less than the entire principal amount of the debt security, provided that the principal amount of the debt security remaining outstanding after\nrepurchase will be an authorized denomination. Upon such partial repurchase, the debt securities will be canceled and new debt securities for the remaining principal amount will be issued in the name of the holder of the debt securities as to which\nthe partial repurchase occurs.

If debt securities are represented by a global note as described under “Book-Entry Issuance and\nSettlement,” the securities depositary for the global note or its nominee will be the holder of the debt security and, therefore, will be the only entity that can exercise a right to repurchase of the debt security. In order to ensure that the\ndepositary or its nominee will timely exercise a right to repurchase relating to a particular debt security, the beneficial owner of the debt security must instruct the broker or other direct or indirect participant in the depositary through which\nit holds an interest in the debt security to notify the depositary of its desire to exercise a repurchase option by the appropriate cut-off time for notifying the participant. Different firms have different cut-off times for accepting instructions from their customers. Accordingly, each beneficial owner of those debt securities should consult the broker or other direct or indirect participant through which it holds an\ninterest in a debt security in order to ascertain the cut-off time by which such an instruction must be given for timely notice to be delivered to the appropriate depositary.

Provisions of the Indenture

The indenture,\nwhich is a contract between us and the trustee, sets forth certain terms and conditions that may apply to, and be part of, the terms and conditions of the debt securities of a particular series, but that may not be expressly set forth in the debt\nsecurities of such series. The following discussion summarizes certain provisions of the indenture. The summary may not contain all of the information regarding the indenture’s terms you may want to have, and we urge you to read the full text\nof the indenture, including each supplement thereto. Those documents are exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference into such registration statement. We are incorporating by\nreference the provisions of

\nthe indenture summarized below by means of the section numbers of those provisions referred to below. The following summary is qualified in its entirety by those provisions of the indenture.

General

The indenture does not limit the\namount of debt securities that may be issued under it and provides that debt securities may be issued under it from time to time in one or more series. This prospectus and the applicable prospectus supplement by which we offer the debt securities of\none or more series will describe the following terms of the debt securities of each series being so offered:

\n\n\n\n\n

•

the title of the series;

\n\n\n\n\n

•

the maximum aggregate principal amount, if any, established for debt securities of the series;\n

\n\n\n\n\n

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the maximum aggregate initial public offering price, if any, established for the debt securities of the series;\n

\n\n\n\n\n

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any priority of payment applicable to debt securities of the series;

\n\n\n\n\n

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the date or dates on which the principal and premium, if any, will be paid;

\n\n\n\n\n

•

the method or methods by which payments of principal of, or premium, if any, or any interest on, debt securities\nof the series shall be determined if the amount of such payments may be determined with reference to an index, a formula or another method;

\n\n\n\n\n

•

the annual rate or rates, if any, which may be fixed or variable, at which the debt securities of the series\nshall bear interest, or the method or methods by which the rate or rates, if any, at which the debt securities of the series shall bear interest may be determined;

\n\n\n\n\n

•

the date or dates from which interest, if any, will accrue;

\n\n\n\n\n

•

the dates on which any accrued interest will be payable and the record dates for the interest payment dates;\n

\n\n\n\n\n

•

the basis upon which interest will be calculated if other than that of a\n360-day year consisting of twelve 30-day months;

\n\n\n\n\n

•

the percentage of the principal amount at which the debt securities of the series will be issued and if less than\nface amount, the portion of the principal amount that will be payable upon acceleration of the maturity of those debt securities or at the time of any prepayment of those debt securities or the method for determining that amount;\n

\n\n\n\n\n

•

if we may prepay the debt securities of the series in whole or in part, the terms of our prepayment right, the\ntime or times at which any such prepayment may be made, whether the prepayment may be made in whole or may be made in part from time to time and the terms and conditions on which such prepayment may be made, including the obligation to pay any\npremium or any other make-whole amount in connection with any prepayment;

\n\n\n\n\n

•

the extent, if any, to which the debt securities of the series may be issued in temporary or permanent global\nform, the terms and conditions on which the debt securities issued in global form may be exchanged for definitive securities and the manner for payment of interest on debt securities represented by global securities;

\n\n\n\n\n

•

the offices or agencies where the debt securities of the series may be presented for registration of transfer or\nexchange;

\n\n\n\n\n

•

the place or places where the principal of and premium, if any, and interest, if any, on debt securities of the\nseries will be paid;

\n\n\n\n\n

•

if we will have the right to redeem or repurchase the debt securities of the series, in whole or in part, at our\noption, the terms of our redemption or repurchase right, when those redemptions or repurchases may be made, the redemption or repurchase price or the method or methods for determining the redemption or repurchase price, and any other terms and\nconditions upon which any such redemption or repurchase made at our option will occur;

\n\n\n\n\n

•

if we will be obligated to redeem or repurchase the debt securities of the series in whole or in part at any time\npursuant to any sinking fund or analogous provisions or without the benefit of any sinking fund or analogous provisions, the terms of our redemption or repurchase obligation, including when and at whose option we will be obligated to redeem or\nrepurchase the debt securities of the series, and the redemption or repurchase price or the method for determining the redemption or repurchase price and any other terms and conditions on which such redemption or repurchase must occur;\n

\n\n\n\n\n

•

if any debt securities of the series will be convertible into any other securities of our company or exchangeable\nfor other securities of our company or any other person, the terms on which any debt securities of the series will be convertible into any other securities of our company or exchangeable for other securities of our company or any other person, the\nconversion or exchange price or prices or conversion or exchange ratio or ratios, when such conversion or exchange may occur, or the method or methods of determining that price or prices or that ratio or ratios and the other terms and conditions,\nincluding anti-dilution terms, upon which any conversion or exchange may occur;

\n\n\n\n\n

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the denominations in which we will issue debt securities of the series if other than $2,000 and integral\nmultiples of $1,000 in excess thereof;

\n\n\n\n\n

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the currency in which we will pay principal, premium, if any, interest and other amounts owing with respect to\nthe debt securities of the series, which may be U.S. dollars, a foreign currency, a common currency or a composite currency;

\n\n\n\n\n

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if the debt securities of the series will be subordinated in right of payment to other debt securities or other\nindebtedness, the terms and conditions of that subordination;

\n\n\n\n\n

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if the debt securities of the series will be entitled to the payment of any additional amounts, the terms of our\nobligation to pay additional amounts and the conditions under which we will be required to pay such amounts;

\n\n\n\n\n

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whether the debt securities of the series will be issued in certificated or book-entry form;\n

\n\n\n\n\n

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any addition to or change in the events of default with respect to, or covenants relating to, the debt securities\nof the series;

\n\n\n\n\n

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whether the debt securities of the series will be subject to defeasance as provided in the indenture; and\n

\n\n\n\n\n

•

any other specific terms and conditions of the series of debt securities. (Section 3.01)

If we sell debt securities of any series that are denominated in or whose purchase price is payable in one or more foreign currencies,\ncurrency units or composite currencies, we will disclose any material applicable restrictions, elections, tax consequences, specific terms and other information with respect to that series of debt securities and the relevant foreign currencies,\ncurrency units or composite currencies in each prospectus supplement relating to that series.

We may offer and sell series of the debt\nsecurities as original issue discount securities, as securities bearing no interest or as securities bearing interest at a rate that at the time of issuance is below market rates. We may also sell debt securities of a series at a substantial\ndiscount below their stated principal amount. We will describe the material U.S. federal income tax consequences and other special considerations applicable to the debt securities of a series or sales thereof in each prospectus supplement relating\nto an offering of debt securities of that series if and to the extent such consequences and considerations are not described in this prospectus.

Events of Default and Waiver

An event of default with respect to the debt securities of a series issued will occur if:

\n\n\n\n\n

•

we fail to pay interest on any outstanding debt securities of that series when that interest is due and payable\nand that failure continues for 30 days;

\n\n\n\n\n

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we fail to pay principal of or premium, if any, on any outstanding debt securities of that series when that\nprincipal or premium, if any, is due and payable;

\n\n\n\n\n

•

we fail to perform or we breach any covenant or warranty in the indenture with respect to any outstanding debt\nsecurities of that series and that failure continues for 90 days after we receive written notice of that default from the trustee or the holders at least 25% of the outstanding debt securities of that series;

\n\n\n\n\n

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certain events of bankruptcy, insolvency or reorganization occur with respect to us; or

\n\n\n\n\n

•

any other event occurs that is designated as an event of default with respect to a particular series of debt\nsecurities when that series of debt securities is established. (Section 7.01)

An event of default with respect to a\nparticular series of debt securities issued under the indenture does not necessarily constitute an event of default with respect to any other series of debt securities issued under the indenture.

If an event of default with respect to any series of outstanding debt securities occurs and is continuing (other than an event of default\nrelating to certain events of bankruptcy, insolvency or reorganization with respect to us), 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\namount of the outstanding debt securities of that series to be immediately due and payable. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to us occurs and is continuing, the principal of\nand accrued and unpaid interest on the then outstanding debt securities of all series issued under the indenture will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders of the\ndebt securities. (Section 7.02)

The holders of a majority in aggregate principal amount of the outstanding debt securities of a series\nmay waive an event of default resulting in acceleration of the debt securities of that series and rescind and annul that acceleration, but only if all other events of default with respect to the debt securities of that series have been remedied or\nwaived and all payments due with respect to the debt securities of that series, other than those becoming due as a result of acceleration, have been made. (Section 7.02) If an event of default occurs and is continuing with respect to the debt\nsecurities of a series, the trustee may, in its discretion, and will, at the written request of holders of not less than a majority in aggregate principal amount of the outstanding debt securities of that series and upon reasonable indemnity against\nthe costs, expenses and liabilities to be incurred by the trustee in compliance with such request and subject to certain other conditions set forth in the indenture, proceed to protect the rights of the holders of the debt securities of that series.\n(Sections 7.03 and 7.12) The holders of a majority in aggregate principal amount of the debt securities of that series may waive any past default under the indenture and its consequences except an uncured default in the payment of principal of and\npremium, if any, or interest on those debt securities or with respect to any covenant or provision of the indenture that the indenture or the debt securities specifically provide cannot be waived without the consent of each holder of debt securities\nof that series. Upon such a waiver, the default and any event of default arising out of the default will be deemed cured for all purposes of the debt securities of that series. (Section 7.13)

The indenture provides that upon the occurrence of an event of default arising out of our failure to pay interest when due on the debt\nsecurities of a series or our failure to pay the principal of or premium, if any, on the debt securities of a series at their maturity, we will, upon the trustee’s demand, pay to the trustee for the benefit of the holders of the outstanding\ndebt securities of that series, the whole amount then due and payable on the debt securities of that series for principal, premium, if any, and interest. The indenture also provides that if we fail to\n

\npay such amount forthwith upon such demand, the trustee may, among other things, institute a judicial proceeding for the collection of those amounts. (Section 7.03)

The indenture also provides that, notwithstanding any other provision of the indenture, the holder of any debt securities of a series will\nhave the right to institute suit for the enforcement of any payment of principal of and premium, if any, and interest on the debt securities of that series or any redemption price or repurchase price when due and that such right will not be impaired\nwithout the consent of that holder. (Section 7.08)

The trustee is required, within 90 days after the occurrence of a default (as defined\nbelow) with respect to the debt securities of a series, to give to the holders of the debt securities of that series notice of all uncured defaults with respect to the debt securities of that series known to the trustee. However, except in the case\nof default in the payment of principal of or premium, if any, or interest on any of the debt securities of that series, or in the payment of any sinking fund installment with respect to any of the debt securities of that series, the trustee will be\nprotected in withholding that notice if the trustee in good faith determines that the withholding of that notice is in the interest of the holders of the debt securities of that series. The term “default,” for the purpose of this\nprovision only, means the occurrence of any event that is or would become, after notice or the passage of time or both, an event of default with respect to the debt securities of that series. (Section 8.02)

We are required to file annually with the trustee a written statement as to the existence or\nnon-existence of defaults under the indenture or any series of debt securities. (Section 5.05)

Legal\nDefeasance and Covenant Defeasance

We may, at our option and at any time, elect to have all of the obligations discharged with respect\nto the outstanding debt securities or as to any series thereof, except for:

\n\n\n\n\n

•

the rights of holders of debt securities to receive payments of principal, premium, if any, interest and\nadditional amounts, if any, from the trust referred to below when those payments are due;

\n\n\n\n\n

•

our obligations respecting the debt securities concerning issuing temporary debt securities, registration of\ntransfers of debt securities, mutilated, destroyed, lost or stolen debt securities, the maintenance of an office or agency for payment and money for payments with respect to the debt securities being held in trust;

\n\n\n\n\n

•

the rights, powers, trusts, duties and immunities of the trustee and our obligations in connection therewith; and\n

\n\n\n\n\n

•

the provisions of the indenture relating to such a discharge of obligations.

We refer to a discharge of this type as “legal defeasance.” (Section 11.02)

In addition, other than our covenant to pay the amounts due and owing with respect to a series of debt securities, we may elect to have our\nobligations as the issuer of a series of debt securities released with respect to covenants relating to that series of debt securities. Thereafter, any failure to comply with those obligations will not constitute a default or event of default with\nrespect to the debt securities of that series. If such a release of our covenants occurs, our failure to perform or our breach of the covenants or warranties defeased will no longer constitute an event of default with respect to those debt\nsecurities. We refer to a discharge of this type as “covenant defeasance.” (Section 11.03)

To exercise either of the\ndefeasance rights described above as to the outstanding debt securities of a series, certain conditions must be satisfied, including, among others:

\n\n\n\n\n

•

we must irrevocably deposit, or cause to be deposited, with the trustee, in trust for the benefit of the holders\nof the outstanding debt securities of the series, moneys in the currency in which the debt securities are denominated, securities issued by a government, governmental agency or central bank of\n

\n\n\n

\nthe country in whose currency the debt securities are denominated or a combination of cash and such securities, in amounts sufficient to pay the principal of and premium, if any, and interest on\nall of the then outstanding debt securities to be affected by the defeasance at their stated maturity;

\n\n\n\n\n

•

no default or event of default under the indenture then exists on the date of such deposit, subject to certain\nexceptions;

\n\n\n\n\n

•

such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a\ndefault under, the indenture or any other material agreement or instrument to which we are a party or by which we are bound;

\n\n\n\n\n

•

the trustee must receive an opinion of counsel confirming that the holders of the outstanding debt securities\nwill not recognize income, gain or loss for U.S. federal income tax purposes as a result of that legal defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as\nwould have been the case if that defeasance had not occurred, which opinion, only in the case of the legal defeasance of the debt securities of a series, will be based on a ruling of the Internal Revenue Service or a change in U.S. federal income\ntax law to that effect occurring after the date of the indenture;

\n\n\n\n\n

•

the trustee must receive an opinion of counsel to the effect that, after the ninety-first day following the\ndeposit, the trust funds will not be part of any “estate” formed by the bankruptcy of our company or subject to the “automatic stay” under the United States Bankruptcy Code or, in the case of covenant defeasance, will be\nsubject to a first priority lien in favor of the trustee for the benefit of the holders of the outstanding debt securities of the series; and

\n\n\n\n\n

•

the trustee must receive an officer’s certificate stating that the deposit was not made by us with the\nintent of preferring the holders of the debt securities over any other creditors of us with the intent of defeating, hindering, delaying or defrauding any other creditors of us or others. (Section 11.04)

Satisfaction and Discharge

If we so\nrequest, the indenture will cease to be of further effect, other than as to certain rights of registration of transfer or exchange of the debt securities, as provided for in the indenture, and the trustee, at our expense, will execute proper\ninstruments acknowledging satisfaction and discharge of the indenture and the debt securities when:

\n\n\n\n\n

•

all the debt securities previously authenticated and delivered under the indenture, other than destroyed, lost or\nstolen debt securities that have been replaced or paid and debt securities that have been subject to defeasance, have been delivered to the trustee for cancellation; or

\n\n\n\n\n

•

all of the debt securities issued under the indenture not previously delivered to the trustee for cancellation\n(i) have become due and payable, (ii) will become due and payable at their stated maturity within 60 days or (iii) will become due and payable at redemption within 60 days under arrangements satisfactory to the trustee for the giving\nof notice of redemption by the trustee in our name and expense, and we have irrevocably deposited or caused to be deposited with the trustee in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness arising under\nthe debt securities issued pursuant to the indenture not previously delivered to the trustee for cancellation, for principal of, premium, if any, on and interest on those debt securities to the date of such deposit (in the case of debt securities\nthat have become due and payable) or to the stated maturity of these securities or redemption date, as the case may be; and

\n\n\n\n\n

•

in either of the foregoing cases:

\n\n\n\n\n

•

we have paid or caused to be paid all sums payable under the indenture by us;

\n\n\n\n\n

•

no default or event of default under the indenture then exists; and

\n\n\n\n\n

•

we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all\nconditions precedent provided in the indenture relating to the satisfaction and discharge of the indenture have been complied with. (Section 11.08)

Modification of the Indenture

We and the\ntrustee may execute a supplemental indenture to add provisions to or to eliminate or change provisions of the indenture or to modify otherwise the rights of the holders of debt securities of one or more series if we have the consent of the holders\nof not less than a majority in aggregate principal amount of the outstanding debt securities of all series affected by that supplemental indenture. However, we and the trustee may not execute a supplemental indenture without the consent of each\nholder of debt securities of the series affected by that supplemental indenture if that supplemental indenture would, among other things:

\n\n\n\n\n

•

change the maturity of, the principal of, or the stated maturity of any installment of interest or premium, if\nany, on, any such debt security, reduce the principal amount of or the premium, if any, or rate of interest on any such debt security, change any method for determining the rate of interest on any such debt security, change the obligation to pay any\nadditional amounts with respect to any such debt security, reduce the amount due and payable on any such debt security upon the acceleration of its maturity or upon its repurchase or redemption if the amount payable upon acceleration, repurchase or\nredemption is otherwise less than the stated principal amount of that debt security, change the method of calculating interest on any such debt security of the affected series, change the currency in which the principal of or the premium, if any, or\ninterest on any such debt security is payable, reduce the minimum rate of interest on any such debt security or impair the right to institute suit for the enforcement of any such payment on or with respect to any such holder’s debt securities;\n

\n\n\n\n\n

•

reduce the percentage in principal amount of outstanding debt securities of any series described above as being\nrequired to consent to entry into a particular supplemental indenture or for the waiver of certain defaults under the indenture and their consequences; or

\n\n\n\n\n

•

modify the provisions of the indenture relating to modification of the indenture, except in certain specified\nrespects. (Section 9.02)

We and the trustee, without the consent of the holders of the debt securities, may execute a\nsupplemental indenture to, among other things:

\n\n\n\n\n

•

evidence the succession of another corporation to us and the successor’s assumption to our covenants with\nrespect to the debt securities and the indenture;

\n\n\n\n\n

•

add to our covenants further restrictions or conditions for the benefit of holders of all or any series of the\ndebt securities;

\n\n\n\n\n

•

cure ambiguities or correct or supplement any provision contained in the indenture or any supplemental indenture\nthat may be inconsistent with another provision;

\n\n\n\n\n

•

add additional events of default with respect to all or any series of the debt securities;

\n\n\n\n\n

•

add to, change or eliminate any provision of the indenture, provided that the addition, change or elimination\nwill not affect any outstanding debt securities;

\n\n\n\n\n

•

establish new series of debt securities and the form or terms of such series of debt securities and to provide\nfor the issuance of securities of any series so established;

\n\n\n\n\n

•

evidence and provide for the acceptance of appointment of a successor trustee with respect to one or more series\nof debt securities and to add or change any provision to or of the indenture as necessary to have more than one trustee under the indenture; and

\n\n\n\n\n

•

comply with the requirements of the SEC in order to maintain the qualification of the indenture under the Trust\nIndenture Act of 1939, as amended, or the “Trust Indenture Act.” (Section 9.01)

Amalgamation, Consolidation, Merger or Sale of Assets

The indenture provides that we may, without the consent of the holders of any of the outstanding debt securities of any series, amalgamate,\nconsolidate with, merge into or transfer our properties and assets substantially as an entirety to any person or enter into any reorganization or arrangement, provided that:

\n\n\n\n\n

•

any successor to us assumes our obligations on our outstanding debt securities issued under this indenture;\n

\n\n\n\n\n

•

any successor to us must be an entity organized under the laws of a state of the United States;\n

\n\n\n\n\n

•

after giving effect to such transaction, no event of default, as defined in the indenture, and no event that\nafter notice or lapse of time, or both, would become an event of default shall have happened and be continuing; and

\n\n\n\n\n

•

certain other conditions under the indenture are satisfied.

Any such amalgamation, consolidation, merger or transfer of assets substantially as an entirety, or reorganization or arrangement, that satisfies the\nconditions described above would not constitute a default or event of default that would entitle holders of the debt securities or the trustee, on their behalf, to take any of the actions described above under “—Events of Default and\nWaiver.” (Sections 10.01 and 10.02)

No Limitations on Additional Debt and Liens

The indenture does not contain any covenants or other provisions that would limit our right to incur additional indebtedness, enter into any\nsale and leaseback transaction or grant liens on our assets. We may also incur from time to time additional debt other than through the issuance of debt securities under this prospectus. If we incur such additional debt by issuing other debt\nsecurities, we may, but need not, issue those debt securities pursuant to the indenture.

Indenture Trustee

The Bank of New York Mellon Trust Company, N.A., is the trustee under the indenture and will also be the registrar and paying agent for each\nseries of debt securities offered and sold pursuant to this prospectus unless otherwise specified in the applicable prospectus supplement. The trustee is a national banking association with its principal offices in Los Angeles, California. The\ntrustee administers debt securities that we have previously issued under the indenture through its Chicago, Illinois office, and we anticipate that the trustee will also administer the debt securities of each series issued pursuant to this\nprospectus through its Chicago, Illinois office.

The trustee has two main roles under the indenture. First, the trustee can enforce your\nrights against us if an event of default, as described above under “ —Events of Default and Waiver,” occurs. Second, the trustee performs certain administrative duties related to the debt securities of each series for us. The\ntrustee is entitled, subject to its duty when an event of default has occurred and is continuing to act with the required standard of care, to be indemnified by the holders of the debt securities before proceeding to exercise any right or power\nunder the indenture at the request of those holders. The indenture provides that the holders of a majority in principal amount of the debt securities of a series may direct, with regard to that series, the time, method and place of conducting any\nproceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities, although the trustee may decline to act if that direction is contrary to law or if the trustee\ndetermines in good faith that the proceeding so directed would be illegal or would result in personal liability to it.

We have previously\nissued under the indenture, and there were outstanding at the date of this prospectus, senior unsecured debt securities of a number of series. The Bank of New York Mellon Trust Company, N.A. also serves as trustee under other indentures under which\nwe have issued other debt securities that were outstanding at the date of this prospectus.

We and our subsidiaries have had in the past, and may maintain in the future, ordinary\nbanking and trust relationships with The Bank of New York Mellon Trust Company, N.A. and certain of its affiliates. One of those affiliates has been an underwriter of debt securities we have previously sold and issued pursuant to the indenture.

The Trust Indenture Act provides that, upon the occurrence of a default under the indenture, if the trustee has a conflicting interest (as\ndefined in the Trust Indenture Act), the trustee must, within 90 days after it ascertains that it has that conflicting interest, either eliminate that conflicting interest or resign as trustee unless the default has been cured, waived or otherwise\neliminated before the end of the 90-day period. If the trustee fails to resign in those circumstances, it is required to provide, within ten days after the 90-day period\nexpires, notice of the conflicting interest to the holders of the debt securities outstanding under the indenture. Any security holder that has been a bona fide holder of debt securities issued for at least six months may petition a court of\ncompetent jurisdiction to remove the trustee and to appoint a successor trustee under the indenture if the trustee does not eliminate its conflicting interest or resign as indenture trustee upon the written request of such holder during the 90-day period described above. A security holder filing such a petition may be required by the court to undertake to pay the costs of such court action. In accordance with the Trust Indenture Act, as a result of the\ntrustee being the indenture trustee as to other series of our debt securities issued under the indenture and as to other securities issued pursuant to at least one other indenture, the trustee would not be deemed to have a conflicting interest upon\nthe default as to the debt securities of a particular series.

BOOK-ENTRY ISSUANCE AND SETTLEMENT

Form of the Debt Securities, Title and Transfers

The debt securities of each series will initially be issued in book-entry form only and will be represented by one or more global notes that\nwill be fully registered in the name of a depositary or a nominee of a depositary. Unless the prospectus supplement relating to the offering of debt securities of a particular series specifies otherwise, the global notes representing the debt\nsecurities of a series denominated in U.S. dollars will be deposited with, or on behalf of, DTC, as the depositary, and registered in the name of Cede & Co., as DTC’s nominee, and the global notes representing the debt securities of a\nseries denominated in a currency other than U.S. dollars will be deposited with a common depositary on behalf of Clearstream and Euroclear and registered in the name of that common depositary or a nominee of that common depositary. An affiliate of\nthe trustee may act as the common depositary for Clearstream and Euroclear for the global notes representing debt securities of a series denominated in a currency other than U.S. dollars and, in such a case, such global notes may be registered in\nthe name of such common depositary or a nominee of such common depositary. Unless and until a global note is exchanged in whole for securities in definitive registered form, such global note may not be transferred except as a whole by and among the\ndepositary for the global security, the nominees of the depositary or any successors of the depositary or those nominees. No person who acquires an interest in any global note will be entitled to receive a certificate or other instrument\nrepresenting the person’s interest in the global notes except as described below or in the applicable prospectus supplement.

Although DTC, Clearstream and Euroclear have agreed to the procedures described below in order to facilitate transfers of global securities\namong participants in DTC, Clearstream and Euroclear, none of them are under any obligation to perform or continue to perform their respective procedures, and the procedures of any of DTC, Clearstream and Euroclear may be modified or discontinued at\nany time. None of our company, the trustee, any paying agent, any registrar and any transfer agent with respect to our debt securities of any series offered by this prospectus and the applicable prospectus supplement will have any responsibility for\nthe performance by DTC, Euroclear, Clearstream or any of their respective direct or indirect participants of their respective obligations under the rules and procedures governing the operations of DTC, Clearstream or Euroclear.

Debt securities of a particular series represented by one or more global notes will be exchangeable for certificated debt securities of that\nseries with the same terms and in authorized denominations only if:

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DTC, Clearstream or Euroclear, as the case may be, is unwilling or unable to continue as depositary of debt\nsecurities of that series or ceases to be a clearing agency registered under applicable law, and we do not appoint a successor depositary within 90 days;

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we decide to discontinue the book-entry system as to our debt securities of such series or of all series of our\ndebt securities; or

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an event of default has occurred and is continuing with respect to the debt securities of such series.\n

If a global note is exchanged for certificated debt securities, the trustee will keep the registration books for such debt securities\nat its corporate office and follow customary practices and procedures regarding those certificated debt securities.

Actions and Notices

Unless and until certificated debt securities are issued and those particular debt securities are no longer held in the form of one or more\nglobal notes, all references in this prospectus or any prospectus supplement to actions by holders of any debt securities refer to actions taken or to be taken by DTC, Clearstream or Euroclear, as the case may be, upon instructions from its\nparticipants, and all references herein to payments and notices to the holders of debt securities refer to payments and notices to be made or given to DTC, its nominee, Clearstream, Euroclear, the common depositary for Clearstream and Euroclear or\nthe nominee of such common depositary, as the case may be, as the registered holder of the offered debt securities.

The Clearing Systems and Settlement

Although the following information in this prospectus concerning DTC, Clearstream and Euroclear and their respective book-entry systems has\nbeen obtained from sources we believe to be reliable, we take no responsibility for the accuracy of that information. Furthermore, none of DTC, Clearstream and Euroclear have any obligation to perform or continue to perform their respective\nprocedures described below, and any of them may discontinue or change those procedures at any time.

DTC

DTC has advised as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking\norganization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”\nregistered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that DTC’s participating organizations, referred to as “direct DTC participants,” deposit with DTC. DTC also facilitates the\npost-trade settlement among direct DTC participants of sales and other securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct DTC participants’ accounts at\nDTC, thereby eliminating the need for physical movement of securities certificates. Direct DTC participants include both U.S. and non-U.S. securities brokers and dealers (including underwriters of our debt\nsecurities), banks, trust companies, clearing corporations and certain other organizations, some of which, and/or their representatives, indirectly own DTC. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or\n“DTCC,” which is the holding company for the National Securities Clearing Corporation and the Fixed Income Clearing Corporation, each of which is a registered clearing organization. The users of DTCC’s regulated subsidiaries’\nservices own DTCC. Indirect access to the DTC system is also available to others, referred to as “indirect DTC participants” and together with direct DTC participants, referred to as “DTC participants,” such as U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations, that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly. The\nrules applicable to DTC and the DTC participants are on file with the SEC. According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a\nrepresentation, warranty or contract modification of any kind.

Beneficial interests in a global note representing our outstanding debt\nsecurities and registered in the name of DTC or the nominee of DTC will be shown on, and transfers of beneficial interests in the global note will be made only through, records maintained by DTC and DTC participants. When you purchase such debt\nsecurities, the purchases must be effected by or through a direct DTC participant, which will receive credit for the debt securities in its account on DTC’s records. Upon that purchase, you will become the beneficial owner of the purchased\ndebt securities. If you purchase through a direct DTC participant, your interest will be recorded on the records of the direct DTC participant. If you purchase through an indirect DTC participant, your interest will be recorded on the records of the\nindirect DTC participant, while the direct DTC participant through which the purchase is effected will reflect ownership of those debt securities in the account it maintains for the indirect DTC participant. Neither DTC nor we will have any\nknowledge of your individual ownership of the debt securities. When you purchase debt securities through the DTC system, you will not receive a written confirmation of your purchase or sale or any periodic account statement directly from DTC. You\nshould instead receive these confirmations and account statements from the DTC participant through which you purchase the debt securities. The DTC participants are responsible for keeping accurate account of the holdings of their customers,\nincluding, if you are a customer of such DTC participant, any beneficial interests you may hold in our debt securities.

We and the\ntrustee will treat the person in whose name a global note representing our debt securities is registered, whether DTC or its nominee, as the owner of such global note for all purposes. Accordingly, the trustee will pay all amounts payable with\nrespect to such debt securities to the registered holder of such global note. It is DTC’s current practice, upon receipt of any payment of distributions or liquidation amounts due on a

\nglobal note, to proportionately credit direct DTC participants’ accounts on the payment date based on their holdings of the relevant securities. Payments to you with respect to your\nbeneficial interest in any of our debt securities in turn will be the responsibility of the DTC participants based on their respective customary practices, and the trustee, any paying agent and we will have no direct responsibility or liability to\npay amounts due on a global note to you or any other beneficial owners in that global note. We or, at our request, the trustee will send any redemption notices regarding debt securities of which you are the beneficial owner directly to DTC. In\naccordance with current practice, DTC will, in turn, inform the DTC participants, which will then contact you as a beneficial holder of the debt securities that are the subject of the redemption notice. DTC’s current practice is to pass\nthrough any consent or voting rights to the direct DTC participants by using an omnibus proxy. Those direct DTC participants should, in turn, solicit votes and consents from you, as the ultimate owner of debt securities, either directly or through\nthe indirect DTC participant through which you hold the debt securities, or provide you with a proxy based on their respective customary practices. As a general proposition, we understand that under existing industry practices, if we request the\nholders of our debt securities to take, or if a beneficial owner of our debt securities wants to take, any action that a holder of such debt securities is entitled to take under the indenture, DTC would authorize the direct DTC participants holding\nthe relevant beneficial interests in such debt securities to take that action. The DTC participants would authorize beneficial owners owning through them to take that action or would otherwise act upon the instructions of beneficial owners holding\nour debt securities through such DTC participants.

Under applicable rules, regulations and procedures, DTC must make book-entry transfers\nof our debt securities represented by global notes registered in the name of DTC or its nominee between direct DTC participants and receive and transmit distributions of principal of, premium, if any, on, interest on and the redemption price for\nsuch debt securities to the direct DTC participants whose accounts are credited with such debt securities as their interests appear. Those DTC participants with which investors have accounts to which such debt securities are credited must make\nsimilar book-entry transfers and receive and transmit payments on behalf of their respective customers.

Because DTC can only act on\nbehalf of direct DTC participants, who in turn act on behalf of indirect DTC participants and certain banks, the ability of a person having a beneficial interest in a security held in DTC to transfer or pledge that interest to persons or entities\nthat do not participate in the DTC system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate representing that interest. The laws of some states of the United States require that certain\npersons take physical delivery of securities in certificated form in order to transfer or perfect a security interest in those securities. Consequently, the ability to transfer beneficial interests in a security held in DTC to those persons or to\nperfect such a security interest may be limited.

DTC has advised that it will take any action permitted to be taken by a holder of debt\nsecurities under the terms and conditions of the debt securities (including, without limitation, the presentation of debt securities for exchange) only at the direction of one or more of the direct DTC participants to whose accounts with DTC\ninterests in the relevant debt securities are credited, and only in respect of the portion of the aggregate principal amount of the debt securities as to which that direct DTC participant has or those direct DTC participants have given the\ndirection.

Clearstream

Clearstream\nhas advised as follows: Clearstream was incorporated as a professional depositary under Luxembourg law and is owned by Deutsche Börse AG, the shareholders of which are primarily banks, securities dealers and financial institutions. Clearstream\nholds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in the accounts of Clearstream customers, thereby eliminating the need for\nphysical movement of certificates. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream\ninterfaces

\nwith domestic markets in several countries. Clearstream has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear. As a registered\nbank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector and supervision by the Luxembourg Central Bank. Clearstream customers are recognized financial institutions around the\nworld, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream participants are limited to securities brokers and dealers and banks, and may include the underwriters\nof the debt securities offered by means of this prospectus or one or more of their affiliates. Indirect access to Clearstream is also available to other institutions, such as banks, brokers, dealers and trust companies, that clear through or\nmaintain a custodial relationship with a Clearstream participant, either directly or indirectly. Clearstream is an indirect DTC participant.

Distributions with respect to the debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream\nparticipants in accordance with its rules and procedures, to the extent received by the U.S. depositary of Clearstream.

Euroclear

Euroclear has advised as follows: Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle\ntransactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and\ncash. Transactions may now be settled through Euroclear in many currencies, including United States dollars, euros, Japanese yen and United Kingdom pounds sterling. Euroclear provides various other services, including securities lending and\nborrowing, and interfaces with domestic markets in several countries. Euroclear Bank conducts all operations for cross-border transactions, and all Euroclear securities clearance accounts and Euroclear cash accounts relating to international bonds,\nequities, derivatives and investment funds are accounts with Euroclear Bank. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the\nunderwriters of the debt securities offered by this prospectus or one or more of their affiliates. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant,\neither directly or indirectly. Euroclear Bank is an indirect DTC participant. Euroclear Bank is a Belgian bank that is regulated by the Belgian Financial Services and Market Authority and the National Bank of Belgium.

The Terms and Conditions Governing Use of Euroclear, the related Operating Procedures of the Euroclear system and applicable Belgian law, or\nthe “Euroclear Terms and Conditions,” govern transfers of securities and cash within Euroclear, withdrawal of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in\nEuroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear Bank acts under the Euroclear Terms and Conditions only on behalf of Euroclear participants and has no record of\nor relationship with persons holding securities through Euroclear participants.

Distributions with respect to debt securities held\nbeneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear Terms and Conditions, to the extent received by the common depositary for Clearstream and Euroclear from the trustee or\nour paying agent, if any, with respect to those debt securities.

Investors that acquire, hold and transfer interests in the debt\nsecurities by book-entry through accounts with Euroclear Bank or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual\nprovisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.

Clearstream and Euroclear Procedures

Each of Clearstream and Euroclear will record the ownership interests of its participants in our debt securities, record transfers of those\nsecurities and handle payments made and notices received with respect to such debt securities in much the same way as does DTC. If DTC is the depositary for the debt securities of a series, it will record the total ownership of any of the debt\nsecurities of the U.S. agent of Clearstream or Euroclear as a participant in DTC. When debt securities are to be transferred from the account of a direct DTC participant to the account of a Clearstream or Euroclear participant, the purchaser must\nsend instructions to Clearstream or Euroclear, as the case may be, through a Clearstream or Euroclear participant, as appropriate, at least one day prior to settlement. Clearstream or Euroclear, as the case may be, will instruct its U.S. agent to\nreceive debt securities against payment. After settlement, Clearstream or Euroclear, as the case may be, will credit its participant’s account with the interest in the debt securities purchased. Credit for the debt securities will appear on\nthe next day (European time).

In instances in which the debt securities of a series are held by DTC or its nominee, settlement will take\nplace during New York business hours. Direct DTC participants will be able to employ their usual procedures for sending debt securities to the relevant U.S. agent acting for the benefit of Clearstream or Euroclear participants. The sale proceeds\nwill be available to the DTC seller on the settlement date. As a result, to the direct DTC participant, a cross-market transaction will settle no differently than a trade between two direct DTC participants.

When a Clearstream or Euroclear participant wishes to transfer debt securities to a direct DTC participant, the seller will be required to\nsend instructions to Clearstream or Euroclear, as the case may be, through a Clearstream or Euroclear participant, as appropriate, at least one business day prior to settlement. In these cases, Clearstream or Euroclear, as the case may be, will\ninstruct its U.S. agent to transfer these debt securities against payment for them. The payment will then be reflected in the account of the Clearstream or Euroclear participant the following day, with the proceeds back-valued to the value date,\nwhich would be the preceding day, when settlement occurs in New York. If settlement is not completed on the intended value date, that is, the trade fails, proceeds credited to the Clearstream or Euroclear participant’s account will instead be\nvalued as of the actual settlement date.

You should be aware that you will only be able to make and receive deliveries, payments and\nother communications involving the debt securities through Clearstream or Euroclear on the days when its system is open for business. Clearstream or Euroclear may not be open for business on days when banks, brokers and other institutions are open\nfor business in the United States. In addition, because of time zone differences, problems may occur when completing transactions involving Clearstream or Euroclear on the same business day as in the United States.

Cross-Market Transfers

Where appropriate with\nrespect to the debt securities of a series being offered and sold by means of this prospectus, electronic securities and payment transfer, processing, depositary and custodial links will be established among DTC, Clearstream and Euroclear to\nfacilitate the initial issuance of any of those debt securities sold outside of the United States and cross-market transfers of those debt securities associated with secondary market trading. DTC, Clearstream and Euroclear have no obligation to\nperform or continue to perform the procedures described above, and any of them may discontinue or change those procedures at any time. Neither we nor the trustee, any registrar, any paying agent or any transfer agent with respect to our debt\nsecurities of any series offered by means of this prospectus will have any responsibility for the performance by DTC, Clearstream, Euroclear or any of their respective direct or indirect participants of their respective obligations under the rules\nand procedures governing the operations of DTC, Clearstream or Euroclear.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

Unless otherwise disclosed in the prospectus supplement relating to the debt securities of a particular series, the following is a discussion\nof the material U.S. federal income and, in the case of “non-United States holders” (as defined below), estate tax consequences of the ownership of debt securities of each series offered by means\nof this prospectus for beneficial owners of debt securities. Except where noted, this discussion deals only with debt securities held as capital assets and does not deal with special situations under U.S. federal income tax laws. For example, this\ndiscussion does not address:

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tax consequences to beneficial owners of debt securities that may be subject to special tax treatment, such as\ndealers in securities or currencies, financial institutions, real estate investment trusts, regulated investment companies, tax-exempt entities, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, corporations that accumulate earnings to avoid U.S. federal income tax, insurance companies, persons\nrequired to accelerate the recognition of any item of gross income with respect to the debt securities as a result of such income being recognized on an applicable financial statement, or, in some cases, an expatriate of the United States or a\nnonresident alien individual who has made a valid election to be treated as a United States resident;

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tax consequences to persons holding debt securities as part of a hedging, integrated, constructive sale or\nconversion transaction or a straddle;

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tax consequences to “United States holders” (as defined below) whose “functional\ncurrency” is not the U.S. dollar;

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tax consequences to beneficial owners of debt securities that are “controlled foreign corporations”\nor “passive foreign investment companies”;

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tax consequences to beneficial owners of debt securities that are “contingent payment debt\ninstruments”; or

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alternative minimum tax consequences, if any.

For purposes of this discussion, a “United States holder” means a beneficial owner of debt securities that is:

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an individual citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or\norganized in or under the laws of the United States or any state of the United States or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or\n

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a trust that (1) is subject to the primary supervision of a court within the United States and the control\nof one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

A “non-United States holder” is a beneficial owner of debt securities that is not a United\nStates holder and is not a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).

If\na partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) owns any of the debt securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the\npartnership. If you are a partner of a partnership holding any of the debt securities, you should consult your tax advisors.

The\ndiscussion below is based upon the provisions of the Code and regulations, rulings and judicial decisions as of the date of this prospectus. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income and estate\ntax consequences different than those discussed below. The discussion set forth below also assumes that all debt securities issued under this prospectus constitute debt for U.S. federal

\nincome tax purposes. If any debt securities do not constitute debt for U.S. federal income tax purposes, the tax consequences of ownership of such debt securities could differ materially from the\ntax consequences described below. We will summarize any special U.S. federal tax considerations relevant to a particular issue of the debt securities in the applicable prospectus supplement or supplements.

This summary does not represent a detailed description of the U.S. federal income and estate tax consequences to you in light of your\nparticular circumstances and does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase of the debt securities, you should consult your own tax advisors\nconcerning the particular U.S. federal income and estate tax consequences to you of the ownership of the debt securities, as well as the consequences to you arising under other U.S. federal tax laws and the laws of any other taxing jurisdiction.\n

Consequences to United States Holders

The\nfollowing is a discussion of the material U.S. federal income tax consequences that will apply to you if you are a United States holder of debt securities.

Payments of Interest

Except as described\nbelow under “—Original Issue Discount,” interest on a debt security will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for U.S. federal income tax\npurposes.

Original Issue Discount

If you own debt securities issued with original issue discount (“OID”), you will be subject to special tax accounting rules, as\ndescribed in greater detail below. In that case, you should be aware that you generally must include OID in gross income (as ordinary income) in advance of the receipt of cash attributable to that income. However, you generally will not be required\nto include separately in income cash payments received on the debt securities, even if denominated as interest, to the extent those payments do not constitute “qualified stated interest,” as defined below. If we determine that a\nparticular debt security will be issued with OID (an “OID debt security”), we will disclose that determination in the applicable prospectus supplement or supplements relating to those debt securities. Special rules described below apply\nto debt securities with a maturity of one year or less and debt securities that are denominated in a currency other than U.S. dollars (“foreign currency debt securities”).

A debt security with an “issue price” that is less than the “stated redemption price at maturity” (the sum of all\npayments to be made on the debt security other than “qualified stated interest”) generally will be issued with OID in an amount equal to that difference if that difference is at least 0.25% of the stated redemption price at maturity\nmultiplied by the number of complete years to maturity. The “issue price” of each debt security in a particular offering will be the first price at which a substantial amount of that particular offering is sold to the public. The term\n“qualified stated interest” means stated interest that is unconditionally payable in cash or in property, other than debt instruments of the issuer, and the interest to be paid meets all of the following conditions:

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it is payable at least once per year;

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it is payable over the entire term of the debt security; and

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it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.\n

If we determine that particular debt securities of a series will bear interest that is not\nqualified stated interest, we will disclose that determination in the applicable prospectus supplement or supplements relating to those debt securities.

If you own a debt security issued with “de minimis” OID, which is discount that is not OID because it is less than 0.25% of\nthe stated redemption price at maturity multiplied by the number of complete years to maturity, you generally must include the de minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount\npaid. Any amount of de minimis OID that you have included in income will be treated as capital gain.

Certain of the debt\nsecurities may contain provisions permitting them to be redeemed prior to their stated maturity at our option and/or at your option. In addition, if so specified in the applicable prospectus supplement, we may have the option to extend the stated\nmaturity of the debt securities of a series for an extension period. OID debt securities containing those features may be subject to rules that differ from the general rules discussed herein. If you are considering the purchase of OID debt\nsecurities with those features, you should carefully examine the applicable prospectus supplement or supplements and should consult your own tax advisors with respect to those features since the tax consequences to you with respect to OID will\ndepend, in part, on the particular terms and features of the debt securities.

If you own OID debt securities with a maturity upon\nissuance of more than one year you generally must include OID in income in advance of the receipt of some or all of the related cash payments using the “constant yield method” described in the following paragraphs. This method takes into\naccount the compounding of interest.

The amount of OID that you must include in income if you are the initial United States holder of an\nOID debt security is the sum of the “daily portions” of OID with respect to the debt security for each day during the taxable year or portion of the taxable year in which you held that debt security (“accrued OID”). The daily\nportion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for an OID debt security may be of any length and may vary in length\nover the term of the debt security, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any\naccrual period other than the final accrual period is an amount equal to the excess, if any, of:

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the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by\nits yield to maturity, determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period, over

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the aggregate of all qualified stated interest allocable to the accrual period.

OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated\ninterest, and the adjusted issue price at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a debt security at the beginning of any\naccrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below, and reduced by any payments previously made\non the debt security other than a payment of qualified stated interest. Under these rules, you will generally have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns\nstating the amount of OID accrued on debt securities held by persons of record other than certain holders.

Debt securities that provide\nfor a variable rate of interest and that meet certain other requirements (“floating rate debt securities”) are subject to special OID rules. In the case of an OID debt security that is a floating rate debt security, both the “yield\nto maturity” and “qualified stated interest” will be determined solely for purposes

\nof calculating the accrual of OID as though the debt security will bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the\ndebt security on its date of issue or, in the case of certain floating rate debt securities, the rate that reflects the yield to maturity that is reasonably expected for the debt security. Additional rules may apply if either:

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the interest on a floating rate debt security is based on more than one interest index; or

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the principal amount of the debt security is indexed in any manner.

This discussion above generally does not address the tax rules applicable to debt securities with an indexed principal amount or other\ncontingent payments, or debt securities that may be convertible into or exchangeable for other securities. If you are considering the purchase of floating rate OID debt securities, debt securities with indexed principal amounts or other contingent\npayments, or debt securities that may be convertible into or exchangeable for other securities, you should carefully examine the applicable prospectus supplement or supplements relating to those debt securities, and should consult your own tax\nadvisors regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.

You may elect to\ntreat all interest on any debt security as OID and calculate the amount includible in gross income under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de\nminimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium. You should consult with your own tax advisors about this election.

Short-Term Debt Securities

In the case\nof debt securities with a maturity upon issuance of one year or less (“short-term debt securities”), all payments, including all stated interest, will be included in the stated redemption price at maturity and will not be qualified\nstated interest. As a result, you will generally be taxed on the discount instead of stated interest. The discount will be equal to the excess of the stated redemption price at maturity over the issue price of a short-term debt security, unless you\nelect to compute this discount using tax basis instead of issue price. In general, individuals and certain other cash method United States holders of short-term debt securities are not required to include accrued discount in their income currently\nunless they elect to do so, but may be required to include stated interest in income as the income is received. United States holders that report income for U.S. federal income tax purposes on the accrual method and certain other United States\nholders are required to accrue discount on short-term debt securities (as ordinary income) on a straight-line basis, unless an election is made to accrue the discount according to a constant yield method based on daily compounding. If you are not\nrequired, and do not elect, to include discount in income currently, any gain you realize on the sale, exchange or retirement of a short-term debt security will generally be ordinary income to you to the extent of the discount accrued by you through\nthe date of the sale, exchange or retirement. In addition, if you are not required, and do not elect, to include accrued discount in income currently, you may be required to defer deductions for a portion of your interest expense with respect to any\nindebtedness attributable to the short-term debt securities.

Market Discount

If you purchase a debt security for an amount that is less than its stated redemption price at maturity (or, in the case of an OID debt\nsecurity, its adjusted issue price), the amount of the difference will be treated as “market discount” for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market\ndiscount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the debt securities as ordinary income to the extent of the market discount that you have not previously\nincluded in income and are treated as having accrued on the debt securities at the time of the payment or disposition. In addition, you may be required to defer, until the maturity of the debt securities or their earlier disposition in a taxable\ntransaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the debt securities. You may elect, on a debt security-by-debt\n

\nsecurity basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisors before making this election.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the debt\nsecurities, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding\ndeferral of interest deductions will not apply. Your election to include market discount in income currently, once made, applies to all market discount obligations acquired by you on or after the first taxable year to which your election applies and\nmay not be revoked without the consent of the Internal Revenue Service (the “IRS”). You should consult your own tax advisor before making this election.

Acquisition Premium and Amortizable Bond Premium

If you purchase OID debt securities for an amount that is greater than their adjusted issue price but equal to or less than the sum of all\namounts payable on the debt securities after the purchase date other than payments of qualified stated interest, you will be considered to have purchased those debt securities at an “acquisition premium.” Under the acquisition premium\nrules, the amount of OID that you must include in gross income with respect to those debt securities for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

If you purchase debt securities (including OID debt securities) for an amount in excess of the sum of all amounts payable on those debt\nsecurities after the purchase date other than qualified stated interest, you will be considered to have purchased those debt securities at a “premium” and, if they are OID debt securities, you will not be required to include any OID in\nincome. You generally may elect to amortize the premium over the remaining term of those debt securities on a constant yield method as an offset to interest when includible in income under your regular accounting method. In the case of debt\nsecurities that provide for alternative payment schedules, bond premium is calculated by assuming that (a) you will exercise or not exercise options in a manner that maximizes your yield, and (b) we will exercise or not exercise options in\na manner that minimizes your yield (except that we will be assumed to exercise call options in a manner that maximizes your yield). If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would\notherwise recognize on disposition of the debt security. Your election to amortize premium on a constant yield method will also apply to all taxable debt obligations held or subsequently acquired by you on or after the first day of the first taxable\nyear to which the election applies. You may not revoke the election without the consent of the IRS. You should consult your own tax advisor before making this election.

Sale, Exchange or Retirement of Debt Securities

Your tax basis in the debt securities that you beneficially own will, in general, be your cost for those debt securities increased by OID,\nmarket discount or any discount with respect to short-term debt securities that you previously included in income, and reduced by any amortized premium and any cash payments received with respect to those debt securities other than payments of\nqualified stated interest.

Upon your sale, exchange, retirement or other taxable disposition of the debt securities, you will recognize\ngain or loss equal to the difference between the amount you realize upon the sale, exchange, retirement or other disposition (less an amount equal to any accrued and unpaid qualified stated interest, which will be taxable as interest for U.S.\nfederal income tax purposes if not previously taken into income) and your adjusted tax basis in the debt securities. Except as described above with respect to short-term debt securities or market discount, and with respect to gain or loss\nattributable to changes in exchange rates as described below with respect to foreign currency debt securities, that gain or loss will be capital gain or loss and will be long-term capital gain or loss if at the time of the sale, exchange, retirement\nor other disposition, the debt securities have been held for more than one year. Long-term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital\nlosses is subject to limitations.

Reset Debt Securities; Extension of Maturity

If so specified in the applicable prospectus supplement, we or you may have the option to reset the interest rate, the spread or the spread\nmultiplier of the debt securities of a series. In addition, if so specified in the applicable prospectus supplement, we may have the option to extend the stated maturity of the debt securities of a series for an extension period.

The U.S. federal income tax treatment of a debt security with respect to which such an option has been exercised is unclear and will depend,\nin part, on the terms established for such debt securities by us pursuant to the exercise of the option. You may be treated for U.S. federal income tax purposes as having exchanged your debt securities for new debt securities with revised terms. If\nthis is the case, you would realize gain or loss equal to the difference between the issue price of the new debt securities and your tax basis in the old debt securities (although, in certain circumstances, such a deemed exchange may qualify as a tax-free recapitalization). If the exercise of the option is not treated as an exchange of old debt securities for new debt securities, you will not recognize gain or loss as a result of such exercise.

You should carefully examine the applicable prospectus supplement and should consult your own tax advisor regarding the U.S. federal income\ntax consequences of the holding and disposition of such debt securities.

Foreign Currency Debt Securities

Payments of Interest. Except as described above under “—Original Issue Discount,” if you receive interest\npayments made in a foreign currency and you use the cash basis method of accounting, you will be required to include in income the U.S. dollar value of the amount received, determined by translating the foreign currency received at the spot rate for\nsuch foreign currency on the date such payment is received regardless of whether the payment is in fact converted into U.S. dollars. You will not recognize exchange gain or loss with respect to the receipt of such payment.

If you use the accrual method of accounting, you may determine the amount of income recognized with respect to such interest in accordance\nwith either of two methods. Under the first method, you will be required to include in income for each taxable year the U.S. dollar value of the interest that has accrued during such year, determined by translating such interest at the average rate\nof exchange for the period or periods during which such interest accrued. Under the second method, you may elect to translate interest income at the spot rate on:

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the last day of the accrual period;

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the last day of the taxable year if the accrual period straddles your taxable year; or

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the date the interest payment is received if such date is within five business days of the end of the accrual\nperiod.

Upon receipt of an interest payment on such debt securities (including, upon the sale of such debt securities,\nthe receipt of proceeds which include amounts attributable to accrued interest previously included in income), you will recognize exchange gain or loss in an amount equal to the difference between the U.S. dollar value of such payment (determined by\ntranslating the foreign currency received at the spot rate for such foreign currency on the date such payment is received) and the U.S. dollar value of the interest income you previously included in income with respect to such payment. Exchange gain\nor loss will be treated as ordinary income or loss and generally will be U.S. source gain or loss.

Original Issue Discount. OID on\ndebt securities that are also foreign currency debt securities will be determined for any accrual period in the applicable foreign currency and then translated into U.S. dollars, in the same manner as interest income accrued by a holder on the\naccrual basis as described above. You will recognize exchange gain or loss when OID is paid (including, upon the sale of such debt security, the receipt of proceeds

\nwhich include amounts attributable to OID previously included in income) to the extent of the difference between the U.S. dollar value of the accrued OID (determined in the same manner as for\naccrued interest) and the U.S. dollar value of such payment (determined by translating the foreign currency received at the spot rate for such foreign currency on the date such payment is received). For these purposes, all receipts on a debt\nsecurity will be viewed:

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first, as the receipt of any stated interest payments called for under the terms of the debt security;\n

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second, as receipts of previously accrued OID (to the extent thereof), with payments considered made for the\nearliest accrual periods first; and

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third, as the receipt of principal.

Market Discount and Bond Premium. The amount of market discount on foreign currency debt securities includible in income will generally\nbe determined by translating the market discount determined in the foreign currency into U.S. dollars at the spot rate on the date the foreign currency debt securities are retired or otherwise disposed of. If you have elected to accrue market\ndiscount currently, then the amount which accrues is determined in the foreign currency and then translated into U.S. dollars on the basis of the average exchange rate in effect during such accrual period. You will recognize exchange gain or loss\nwith respect to market discount which is accrued currently using the approach applicable to the accrual of interest income as described above.

Bond premium on foreign currency debt securities will be computed in the applicable foreign currency. If you have elected to amortize the\npremium, the amortizable bond premium will reduce interest income in the applicable foreign currency. At the time bond premium is amortized, exchange gain or loss will be realized based on the difference between spot rates at such time and the time\nof acquisition of the foreign currency debt securities.

If you elect not to amortize bond premium, you must translate the bond premium\ncomputed in the foreign currency into U.S. dollars at the spot rate on the maturity date and such bond premium will constitute a capital loss which may be offset or eliminated by exchange gain.

Sale, Exchange or Retirement. Upon the sale, exchange, retirement or other taxable disposition of foreign currency debt securities, you\nwill recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement or other disposition (less an amount equal to any accrued and unpaid qualified stated interest, which will be taxable as interest for\nU.S. federal income tax purposes if not previously taken into income) and your adjusted tax basis in the foreign currency debt securities. Your initial tax basis in foreign currency debt securities generally will be your U.S. dollar cost of those\nforeign currency debt securities. If you purchased foreign currency debt securities with foreign currency, your cost generally will be the U.S. dollar value of the foreign currency amount paid for such foreign currency debt securities determined at\nthe time of such purchase. If your foreign currency debt securities are sold, exchanged or retired for an amount denominated in foreign currency, then your amount realized generally will be based on the spot rate of the foreign currency on the date\nof sale, exchange or retirement. If you are a cash method taxpayer and the foreign currency debt securities are traded on an established securities market, foreign currency paid or received is translated into U.S. dollars at the spot rate on the\nsettlement date of the purchase or sale. An accrual method taxpayer may elect the same treatment with respect to the purchase and sale of foreign currency debt securities traded on an established securities market, provided that the election is\napplied consistently.

Subject to the foreign currency rules discussed below and application of the rules with respect to short-term debt\nsecurities or market discount, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange, retirement or other disposition, the foreign currency debt securities have been held for more\nthan one year. Long-term capital gains of non-corporate taxpayers are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss realized by you on the\nsale, exchange or retirement of foreign currency debt securities will generally be treated as U.S. source gain or loss.

A portion of your gain or loss with respect to the principal amount of foreign currency debt\nsecurities may be treated as exchange gain or loss. Exchange gain or loss will be treated as ordinary income or loss and generally will be U.S. source gain or loss. For these purposes, the principal amount of the foreign currency debt securities is\nyour purchase price for the foreign currency debt securities calculated in the foreign currency on the date of purchase, and the amount of exchange gain or loss recognized is equal to the difference between (i) the U.S. dollar value of the\nprincipal amount determined on the date of the sale, exchange, retirement or other disposition of the foreign currency debt securities and (ii) the U.S. dollar value of the principal amount determined on the date you purchased the foreign\ncurrency debt securities. The amount of exchange gain or loss (with respect to both principal and accrued interest) will be limited to the amount of overall gain or loss realized on the disposition of the foreign currency debt securities.

Exchange Gain or Loss with Respect to Foreign Currency. Your tax basis in the foreign currency received as interest on foreign currency\ndebt securities or on the sale, exchange or retirement of foreign currency debt securities will be equal to the U.S. dollar value of the foreign currency determined on the date the foreign currency is received. Any gain or loss recognized by you on\na sale, exchange or other disposition of the foreign currency will be ordinary income or loss and generally will be U.S. source gain or loss.

Reportable Transactions. Treasury regulations issued under the Code meant to require the reporting of certain tax shelter transactions\ncould be interpreted to cover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the Treasury regulations, certain transactions are required to be reported to the IRS, including, in certain\ncircumstances, a sale, exchange, retirement or other taxable disposition of foreign currency debt securities to the extent that such sale, exchange, retirement or other taxable disposition results in a tax loss in excess of a threshold amount. If\nyou are considering the purchase of foreign currency debt securities, you should consult with your own tax advisors to determine the tax return obligations, if any, with respect to an investment in those debt securities, including any requirement to\nfile IRS Form 8886 (Reportable Transaction Disclosure Statement).

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments of principal, premium, if any, redemption price, if any, OID, if\nany, interest and other amounts paid to you on the debt securities and to the proceeds of sales of the debt securities made to you unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a\ncorrect taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Any\namounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Net Investment Income of Certain Persons

A 3.8% tax is imposed on the “net investment income” of certain individuals and on the undistributed “net investment\nincome” of certain estates and trusts. Among other items, net investment income generally includes gross income from interest, dividends and net gains from certain property sales, less certain deductions. We urge you to consult with your tax\nadvisor regarding the possible implications of this tax in your particular circumstances.

Consequences to\nNon-United States Holders

The following is a discussion of the material U.S. federal income and\nestate tax consequences that generally will apply to you if you are a non-United States holder of debt securities.

U.S. Federal Withholding Tax

Subject to the discussion of backup withholding and “FATCA” below, under the “portfolio interest” rule, U.S. federal\nwithholding tax will not apply to any payment of interest, including OID, on the debt securities, provided that:

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interest paid on the debt securities is not effectively connected with your conduct of a trade or business in the\nUnited States;

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you do not actually or constructively own 10% or more of the total combined voting power of all classes of our\nvoting stock within the meaning of the Code and related U.S. Treasury regulations;

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you are not a controlled foreign corporation that is related to us through stock ownership;\n

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you are not a bank whose receipt of interest on the debt securities is described in Section 881(c)(3)(A) of\nthe Code;

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the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code and the related\nU.S. Treasury regulations; and

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either (1) you provide your name and address on an applicable IRS Form\nW-8 (or successor form) and certify, under penalty of perjury, that you are not a U.S. person or (2) you hold your debt securities through certain foreign intermediaries and you satisfy the certification\nrequirements of applicable U.S. Treasury regulations. Special certification rules apply to non-United States holders that are pass-through entities rather than corporations or individuals.\n

If you cannot satisfy the requirements described above, payments of interest, including OID, made to you will be\nsubject to a 30% U.S. federal withholding tax, unless you provide the applicable withholding agent with a properly executed:

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IRS Form W-8BEN or W-8BEN-E (or successor form) claiming an exemption from or reduction in the rate of withholding under the benefit of an applicable tax treaty; or

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IRS Form W-8ECI (or successor form) stating that interest paid on the\ndebt securities is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent\nestablishment) as discussed below.

Special certification rules apply to certain\nnon-United States holders that are pass-through entities rather than corporations or individuals. The 30% U.S. federal withholding tax generally will not apply to any payment of principal or gain that you\nrealize on the sale, exchange, retirement or other taxable disposition of any of the debt securities.

U.S. Federal Income Tax

If you are engaged in a trade or business in the United States and interest, including OID, on the debt securities is effectively connected\nwith the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment), you will be subject to U.S. federal income tax on that interest, including OID, on a net income\nbasis (although you will be exempt from the 30% withholding tax, provided the certification requirements discussed above are satisfied) in the same manner as if you were a United States person as defined under the Code. In addition, if you are a\nforeign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with the conduct by you of a\ntrade or business in the United States. For this purpose, interest, including OID, on debt securities will be included in your earnings and profits.

Subject to the discussion of backup withholding below, any gain realized on the disposition\nof debt securities generally will not be subject to U.S. federal income tax unless:

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that gain is effectively connected with your conduct of a trade or business in the United States and, if required\nby an applicable income tax treaty, is attributable to a U.S. permanent establishment; or

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you are an individual who is present in the United States for 183 days or more in the taxable year of that\ndisposition and certain other conditions are met.

If your gain is described in the first bullet point above, such gain\ngenerally will be subject to U.S. federal income tax (and possibly branch profits tax) in the same manner as described above with respect to effectively connected interest income. If you are an individual described in the second bullet point above,\nyou will be subject to a flat 30% (or lower applicable treaty rate) U.S. federal income tax on the gain derived from the disposition, which gain may be offset by certain U.S. source capital losses.

U.S. Federal Estate Tax

Your estate will\nnot be subject to U.S. federal estate tax on the debt securities beneficially owned by you at the time of your death, provided that any payment of interest to you on the debt securities, including OID, would be eligible for exemption from the 30%\nU.S. federal withholding tax under the “portfolio interest” rule described above under “—U.S. Federal Withholding Tax,” without regard to the certification requirement described in the sixth bullet point of that\nsection.

Information Reporting and Backup Withholding

Generally, payors must report to the IRS and to you the amount of interest, including OID, on the debt securities paid to you and the amount of\ntax, if any, withheld with respect to such payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of\nan applicable income tax treaty.

In general, backup withholding will not apply to payments that we make or any of our paying agents (in\nits capacity as such) makes to you if you have provided the required certification that you are a non-United States holder as described above and provided that the applicable withholding agent does not have\nactual knowledge or reason to know that you are a United States person as defined under the Code.

In addition, you will not be subject to\nbackup withholding and information reporting with respect to the proceeds of the sale of debt securities within the United States or conducted through certain U.S.-related financial intermediaries, if the payor receives the certification described\nabove and does not have actual knowledge or reason to know that you are a United States person as defined under the Code, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability\nprovided the required information is timely furnished to the IRS.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), a 30% U.S. federal withholding tax\nmay apply to any interest on the debt securities paid to (i) a “foreign financial institution” (as specifically defined in the Code) which does not provide sufficient documentation, typically on IRS Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of\ncompliance with an intergovernmental agreement with the United States) in a manner which avoids withholding, or (ii) a “non-financial foreign entity” (as specifically defined in the Code)\nwhich does not provide sufficient documentation, typically on IRS Form

\nW-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain\nsubstantial U.S. beneficial owners of such entity (if any). If an interest payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “Consequences to\nNon-United States Holders—U.S. Federal Withholding Tax,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax\nadvisors regarding these rules and whether they may be relevant to your ownership and disposition of the debt securities.

The foregoing\ndiscussion is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership or disposition of the debt securities. Prospective purchasers of the debt securities should consult their own tax advisers\nconcerning the tax consequences of their particular situations.

PLAN OF DISTRIBUTION

We may sell the debt securities being offered hereby:

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to or through underwriters;

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directly to investors, including to a single investor or a limited number of investors;

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to or through dealers or agents; or

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through a combination of any of those methods of sale.

We may effect the distribution of the debt securities from time to time in one or more transactions at:

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a fixed public offering price to the public or at prices to the public that may vary or may be changed;\n

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market prices prevailing at the time of sale;

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prices related to the prevailing market prices for such debt securities, if any; or

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negotiated prices.

We will bear all costs, fees and expenses incurred in connection with the registration of the offering of debt securities under this\nprospectus.

The prospectus supplement relating to the offering of particular debt securities will set forth the manner and terms of the\noffering of those debt securities, including, as applicable:

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whether such offering is being made directly or through underwriters, dealers or agents;

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the names of any underwriters, dealers or agents and the amounts of debt securities being underwritten or\npurchased by each of them;

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the rules and procedures for any bidding, auction or other process used in the offer and sale of such debt\nsecurities;

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the price to the public of the debt securities;

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the net proceeds we expect from the sale of the debt securities;

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any initial public offering price;

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any delayed delivery arrangements;

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the underwriting discounts, commissions and other items constituting underwriters’ compensation being paid\nin connection with any underwritten offering;

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any discounts, commissions or concessions allowed or reallowed or paid to dealers;

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any commissions paid to agents; and

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any listing of the debt securities for trading on a securities exchange.

Underwritten Offerings

We may offer debt\nsecurities to the public through underwriting syndicates represented by managing underwriters or through one or more underwriters without an underwriting syndicate. Each underwriter of any offering of debt securities will be identified in the\napplicable prospectus supplement used by the underwriters in conjunction with this prospectus to resell such debt securities. If underwriters are used for a sale of debt securities, the debt securities will be acquired by the underwriters for their\nown account. The underwriters may then resell the debt securities in one or more transactions, including in negotiated transactions, at a fixed public

\noffering price, at varying prices determined at the time of sale or at negotiated prices. Unless otherwise indicated in the applicable prospectus supplement, the obligations of the underwriters\nto purchase the debt securities will be subject to customary conditions precedent and the underwriters will be obligated to purchase all the debt securities offered if any of the debt securities are purchased.

If we use an underwriter or underwriters in the sale of particular debt securities, we will execute an underwriting agreement and, in many\ninstances, a related pricing agreement, with those underwriters at the time of sale of those debt securities, which agreement or agreements will establish the underwriting discount and other compensation of the underwriters. Underwriters may sell\nthe debt securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any initial public\noffering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Any underwriter\nof debt securities will be an “underwriter” within the meaning of the Securities Act in connection with the debt securities offered through or by such underwriter. Any discounts or commissions the underwriters receive and any profit they\nrealize on their resale of the debt securities they acquire in any underwritten offering will be deemed to be underwriting discounts or commissions under the Securities Act.

Underwriters of our debt securities and one or more of their respective affiliates may have engaged in, and in the future may engage in,\ninvestment banking and other commercial dealings in the ordinary course of business with us or one or more of our subsidiaries and affiliates. They may have received, or may in the future receive, fees and commissions for these transactions that\nwill be customary in the circumstances unless noted otherwise in the applicable prospectus supplement.

In the ordinary course of the\nbusiness activities of the underwriters of our debt securities and their respective affiliates, such persons may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial\ninstruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Moreover, certain of the underwriters\nof our debt securities or their affiliates that have a lending relationship with us may hedge their credit exposure to us. Such underwriters and their affiliates may hedge such exposure by entering into transactions which consist of either the\npurchase of credit default swaps or the creation of short positions in our securities, including potentially the debt securities offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the\ndebt securities offered by this prospectus and the applicable prospectus supplement. Underwriters of our debt securities and one or more of their affiliates may also make investment recommendations and/or publish or express independent research\nviews in respect of the securities or other financial instruments of ours and our affiliates and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and other financial instruments.

Direct Sales and Sales Using Dealers, Agents and Remarketing Firms

We may solicit offers to purchase debt securities of one or more series directly from one or more institutional investors. Offers to purchase\ndebt securities of one or more series may also be solicited by agents designated by us from time to time. Sales of debt securities in such instances may be at a fixed price or prices, which may be changed, at varying prices determined at the time of\nsale or at negotiated prices. Any agents involved in the offer or sale of debt securities will be named, and any commissions payable by us to those agents will be set forth, in the applicable prospectus supplement.

If dealers are utilized in a sale of our debt securities offered by means of this prospectus and the applicable prospectus supplement, we will\nsell those debt securities to those dealers as principals. The dealers may then resell those debt securities to the public at varying prices to be determined by that dealer at the time of resale. Dealers may receive compensation in the form of\ndiscounts, concessions or commissions from the underwriters

\nand/or commissions from purchasers for whom they may act as agents. The applicable prospectus supplement relating to the debt securities sold by such dealers will include any required information\nabout the compensation received by such dealers in connection with any such offer and sale of our debt securities, including any discounts, commissions or concessions underwriters allow to participating dealers in connection with an underwritten\noffering of our debt securities.

One or more dealers, referred to as “remarketing firms,” may also offer or sell the debt\nsecurities offered by means of this prospectus, if the applicable prospectus supplement relating to such offering so indicates. Such offers and sales will be made pursuant to a remarketing arrangement contemplated by the terms of the debt\nsecurities. Remarketing firms will act as principals for their own accounts or as agents in any such remarketing of debt securities. These remarketing firms will offer or sell the debt securities in accordance with a redemption or repayment pursuant\nto the terms of the debt securities. If there is a remarketing arrangement with respect to the particular debt securities described in an applicable prospectus supplement, that prospectus supplement will identify any such remarketing firm and the\nterms of its agreement, if any, with us respecting such remarketing arrangement and describe the remarketing firm’s compensation.

Any dealers, agents and remarketing firms named in an applicable prospectus supplement relating to the offer and sale or remarketing of our\ndebt securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with the debt securities offered thereby. Any discounts, commissions, concessions or other compensation they receive from us or\nother sources in connection with any such transaction of our debt securities and any profit they realize on their resale of such debt securities may be deemed to be underwriting discounts and commissions under the Securities Act.

Dealers, agents and remarketing firms through whom any of the debt securities are offered or remarketed or one or more of their respective\naffiliates may engage in transactions with, or perform services for, us or any of our subsidiaries in the ordinary course of business.

Delayed Delivery\nContracts or Forward Contracts

If indicated in an applicable prospectus supplement, we will authorize agents, underwriters or dealers to\nsolicit offers to purchase securities from us at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts or forward contracts providing for payment or delivery on a specified date in the\nfuture at prices determined as described in the applicable prospectus supplement. Such contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth the\ncommission payable for solicitation of such contracts.

Indemnification

We may agree to indemnify the underwriters, dealers, agents and remarketing firms under underwriting or other agreements entered into in\nconnection with the offer and sale of debt securities against certain civil liabilities, including liabilities under the Securities Act, or, in the event such indemnification is determined to be prohibited as a matter of law, to contribute to\npayments that those underwriters, dealers, agents and remarketing firms are required to make relating to those liabilities.

Stabilization and Other\nMatters

In order to facilitate the offering of the debt securities, an underwriter of the debt securities may engage in transactions that\nstabilize, maintain or otherwise affect the price of the debt securities or any other of our debt securities the prices of which may be used to determine payments on the debt securities. Specifically, an underwriter may over-allot debt securities,\nthat is, sell more debt securities than it is obligated to purchase, in connection with an offering of our debt securities, thereby creating a short position in those debt securities for its own account. In addition, to cover over-allotments or to\nstabilize, maintain or otherwise affect the market price of

\nthe debt securities or of any other debt securities at levels above those that might otherwise prevail, an underwriter may bid for, and purchase, the debt securities or any other debt securities\nin the open market, including by entering stabilization bids, effecting syndicate covering transactions or imposing penalty bids. In any offering of the debt securities through a syndicate of underwriters, the underwriting syndicate may reclaim\nselling concessions allowed to an underwriter or a dealer for distributing the debt securities in the offering, if the syndicate repurchases previously distributed debt securities in transactions to cover syndicate short positions, in stabilization\ntransactions or otherwise. Any of these activities may stabilize or maintain the market price of the debt securities above independent market levels or retard a decline in the market price of the debt securities. These transactions may be effected\non a securities exchange on which the debt securities are listed or admitted for trading, in the over-the-counter market or otherwise. The underwriters are not required\nto engage in any of these activities, and may end any of these activities at any time.

Market for Debt Securities

Unless stated otherwise in the applicable prospectus supplement, each series of debt securities will be a new issue of the debt securities and\nwill have no established trading market. Any underwriters to whom or through whom any of the debt securities are sold for public offering and sale may make a market in such offered debt securities, but such underwriters will not be obligated to do\nso and may discontinue any market making at any time without notice. The debt securities offered in any particular offering may or may not be listed on a securities exchange. We cannot assure you that there will be a market for any of the debt\nsecurities offered and sold under this prospectus.

Restrictions on Resale

The applicable prospectus supplement may set forth restrictions or limitations, or refer to applicable laws or regulations, relating to offers\nor sales of the debt securities or the distribution of this prospectus and the applicable prospectus supplement in specified jurisdictions outside the United States.

Electronic Distribution

This prospectus and the\napplicable prospectus supplement may be made available in electronic format on the Internet sites of, or through online services maintained by, any of the underwriters, dealers, agents and selling group members participating in connection with any\noffering of debt securities or by one or more of their respective affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, dealer, agent, selling group member or affiliate\nthereof, prospective investors may be allowed to place orders for the purchase of debt securities online. Any such allocation for online distributions will be made by the underwriter, dealer or agent on the same basis as other allocations.

Other than this prospectus and the applicable prospectus supplement in electronic format and any electronic road show containing any\npresentation by a member of our management, the information on the underwriter’s, dealer’s, agent’s or any selling group member’s web site and any information contained in any other web site maintained by the underwriter,\ndealer, agent or any selling group member is not part of this prospectus, the prospectus supplement or supplements or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any of the\nunderwriters, dealers, agents or selling group members in its capacity as underwriter, dealer, agent or selling group member and should not be relied upon by investors.

Trading Prior to Settlement

In an underwritten\noffering of debt securities, the underwriters will expect to deliver the notes against payment therefor on or about a date that will be specified on the cover page of the applicable prospectus supplement. As of the date of this prospectus, that date\nmay be between the second and tenth business day following the date of the applicable prospectus supplement, and beginning May 28, 2024, that date may be between the first and tenth business day following the date of the applicable prospectus\nsupplement.

As of the date of this prospectus and until May 28, 2024, under Rule 15c6-1 under the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the settlement\ndate specified on the cover page of the applicable prospectus supplement is later than the second business day following the trade date, then any purchaser who wishes to trade the debt securities prior to the settlement date, will be required, by\nvirtue of the fact that the sale of the debt securities initially will settle on such later business day, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.

Beginning May 28, 2024, under Rule 15c6-1 under the Exchange Act (as amended in February 2023),\ntrades in the secondary market will generally be required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, if the settlement date specified on the cover page of the applicable prospectus\nsupplement is later than the first business day following the trade date, then any purchaser who wishes to trade the debt securities prior to the settlement date, will be required, by virtue of the fact that the sale of the debt securities initially\nwill settle on such later business day, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Any purchaser who wishes to trade the debt securities prior to the settlement date specified on the cover\npage of the applicable prospectus supplement should consult their own advisor in connection with such election.

LEGAL MATTERS

Unless otherwise specified in the applicable prospectus supplement, Hunton Andrews Kurth LLP, Houston, Texas, will act as our counsel and pass\non the validity of the debt securities, and Simpson Thacher & Bartlett LLP, Palo Alto, California, will act as counsel to the underwriters in any underwritten offer of the debt securities and will pass on the validity of the debt securities\nfor the underwriters.

EXPERTS

The consolidated financial statements of Walmart Inc. appearing in Walmart Inc.’s Annual Report\n(Form 10-K) for the year ended January 31, 2023, and the effectiveness of Walmart Inc.’s internal control over financial reporting as of January 31, 2023, have been audited by\nErnst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included\nor incorporated by reference in subsequently filed documents will be, incorporated by reference herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of Walmart Inc.’s\ninternal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

$3,000,000,000

\n\n\n $\"LOGO\"$ \n

Walmart Inc.

$750,000,000 5.050% Notes Due 2029

$500,000,000 5.150% Notes Due 2031

$1,000,000,000 5.350% Notes Due 2033

$750,000,000 5.550% Notes Due 2036

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


BNP PARIBAS		BofA Securities		Morgan Stanley

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Citigroup		Goldman Sachs & Co. LLC	Wells Fargo Securities

*Senior Co-Managers*
Barclays		HSBC		J.P. Morgan
Mizuho	US Bancorp
*Co-Managers*
BBVA	NatWest	Santander	Scotiabank	SMBC Nikko
Standard Chartered Bank	TD Securities	ICBC Standard Bank	Loop Capital Markets	CastleOak Securities, L.P.
Independence Point Securities	R. Seelaus & Co., LLC	Ramirez & Co., Inc.

October 19, 2026

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