沃尔玛定价发行50亿加元四档高级无担保票据（2030/2033/2038/2056），另同期发行30亿美元票据，资金用于一般公司用途及债务再融资

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424B5
1
d61801d424b5.htm
424B5
424B5
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275878
Prospectus Supplement
(To Prospectus dated December 4, 2023)
C$5,000,000,000
Walmart Inc.
C$750,000,000 4.150% Notes Due 2030
C$2,000,000,000 4.450% Notes Due 2033
C$1,750,000,000 4.950% Notes Due 2038
C$500,000,000 5.250% Notes Due 2056
Walmart Inc. is offering C$750,000,000 aggregate principal amount of our 4.150% notes due 2030 (the “2030 notes”), C$2,000,000,000 aggregate
principal amount of our 4.450% notes due 2033 (the “2033 notes”), C$1,750,000,000 aggregate principal amount of our 4.950% notes due 2038 (the “2038 notes”) and C$500,000,000 aggregate principal amount of our 5.250% notes due
2056 (the “2056 notes” and, collectively with the 2030 notes, 2033 notes and 2038 notes, the “notes”).
We will pay interest
on the notes of each series on the dates specified herein, in each case, at the annual interest rate shown above for such series of notes. The notes of each series will mature on the dates specified herein. See “Description of the Notes”
in this prospectus supplement.
Each series of notes will be redeemable, as a whole or in part, at our option, as described under “Description of the
Notes—Optional Redemption” in this prospectus supplement. In addition, we may redeem the notes of any series prior to maturity at our option, at any time in whole but not in part, in the event of certain changes in tax laws, at the
redemption price described in this prospectus supplement under “Description of the Notes—Redemption Upon a Tax Event.”
The notes of each
series will be our senior unsecured debt obligations, will rank equally with our other senior unsecured indebtedness and will not be convertible or exchangeable.
Investing in the notes involves certain risks. See “
Risk Factors
” beginning on page
S-7
of this prospectus supplement.
Public Offering Price
(1)
Underwriting Discount
Proceeds to Walmart
(2)
Per Note
Total
Per Note
Total
Per Note
Total
2030 notes
99.996
%
C$
749,970,000
0.300
%
C$
2,250,000
99.696
%
C$
747,720,000
2033 notes
99.946
%
C$
1,998,920,000
0.370
%
C$
7,400,000
99.576
%
C$
1,991,520,000
2038 notes
99.991
%
C$
1,749,842,500
0.400
%
C$
7,000,000
99.591
%
C$
1,742,842,500
2056 notes
99.805
%
C$
499,025,000
0.500
%
C$
2,500,000
99.305
%
C$
496,525,000
(1)
Plus accrued interest, if any, from October 23, 2026.
(2)
Before transaction expenses and accrued interest, if any, from October 23, 2026.
Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States or foreign regulatory body has approved or
disapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes of each series will be a new issue of securities with no established trading market. The notes will not be listed for trading on any securities
exchange.
The underwriters expect to deliver the notes to purchasers in book-entry only form through the facilities of CDS Clearing and Depository Services
Inc. (“CDS”), for the credit of the accounts of its participants, on or about October 23, 2026, which is the fourth trading day following the date of this prospectus supplement. This settlement date may affect the trading of the notes.
See “Underwriting—Other Matters—Extended Settlement.”
The notes will be sold in Canada on a private placement basis to certain
“accredited investors” that are also “permitted clients,” each as defined under applicable Canadian provincial securities laws, and on a private placement basis in other parts of the world outside of the United States subject
to applicable law.
Joint Book-Running Managers
BofA Securities
Scotiabank
TD Securities
Co-Managers
Citigroup
J.P. Morgan
HSBC
BNP PARIBAS
Goldman Sachs & Co. LLC
Wells Fargo Securities
Morgan Stanley
Barclays
Mizuho
US Bancorp
BBVA
NatWest
Santander
SMBC Nikko
October 19, 2026
TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INCORPORATION OF INFORMATION BY REFERENCE
S-iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-7
CURRENCY CONVERSION
S-11
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES
S-14
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-23
UNDERWRITING
S-24
LEGAL MATTERS
S-31
EXPERTS
S-31
Prospectus
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
S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second part is the
accompanying prospectus dated December 4, 2023, which we refer to as the “accompanying prospectus.” The accompanying prospectus contains a description of certain general terms of our debt securities, including the notes of each
series, and gives more general information, some of which may not apply to the notes.
You should rely only on the information contained in, or
incorporated by reference into, this prospectus supplement and the accompanying prospectus, and the information contained in any free writing prospectus we file with the Securities and Exchange Commission (the “SEC”) relating to this
offering in evaluating, and deciding whether to make, an investment in the notes.
If information in this prospectus supplement is inconsistent with
information in the accompanying prospectus, you should rely on the information in this prospectus supplement, which supersedes the information in the accompanying prospectus. Neither we nor the underwriters have authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.
Except as the context otherwise requires, or as otherwise specified in this prospectus supplement, the accompanying prospectus, or the information
incorporated by reference into this prospectus supplement and the accompanying prospectus, the terms “Walmart Inc.,” “Walmart,” the “Company,” “we,” “us,” “our” and “our
company” refer to Walmart Inc. and its consolidated subsidiaries. However, in the “Description of the Notes” section of this prospectus supplement and the “Description of the Debt Securities” section of the accompanying
prospectus, references to “the Company,” “we,” “us” and “our” are to Walmart Inc. (parent company only) and not to any of its subsidiaries.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. We encourage you
to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of the notes.
This prospectus supplement and the accompanying prospectus may only be used in connection with the offering of the notes.
The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the notes in some jurisdictions may be restricted
by law. We and the underwriters require persons into whose possession this prospectus supplement and the accompanying prospectus come to inform themselves about and to observe any applicable restrictions. This prospectus supplement and the
accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or delivered to any person to whom it is unlawful to make that offer
or solicitation. See “Underwriting” in this prospectus supplement.
References in this prospectus supplement and the accompanying prospectus
to “$” and “U.S. dollars” are to the currency of the United States. References in this prospectus supplement to “C$” and “CAD” are to the lawful currency of Canada. No representation is made that any
CAD amounts converted into U.S. dollars as presented in this prospectus supplement could have been or could be converted into U.S. dollars at any such exchange rate or at all. The financial information presented in this prospectus supplement and the
accompanying prospectus has been prepared in accordance with generally accepted accounting principles in the United States and is presented in U.S. dollars.
S-ii
WHERE YOU CAN FIND MORE INFORMATION
For a discussion of where you can find additional information regarding the Company, see “Where You Can Find More Information” in the accompanying
prospectus.
S-iii
INCORPORATION OF INFORMATION BY REFERENCE
As permitted by the SEC’s rules, we “incorporate by reference” into this prospectus supplement and the accompanying prospectus the following
documents:
•
our Annual Report on
Form
10-K
for our fiscal year ended January 31, 2026 (our “Annual Report on Form
10-K”);
•
the portions of our Definitive Proxy Statement on
Schedule
14A
, filed with the SEC on April 23, 2026, that are incorporated by reference into our Annual Report on Form
10-K
for our fiscal year ended January 31, 2026;
•
our Quarterly Reports on Form
10-Q
for the quarterly periods ended
April
30, 2026
and
July 31, 2026
; and
•
our Current Reports on Form
8-K
filed with the SEC on
March 13,
2026
,
March
27, 2026
,
April
30, 2026
, and
June 5, 2026
.
We also incorporate by reference into this prospectus supplement and the accompanying prospectus any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than information in such filings that is furnished to, and not filed with, the SEC). The filings to be incorporated by
reference into this prospectus supplement and the accompanying prospectus in the future will include our Annual Reports on Form
10-K
(including the portions of our definitive proxy statements on Schedule 14A
that are incorporated by reference therein), Quarterly Reports on Form
10-Q,
and Current Reports on Form
8-K
(excluding any information furnished, and not filed,
pursuant to Item 2.02 or Item 7.01 of a Current Report on Form
8-K)
so long as the registration statement of which this prospectus is a part remains effective.
For additional information regarding the information incorporated by reference into this prospectus supplement and the accompanying prospectus, see
“Incorporation of Information by Reference” in the accompanying prospectus. Any statement contained in any document incorporated by reference in this prospectus supplement and the accompanying prospectus will automatically update and,
where applicable, supersede any information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
S-iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, include or
incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to enjoy the protection of the safe harbor
from liability provided by that Act for forward-looking statements. Such forward-looking statements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our segment’s,
economic performance or results of operations for future periods or as of future dates or events or developments that may occur in the future or discuss our plans, objectives or goals. These forward-looking statements relate to:
•
macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in
which we operate, including inflation or deflation, generally and in certain product categories, the impact of supply chain challenges, tariffs and recessionary pressures;
•
changes or modifications in tariff rates, exemptions therefrom or the imposition of new tariffs or new taxes on
imports, and changes or modifications in trade restrictions or the imposition of new trade restrictions;
•
the growth of our business or change in our competitive position in the future, or in or over particular periods,
both generally and with respect to particular markets, segments or lines of business, including, but not limited to, advertising, fulfillment, healthcare, and financial services;
•
the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain
financial items or measures or operating measures, including our earnings per share, net sales, growth rates, comparable store and club sales, our eCommerce sales, liabilities, expenses of certain categories, including share-based compensation,
expense leverage, operating income, returns, capital and 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, spending levels, shopping patterns, and debt levels;
•
our increasing investments in eCommerce, technology (including the use of artificial intelligence), automation,
supply chain, new stores and clubs as well as remodels and other omnichannel customer initiatives, such as same day pickup and delivery;
•
investments and capital expenditures we will make and how certain of those investments and capital expenditures
are expected to be financed;
•
our workforce strategy, including the availability of necessary personnel to staff our stores, clubs and other
facilities and the potential impact of changes to the costs of labor;
•
volatility in currency exchange rates affecting our consolidated, or one or more of our segments’ results
of operations;
•
the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of
share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;
•
our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund our operations,
finance our global investment and expansion activities, pay dividends and fund share repurchases;
•
cash flows from operations, our current cash position and access to capital markets or credit will continue to be
sufficient to meet our anticipated operating cash needs;
•
our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects
of resolutions of
tax-related
matters;
S-v
•
the adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and
actions 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);
•
the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which
we are subject and the liabilities, obligations and expenses, if any, that we may incur in connection therewith, including expenses pertaining to general liability claims, for which we self-insure;
•
the effect on our results of operations or financial position of our adoption of certain new, or amendments to
existing, accounting standards; or
•
our commitments, intentions, plans or goals related to environmental, social, and governance priorities,
including, 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 future 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,” “anticipate,” “believe,” “continue,” “could be,” “could increase,” “could occur,” “could
result,” “estimate,” “expansion,” “expect,” “expectation,” “expected to be,” “focus,” “forecast,” “goal,” “grow,”
“guidance,” “intend,” “invest,” “is expected,” “may continue,” “may fluctuate,” “may grow,” “may impact,” “may result,”
“objective,” “plan,” “priority,” “project,” “should,” “strategy,” “to be,” “we’ll,” “we will,” “will add,” “will
allow,” “will be,” “will benefit,” “will change,” “will come in at,” “will continue,” “will decrease,” “will grow,” “will have,” “will
impact,” “will include,” “will increase,” “will open,” “will remain,” “will result,” “will stay,” “will strengthen,” “would be,” “would
decrease” and “would increase,” variations of such words or phrases, other phrases commencing with the word “will” or similar words and phrases denoting anticipated or expected occurrences or results.
Risks, Factors and Uncertainties Affecting Our Business
Our business operations are subject to numerous risks, factors and uncertainties, domestically and internationally, outside of our 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 materially from those
results or an event or occurrence described in a 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 affect us on a consolidated
basis or affect only some of our reportable segments, include, but are not limited to:
Economic Factors
•
economic, geopolitical, capital markets and business conditions, trends and events around the world and in the
markets in which we operate;
•
changes or modifications in tariff rates, exemptions therefrom or the imposition of new tariffs or new taxes on
imports;
•
changes or modifications in trade restrictions or the imposition of new trade restrictions;
•
currency exchange rate fluctuations;
•
changes in market rates of interest;
S-vi
•
inflation or deflation, generally and in certain product categories;
•
transportation, energy and utility costs;
•
commodity prices, including the prices of oil and natural gas;
•
changes in market levels of wages;
•
changes in the size of various markets, including eCommerce markets;
•
unemployment levels;
•
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and
demand for certain merchandise;
•
trends in consumer shopping habits around the world and in the markets in which we operate;
•
consumer enrollment in health and drug insurance programs and such programs’ reimbursement rates and drug
formularies; and
•
initiatives of competitors, competitors’ entry into and expansion in our markets or lines of business, and
competitive pressures;
Operating Factors
•
the amount of our net sales and operating expenses denominated in U.S. dollars and various foreign currencies;
•
the financial performance of the Company and each of our segments, including the amount of our cash flow during
various periods;
•
customer transaction and average ticket in our stores and clubs and on our eCommerce platforms;
•
the mix of merchandise we sell and our customers purchase;
•
the availability of goods from suppliers and the cost of goods acquired from suppliers;
•
the effectiveness of the implementation and operation of our strategies, plans, programs and initiatives;
•
the financial and operational impacts of our investments in eCommerce, technology, talent and automation;
•
supply chain disruption and production, labor shortages and increases in labor costs;
•
the impact of acquisitions, divestitures, store or club closures and other strategic decisions;
•
our ability to successfully integrate acquired businesses;
•
unexpected changes in our objectives and plans;
•
the amount of inventory shrinkage we experience;
•
consumer acceptance of and response to our stores and clubs, eCommerce platforms, programs, merchandise offerings
and delivery methods;
•
our gross profit margins, including pharmacy margins and margins of other product categories;
•
the selling prices of gasoline and diesel fuel;
•
disruption of seasonal buying patterns in our markets;
•
disruptions in our supply chain and inventory management;
•
developments and disruptions related to the deployment of artificial intelligence technologies;
•
cybersecurity events affecting us and related costs and impact of any disruption in business;
S-vii
•
our labor costs, including healthcare and other benefit costs;
•
our casualty and accident-related costs and insurance costs;
•
the size of and turnover in our workforce and the number of associates at various pay levels within that
workforce;
•
the availability of necessary personnel to staff our stores, clubs and other facilities;
•
delays in the opening of new, expanded, relocated or remodeled units;
•
developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party
or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith;
•
changes in the credit ratings assigned to the Company’s commercial paper and debt securities by credit
rating agencies;
•
our effective tax rate; and
•
unanticipated changes in accounting judgments and estimates;
Regulatory and Other Factors
•
changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws and the
adoption and interpretation of administrative rules and regulations, including those related to worker classification;
•
adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and
actions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives;
•
changes in government-funded benefit programs or changes in levels of other public assistance payments;
•
changes in currency control laws;
•
one or more prolonged federal government shutdowns;
•
the timing of federal income tax refunds;
•
natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics; and
•
changes in generally accepted accounting principles in the United States.
Historically, our highest sales volume has occurred in the fourth quarter as a result of seasonal buying patterns, which patterns are difficult to forecast
with certainty and can be affected by many factors.
Other Risk Factors; No Duty to Update
We discuss certain of the foregoing factors more fully, as well as certain other risk factors that may affect the results and other matters discussed 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 Annual Report on Form
10-K.
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 our 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, the other risks, uncertainties and factors we disclose herein and in our Annual Report on Form
10-K
and
other reports we may file with the SEC, other risks not known to us at this time,
S-viii
changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from those results discussed in or implied or contemplated by our forward-looking
statements.
Consequently, this cautionary statement qualifies all forward-looking statements made in this prospectus supplement and the accompanying
prospectus, including those forward-looking statements made in the documents incorporated by reference herein or therein. We cannot assure you that the 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 operations 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 supplement and the accompanying prospectus, 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 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 materially from those results 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.
S-ix
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. It may
not contain all of the information that you should consider before investing in the notes. You should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus.
Walmart Inc.
Walmart Inc. is a
people-led,
technology-powered omnichannel retailer dedicated to helping people around the world
save money and live better 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 integrates our eCommerce and retail stores in an omnichannel offering that saves time for our customers. Each week, we serve approximately 280 million customers who visit more than 10,900 stores in 19 countries and through our
numerous eCommerce websites and mobile applications.
Our strategy is to make every day easier for busy families, operate with discipline, sharpen our
culture and become more digital, and make trust a competitive advantage. Making life easier for busy families includes our commitment to price leadership, which has been and will remain a cornerstone of our business, as well as increasing
convenience to save our customers time. By leading on price, we earn the trust of our customers every day by providing a broad assortment of quality merchandise and services at everyday low prices (“EDLP”). EDLP is our pricing philosophy
under which we price items at a low price every day so our customers trust that our prices will not change under frequent promotional activity. Everyday low cost is our commitment to control expenses so our cost savings can be passed along to our
customers.
Employing approximately 2.1 million associates around the world as of January 31, 2026, we serve our customers and members primarily
through the operation of three business segments:
•
Walmart U.S. is our largest segment with three primary store formats and eCommerce through walmart.com and other
eCommerce brands. Walmart U.S. provides an omni-channel experience to customers, integrating retail stores and eCommerce, through services such as
same-day
pickup and delivery, ship-from-store, and digital
pharmacy fulfillment options. Our Walmart+ membership offering provides enhanced omnichannel shopping benefits including unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, mobile
Scan & Go and access to additional member benefits.
•
Walmart International consists of our operations outside of the U.S. and includes numerous formats divided into
two major categories: retail and wholesale. These categories consist of many formats, including: supercenters, supermarkets, warehouse clubs (including our membership-only Sam’s Club formats) and cash & carry, as well as eCommerce
through websites and mobile applications, including walmart.com.mx, walmart.ca, flipkart.com, PhonePe, samsclub.com and other sites.
•
Sam’s Club U.S. is a membership-only warehouse club that provides an omnichannel experience to members,
integrating physical clubs and eCommerce through such services as curbside pickup, Scan & Go mobile checkout and payment, Just Go friction-free exit, 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, China and
Africa (which includes Botswana, Eswatini, Lesotho, Malawi, Mozambique, Namibia, South Africa and Zambia), and our majority-owned subsidiaries in India, as well as Mexico and Central America (which includes Costa Rica, El Salvador, Guatemala,
Honduras and Nicaragua).
S-1
Walmart Inc. was incorporated in the State of Delaware on October 31, 1969. We maintain our principal
executive offices at 1 Customer Drive, Bentonville, Arkansas 72716. Our main telephone number is
479-273-4000.
The address of our corporate website is
https://stock.walmart.com. The information contained on our corporate website or any other website maintained by us is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which the accompanying
prospectus is a part.
S-2
The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to consider in
making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
Issuer
Walmart Inc., a Delaware corporation.
Notes Offered
C$750,000,000 aggregate principal amount of the 2030 notes.
C$2,000,000,000 aggregate principal amount of the 2033
notes.
C$1,750,000,000 aggregate principal amount of the 2038 notes.
C$500,000,000 aggregate principal amount of the 2056 notes.
Maturity Dates
The 2030 notes will mature on October 23, 2030.
The 2033 notes will mature on October 23, 2033.
The 2038 notes will mature on October 23, 2038.
The 2056 notes will mature on October 23, 2056.
Interest Rates
The 2030 notes will bear interest at the rate of 4.150% per annum.
The 2033 notes will bear interest at the rate of
4.450% per annum.
The 2038 notes will bear interest at the rate of 4.950% per annum.
The 2056 notes will bear interest at the rate of 5.250% per annum.
Interest Payment Dates
In the case of the 2030 notes, April 23 and October 23 of each year, beginning on April 23, 2027.
In the case of the
2033 notes, April 23 and October 23 of each year, beginning on April 23, 2027.
In the case of the 2038 notes, April 23 and October 23 of
each year, beginning on April 23, 2027.
In the case of the 2056 notes, April 23 and October 23 of each year, beginning on April 23, 2027.
Currency of Payment
Initial holders will be required to pay for the notes in CAD, and all payments on the notes will be payable in CAD; provided that if on or after the date of this prospectus supplement CAD is unavailable to us due to the imposition of exchange
controls or other circumstances beyond our control or if CAD is no longer used for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S.
dollars until CAD is again available to us or so used. The amount payable on any date in CAD will be converted into U.S. dollars as described under “Description of the Notes—Issuance in CAD; Payment on the Notes.” Any payment in
respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture.
Use of Proceeds
We intend to use the net proceeds from the sale of the notes, together with the net proceeds from the Concurrent Notes Offering (as defined below), for general corporate purposes. The general corporate purposes for which we may use such net
proceeds may include, among other uses, repayment, refinancing or replacement of maturing debt. See “Use of Proceeds.”
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Denominations
The notes will be issued in minimum denominations of C$2,000 and integral multiples of C$1,000 in excess thereof.
Further Issuances
We may, without the consent of the holders of the outstanding notes of a series, from time to time, issue additional notes of that series ranking equally and ratably with the notes of such series that we are offering by this prospectus
supplement and the accompanying prospectus and otherwise similar in all respects, including the same terms as to interest rate, maturity, and our optional redemption rights, to the notes of that series offered hereby except as otherwise noted under
“Description of the Notes” in this prospectus supplement.
Optional Redemption
We may redeem the notes of any series, at our option and, as to each series of notes, in whole or in part (in C$1,000 increments,
provided
that any remaining principal amount thereof shall be at least the minimum authorized denomination
thereof), at any time and from time to time, prior to the applicable Par Call Date (as defined herein) for such series of notes, in each case, at the applicable “make-whole” redemption price determined as described under the heading
“Description of the Notes—Optional Redemption” in this prospectus supplement, plus any accrued and unpaid interest thereon to, but excluding, the redemption date.
In addition, on or after the applicable Par Call Date for the notes of any series, we may, at our option, redeem such series of notes, in whole or in part (in C$1,000 increments,
provided
that any remaining
principal amount thereof shall be at least the minimum authorized denomination thereof), at any time and from time to time, at a redemption price equal to 100% of the principal amount of such series of notes to be redeemed, plus any accrued and
unpaid interest on such series of notes to be redeemed to, but excluding, the redemption date. See “Description of the Notes—Optional Redemption” in this prospectus supplement.
Redemption Upon a Tax Event
In the event of certain developments affecting taxation, any series of notes may be redeemed in whole, but not in part, at any time at our option, at a redemption price equal to 100% of the principal amount of the notes of such series being
redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, and any additional amounts then due and which will become due on the notes of such series on the redemption date, subject to the rights of holders of record of the
notes of such series on the relevant record date to receive interest due on the relevant interest payment date and additional amounts, if any, in respect thereof. See “Description of the Notes—Redemption Upon a Tax Event.”
Payment of Additional Amounts
We will pay additional amounts on the notes to each holder in respect of withholding or deduction for any present or future tax, assessment, or other governmental charge imposed by a relevant Tax Jurisdiction (as defined below), subject to the
exceptions and limitations set forth under “Description of the Notes—Payment of Additional Amounts.”
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Form of Notes
The notes will be issued in the form of one or more fully registered global notes and will be deposited with CDS and registered in the name of CDS & Co., as nominee of CDS. Except as described under “Description of the
Notes—Form, Denomination, and Book-Entry,” owners of beneficial interests in the notes will not be entitled to have notes registered in their names, will not receive or be entitled to receive notes in definitive form, and will not be
considered to be holders of notes under the indenture. For a description of certain factors relating to clearance and settlement, see “Book-Entry Issuance and Settlement” in the accompanying prospectus.
Governing Law
The notes will be, and the indenture under which the notes will be issued is, governed by the laws of the State of New York.
Risk Factors
You should consider carefully all the information set forth and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the specific factors set forth under the heading “Risk Factors” in
this prospectus supplement, as well as the other information contained or incorporated herein by reference, including Part I. Item 1A “Risk Factors” in our Annual Report on Form
10-K,
before
investing in any of the notes offered hereby.
Listing
We do not intend to apply for listing of the notes on any securities exchange.
Trading
The notes of each series are a new issue of securities with no established trading market. Certain of the underwriters have advised us that they or certain of their affiliates currently intend to make a market in the notes of each series, but
they are not obligated to do so and may, in their sole discretion, discontinue market making at any time without notice with respect to the notes of any or all of the series. See “Underwriting” in this prospectus supplement for more
information about possible market making by certain of the underwriters or their affiliates.
Concurrent Notes Offering
Concurrent with this offering, we are offering U.S. dollar-denominated senior notes pursuant to a separate underwriting agreement and related pricing agreement (the “Concurrent Notes Offering”), the net proceeds of which will be used
for general corporate purposes, which may include, among other uses, repayment, refinancing or replacement of maturing debt. Settlement of this offering is not conditioned upon the settlement of the Concurrent Notes Offering, and the completion of
the Concurrent Notes Offering is not conditioned upon the completion of this offering or any other offering made by us.
The Concurrent Notes Offering is only being made pursuant to a separate prospectus supplement. This prospectus supplement is
not an offer to sell or a solicitation of an offer to buy any securities being offered in the Concurrent Notes Offering, and the prospectus
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supplement for the Concurrent Notes Offering is not an offer to sell or a solicitation of any offer to buy the notes. There can be no assurance that we will complete the Concurrent Notes Offering
as described herein or at all.
Trustee
The Bank of New York Mellon Trust Company, N.A.
Paying Agent, Registrar, and Authentication Agent
Computershare Trust Company of Canada
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RISK FACTORS
Investing in the notes involves certain risks. Before making a decision to invest in the notes, you should carefully consider all of the information set
forth in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus and in any free writing prospectus relating to the notes being offered
hereby that we file with the SEC. We discuss certain risks relating to our business in our Annual Report on Form
10-K
under the heading “Part I. Item 1A. Risk Factors,” which is incorporated by
reference in this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information” in this prospectus supplement and the accompanying prospectus.
An active trading market for the notes may not develop.
The notes of each series are a new issue of securities with no established trading market. We do not intend to apply for listing of the notes of any series on
any securities exchange. We cannot assure you that a trading market for the notes of any series will develop or of the ability of holders of the notes to sell their notes or of the prices at which holders may be able to sell their notes. In the
past, some of our debt securities have been thinly traded. Certain of the underwriters have advised us that they or certain of their respective affiliates may make a market in the notes of each series. However, none of the underwriters is obligated
to do so, and any market making activity with respect to the notes of any or all series by an underwriter may be discontinued by that underwriter, in its sole discretion, at any time and without notice. If no active trading markets develop for the
notes of a series, you may be unable to resell the notes of that series at any price or at their fair market value.
If trading markets for the
notes of a series develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market
prices of the notes of a series will depend on many factors, including, among others, the following:
•
ratings that rating agencies assign to the notes of that series or any of our other debt securities;
•
our results of operations, our financial condition, including the aggregate amount of long-term debt we have
outstanding from time to time, and our business prospects; and
•
conditions in the financial markets, including market rates of interest.
Conditions in the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an
adverse effect on the market prices of the notes of any series and the yields on such notes.
Rating agencies continually review the ratings they have
assigned to companies and their debt securities. Negative changes in the ratings assigned to us, notes of any series or our debt securities generally could have an adverse effect on the market prices of the notes of any series. The indenture that
will govern the notes contains no limitation on the amount of long-term debt or other indebtedness that we may incur. If our aggregate indebtedness is too substantial, one or more of the rating agencies that rate series of our outstanding long-term
and short-term debt may downgrade the rating of our outstanding debt securities, including the notes of one or more of the series of notes offered hereby. Such a downgrade in the rating of such notes could adversely affect the market for those notes
or notes of other series and the yields on such notes or notes of other series.
The indenture does not contain any financial covenants.
Neither we nor any of our subsidiaries are restricted from incurring additional unsecured debt or other liabilities, including senior debt, under
the indenture governing the notes. If we incur additional debt or liabilities, our ability to pay our obligations on the notes could be adversely affected. We expect that we will from time to time
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incur additional debt and other liabilities. In addition, the notes will not, and the indenture that will govern the notes does not, contain any provision restricting us from paying dividends on
our outstanding stock or issuing or repurchasing our securities.
The indenture under which the notes of all series will be issued contains no financial
covenants of the Company, and our credit agreements contain only limited covenants, which restrict our ability to grant liens to secure indebtedness and to effect mergers and sales of all or substantially all of our assets. As a result, you are not
protected under the indenture in the event of a highly leveraged transaction, reorganization, a default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you, except to the extent described under
“Description of the Debt Securities—Provisions of the Indenture—Amalgamation, Consolidation, Merger or Sale of Assets” in the accompanying prospectus.
Holders of the notes will receive payments in CAD.
All payments of interest on and the principal of the notes and any redemption price for the notes will be made in CAD, subject to certain limited exceptions.
We, the underwriters, the trustee, and the paying agent with respect to the notes will not be obligated to convert, or to assist any registered owner or beneficial owner of notes in converting, payments of interest, principal, any redemption price,
or any additional amount in CAD made with respect to the notes into U.S. dollars or any other currency.
Holders of the notes may be subject to the
effects of foreign currency exchange rate fluctuations, as well as possible exchange controls, relating to CAD.
The initial investors in the notes
will be required to pay for the notes in CAD. Neither we nor the underwriters will be obligated to assist the initial investors in obtaining CAD or in converting other currencies into CAD to facilitate the payment of the purchase price for the
notes.
An investment in any security denominated in, and all payments with respect to which are to be made in, a currency other than the currency of the
country in which an investor in the notes resides or the currency in which an investor conducts its business or activities (the “investor’s home currency”), entails significant risks not associated with a similar investment in a
security denominated in the investor’s home currency. In the case of the notes offered hereby, these risks may include the possibility of:
•
significant changes in rates of exchange between CAD and the investor’s home currency;
•
the imposition or modification of foreign exchange controls with respect to CAD or the investor’s home
currency; and
•
tax consequences for you as a result of any foreign exchange gains resulting from an investment in the notes.
We have no control over a number of factors affecting the notes offered hereby and foreign exchange rates, including economic,
financial, and political events that are important in determining the existence, magnitude, and longevity of these risks and their effects. Changes in foreign currency exchange rates between two currencies result from the interaction over time of
many factors directly or indirectly affecting economic and political conditions in the countries issuing such currencies, and economic and political developments globally and in other relevant countries. Foreign currency exchange rates may be
affected by, among other factors, existing and expected rates of inflation, existing and expected interest rate levels, the balance of payments between countries, and the extent of the governmental surpluses or deficits in various countries. All of
these factors are, in turn, sensitive to the monetary, fiscal, and trade policies pursued by the governments of various countries important to international trade and finance. Moreover, the recent global economic volatility and the actions taken or
to be taken by various national governments in response to the volatility could significantly affect the exchange rates between CAD and the investor’s home currency.
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The exchange rates of an investor’s home currency for CAD and the fluctuations in those exchange rates
that have occurred in the past are not necessarily indicative of the exchange rates or the fluctuations therein that may occur in the future. Depreciation of CAD against the investor’s home currency would result in a decrease in the
investor’s home currency equivalent yield on a note, in the investor’s home currency equivalent of the principal payable at the maturity of that note, and generally in the investor’s home currency equivalent market value of that
note. Appreciation of CAD in relation to the investor’s home currency would have the opposite effects.
Canada may, in the future, impose exchange
controls and modify any exchange controls imposed, which controls could affect exchange rates, as well as the availability of CAD at the time of payment of principal of, interest on, or any redemption or additional amounts with respect to, the
notes.
This description of foreign exchange risks does not describe all the risks of an investment in securities, including, in particular, the notes,
that are denominated or payable in a currency other than an investor’s home currency. You should consult your own financial, tax, and legal advisors as to the risks involved in an investment in the notes.
The notes permit us to make payments in U.S. dollars if we are unable to obtain CAD, and market perceptions concerning the instability of CAD could
materially adversely affect the value of the notes.
If CAD is unavailable to us due to the imposition of exchange controls or other circumstances
beyond our control, or if CAD is no longer used for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S. dollars until CAD is again
available to us. In such circumstances, the amount payable on any date in CAD will be converted into U.S. dollars on the basis described under “Description of the Notes—Issuance in CAD; Payment on the Notes.” Any payment in respect
of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture governing the notes. This exchange rate may be materially less favorable than the rate in effect at the time the notes were issued. Such
developments, or market perceptions concerning these and related issues, could materially adversely affect the value of the notes and you may lose a significant amount of your investment in the notes.
In a lawsuit for payment on the notes, an investor may bear currency exchange risk.
The indenture is, and the notes will be, governed by the laws of the State of New York. Under New York law, a New York state court rendering a judgment on the
notes would be required to render the judgment in CAD. However, the judgment would be converted into U.S. dollars at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the notes, investors
would bear currency exchange risk until a New York state court judgment is entered, which could be a significant amount of time. A federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the notes
would apply New York law.
In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For
example, a judgment for money in an action based on the notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The date used to determine the rate of conversion of CAD into U.S.
dollars would depend upon various factors, including which court renders the judgment and when the judgment is rendered.
Trading in CDS is subject
to minimum denomination requirements.
The terms of the notes provide that notes will be issued with a minimum denomination of C$2,000 and
multiples of C$1,000 in excess thereof. It is possible that the clearing systems may process trades that could result in amounts being held in denominations smaller than the minimum denominations. If definitive notes are required to be issued in
relation to such notes in accordance with the provisions of the relevant global notes, a holder who
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does not have the minimum denomination or any integral multiple of C$1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its
entitlement in the form of definitive notes unless and until such time as its holding satisfies the minimum denomination requirement.
The notes
will initially be held in book-entry form, and therefore investors must rely on the procedures of CDS to exercise any rights and remedies.
The
notes will initially only be issued as fully-registered, book-entry global securities, which will be deposited with, or on behalf of, CDS and registered, at the request of CDS, in the name of its nominee, which is currently CDS & Co.
Interests in the global securities will trade in book-entry form only. Unless and until the notes in definitive registered form are issued in exchange for book-entry interests, owners of book-entry interests will not be considered owners or holders
of the notes. CDS (or its nominee) will be the registered holder of the global securities. Payments in respect of the global securities representing the notes (including principal, premium, if any, interest and additional amounts, if any) will be
made to the paying agent. The paying agent will then make such payments to CDS. CDS will in turn distribute such payments to participants in accordance with its procedures. After payment to CDS, we, the trustee and the paying agent will have no
responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if you own a book-entry interest, you must rely on the procedures of CDS, as applicable, and if you are not a
participant in CDS, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of notes under the indenture. See “Description of the Notes—Book-Entry System” and
“Description of the Notes—Form, Denomination, and Book-Entry.”
Unlike the holders of the notes themselves, owners of book-entry
interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from holders of the notes. Instead, if you own a book-entry interest, you will be permitted to act only to the extent you have
received appropriate proxies to do so from CDS or, if applicable, a participant. There can be no assurance that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any requested actions on a timely
basis.
Similarly, upon the occurrence of an event of default under the indenture, unless and until notes in definitive registered form are issued in
respect of all book-entry interests, if you own a book-entry interest, you will be restricted to acting through CDS. We, the trustee and the paying agent cannot assure you that the procedures to be implemented through CDS will be adequate to ensure
the timely exercise of rights under the notes. See “Description of the Notes—Book-Entry System” and “Description of the Notes—Form, Denomination, and Book-Entry.”
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CURRENCY CONVERSION
All payments of principal, interest, premium, if any, and additional amounts, if any, with respect to a series of the notes, including payments made upon any
redemption pursuant to the terms of the notes, will be payable in CAD. Notwithstanding anything to the contrary set forth in this prospectus supplement or the accompanying prospectus, if CAD is unavailable to us due to the imposition of exchange
controls or other circumstances beyond our control or if CAD is no longer used for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the notes will be made in U.S.
dollars until CAD is again available to us. In such circumstances, the amount payable on any date in CAD will be converted by us into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of
business on the second business day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/CAD exchange rate published in The
Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in our sole discretion on the basis of the most
recently available market exchange rate for CAD. See “Description of the Notes—Issuance in CAD; Payment on the Notes.” Any payment in respect of the notes of a series so made in U.S. dollars will not constitute an event of default
under such series of the notes or the indenture. Neither the trustee nor the paying agent shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.
Investors will be subject to foreign exchange risks as to payments of principal, interest, premium, if any, and additional amounts, if any, with respect to
the notes, including payments made upon any redemption pursuant to the terms of the notes, that may have important economic and tax consequences to them. See “Risk Factors.” You should consult your own financial, legal and tax advisors
as to the risks involved in an investment in the notes.
The CAD/USD exchange rate was C$1.4269 = $1.00 on October 9, 2026, as announced by the U.S.
Federal Reserve Board.
Any information provided in this prospectus supplement concerning exchange rates is provided as a matter of information only and
you should not regard it as indicative of the range of, or trends in, fluctuations in currency exchange rates that may occur in the future.
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USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately C$4,975,860,825, after deducting underwriting discounts and payment of
transaction expenses. We intend to use the net proceeds from the sale of the notes, together with the net proceeds from the Concurrent Notes Offering, for general corporate purposes, which may include repayment, refinancing or replacement of
maturing debt, among other uses.
Settlement of this offering is not conditioned upon the settlement of the Concurrent Notes Offering, and the completion
of the Concurrent Notes Offering is not conditioned upon the completion of this offering or any other offering made by us.
The Concurrent Notes Offering
is only being made pursuant to a separate prospectus supplement. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the Concurrent Notes Offering, and the prospectus supplement for
the Concurrent Notes Offering is not an offer to sell or a solicitation of any offer to buy the notes. There can be no assurance that we will complete the Concurrent Notes Offering as described herein or at all.
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CAPITALIZATION
The following table presents the consolidated capitalization of Walmart Inc. and its consolidated subsidiaries as of July 31, 2026, as of that date as
adjusted to give effect to the offering and sale of the notes being offered hereby, and as of that date as further adjusted to give effect to this offering and sale of the notes being offered hereby and the Concurrent Notes Offering.
July 31, 2026
Actual
As
Adjusted
As Further
Adjusted
(in millions)
Short-term debt
Short-term borrowings
$
10,479
$
10,479
$
10,479
Long-term debt due within one year
3,470
3,470
3,470
Finance lease obligations due within one year
880
880
880
Total short-term debt and finance lease obligations
14,829
14,829
14,829
Long-term debt
4.150% notes due 2030
(1)
—
535
535
4.450% notes due 2033
(1)
—
1,426
1,426
4.950% notes due 2038
(1)
—
1,248
1,248
5.250% notes due 2056
(1)
—
356
356
Concurrent Notes Offering
(2)
—
—
3,000
Other long-term debt
36,462
36,462
36,462
Long-term finance lease obligations
5,952
5,952
5,952
Total long-term debt and finance lease obligations
42,414
45,979
48,979
Shareholders’ equity
Common stock and capital in excess of par value
7,840
7,840
7,840
Retained earnings
103,601
103,601
103,601
Accumulated other comprehensive loss
(13,203
)
(13,203
)
(13,203
)
Total Walmart shareholders’ equity
98,238
98,238
98,238
Total debt and finance lease obligations and total Walmart shareholders’ equity
$
155,481
$
159,046
$
162,046
(1)
The U.S. dollar equivalent of the aggregate principal amount of the notes being offered hereby, converted from
CAD using the exchange rate of C$1.4028 = $1.00, being the balance sheet exchange rate as of July 31, 2026, as announced by the U.S. Federal Reserve Board. The CAD/USD exchange rate was C$1.4269 = $1.00 on October 9, 2026, as announced by
the U.S. Federal Reserve Board.
(2)
We are also offering, by means of a separate prospectus supplement, U.S. dollar-denominated senior notes in the
Concurrent Notes Offering. There can be no assurance that the Concurrent Notes Offering will be completed. Neither this offering nor the Concurrent Notes Offering will be conditioned upon completion of the other offering.
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DESCRIPTION OF THE NOTES
The following description of the terms and conditions of the notes supplements the description of the more general terms and conditions of Walmart’s
debt securities contained in the accompanying prospectus.
The notes of each series will be issued under and pursuant to the indenture dated as of
July 19, 2005, as supplemented (the “indenture”), between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2030 notes, the 2033 notes, the 2038 notes and the 2056 notes are each a separate series of notes
under the indenture. The notes of each series will be issued in registered book-entry form without interest coupons in minimum denominations of C$2,000 and integral multiples of C$1,000 in excess thereof. The notes of each series will constitute our
senior unsecured debt obligations and will rank equally among themselves, with the notes of the other series being offered hereby and with all of our other existing and future senior unsecured debt.
The 2030 notes will mature on October 23, 2030; the 2033 notes will mature on October 23, 2033; the 2038 notes will mature on October 23, 2038; and the 2056
notes will mature on October 23, 2056. Unless previously purchased and cancelled or, to the extent permitted by such series of notes, redeemed prior to maturity, we will repay the notes of each series at 100% of their principal amount, together with
accrued and unpaid interest thereon, at their maturity.
The 2030 notes will be initially issued in an aggregate principal amount of C$750,000,000; the
2033 notes will be initially issued in an aggregate principal amount of C$2,000,000,000; the 2038 notes will be initially issued in an aggregate principal amount of C$1,750,000,000; and the 2056 notes will be initially issued in an aggregate
principal amount of C$500,000,000. We may, without the consent of the holders of the notes of a series, create and issue additional notes of that series ranking equally with and otherwise similar in all respects to the notes 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 notes will be consolidated and form a single series with the other outstanding notes of that series that we are
offering hereby;
provided
,
however
, that any additional notes of a series issued that are not fungible with the outstanding notes of that series for U.S. federal income tax purposes will be issued under one or more separate CUSIP and
ISIN numbers. No additional notes of a series may be issued if an event of default under the indenture has occurred and is continuing.
Interest Rates
on the Notes
The notes of each series will bear interest from October 23, 2026 at the annual interest rate specified for notes of that series on the
cover page of this prospectus supplement. Interest on the notes of each series will be paid semi-annually on April 23 and October 23 of each year, beginning on April 23, 2027.
Interest on the notes of each series will be payable to the person in whose name the note is registered at the close of business on the April 8 and October 8
immediately preceding the applicable interest payment date. For a full semi-annual interest period, interest on the notes of each series will be computed on the basis of a
360-day
year of twelve
30-day
months. For an interest period that is not a full semi-annual interest period, interest on the notes will be computed on the basis of a
365-day
year and the actual
number of days in such interest period (Actual/Actual Canadian Compound Method). Solely for the purposes of disclosure under the
Interest Act
(Canada), the yearly rate of interest to which the rate used in such computation is equivalent
during any particular period is the rate so used (x) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (y) divided by the number of days
based on which such rate is calculated.
Other Terms of the Notes
If any interest payment date for notes of any series would otherwise be a day that is not a business day, then the interest payment date for notes of that
series will be postponed to the following date that is a business day.
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Interest will not accrue as a result of any such postponed payment. The term “business day” means any day that is not a Saturday, a Sunday, or a day on which banking institutions in
the State of New York, Toronto, Ontario, Canada, or the corporate trust office of the trustee or the relevant place of payment are authorized or required by law, regulation or executive order to close.
None of the notes will be subject to a sinking fund or will be convertible into or exchangeable for any other securities.
The notes of each series will be subject to defeasance as described under “Description of the Debt Securities—Provisions of the
Indenture—Legal Defeasance and Covenant Defeasance” in the accompanying prospectus.
Issuance in CAD; Payment on the Notes
Initial holders will be required to pay for the notes in CAD, and all payments on the notes will be payable in CAD; provided that if on or after the date of
this prospectus supplement CAD is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if CAD is no longer used for the settlement of transactions by public institutions of or within the
international banking community, then all payments in respect of the notes will be made in U.S. dollars until CAD is again available to us.
In such
circumstances, the amount payable on any date in CAD will be converted by us into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant
payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/CAD exchange rate published in The Wall Street Journal on or prior to the second business
day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in our sole discretion on the basis of the most recently available market exchange rate for CAD. Any
payment in respect of the notes so made in U.S. dollars will not constitute an event of default under the notes or the indenture. Neither the trustee nor the paying agent will have any responsibility for any calculation or conversion in connection
with the foregoing.
Investors will be subject to foreign exchange risks as to payments on the notes that may have important economic and tax consequences
to them. See “Risk Factors” and the discussion of the foreign currency rules under “U.S. Federal Income Tax Considerations” in the accompanying prospectus.
Optional Redemption
We may redeem the notes of any
series, at our option and, as to each series of notes, in whole or in part (in C$1,000 increments,
provided
that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at any time and from time
to time, prior to the applicable Par Call Date for such series of notes, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
•
the Canada Yield Price, and
•
100% of the principal amount of the notes to be redeemed,
plus, in either case, any accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the applicable Par Call Date for the notes of any series, we may, at our option, redeem such series of notes, in whole or in part (in C$1,000
increments,
provided
that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at any time and from time to time, at a redemption price equal to 100% of the principal amount of such series of
notes to be redeemed, plus any accrued and unpaid interest on the notes of each such series to be redeemed to, but excluding, the redemption date.
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“Par Call Date” means, in the case of the 2030 notes, September 23, 2030 (the date that is one
month prior to the maturity date of such notes), in the case of the 2033 notes, August 23, 2033 (the date that is two months prior to the maturity date of such notes), in the case of the 2038 notes, July 23, 2038 (the date that is three months prior
to the maturity date of such notes) and, in the case of the 2056 notes, April 23, 2056 (the date that is six months prior to the maturity date of such notes).
“Canada Yield Price” means a price for the 2030 notes being redeemed, calculated on the Business Day preceding the date on which Walmart issues
the notice of redemption pursuant to the applicable Series Terms Certificate and in accordance with generally accepted Canadian financial practice to provide a yield to the 2030 notes Par Call Date equal to the Government of Canada Yield plus 12.5
basis points, for the 2033 notes being redeemed, calculated on the Business Day preceding the date on which Walmart issues the notice of redemption pursuant to the applicable Series Terms Certificate and in accordance with generally accepted
Canadian financial practice to provide a yield to the 2033 notes Par Call Date equal to the Government of Canada Yield plus 16.0 basis points, for the 2038 notes being redeemed, calculated on the Business Day preceding the date on which Walmart
issues the notice of redemption pursuant to the applicable Series Terms Certificate and in accordance with generally accepted Canadian financial practice to provide a yield to the 2038 notes Par Call Date equal to the Government of Canada Yield plus
22.5 basis points, and for the 2056 notes being redeemed, calculated on the Business Day preceding the date on which Walmart issues the notice of redemption pursuant to the applicable Series Terms Certificate and in accordance with generally
accepted Canadian financial practice to provide a yield to the 2056 notes Par Call Date equal to the Government of Canada Yield plus 24.5 basis points.
“Government of Canada Yield” means, on any date, the
bid-side
yield to maturity on such date as determined
by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two nationally recognized investment dealers in Canada selected by the Company, assuming semi-annual compounding and calculated in
accordance with generally accepted financial practice, which a
non-callable
Government of Canada bond would carry if issued in CAD in Canada at 100% of its principal amount on such date with a term to maturity
that most closely approximates the remaining term to the applicable Par Call Date for each series of notes.
We may redeem the notes pursuant to each of
the redemption rights described above in accordance with the redemption procedures described in the 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 days 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 redemption procedures.
In the case of a partial redemption, selection
of any note for redemption, in the case of global securities representing such series of notes, will be made in accordance with the policies and procedures of CDS (or another depositary), and in the case of certificated notes, will be made by lot.
No notes of a principal amount of C$2,000 or less will be redeemed 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 portion 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 CDS (or another depositary),
the redemption of such notes shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults in payment of
the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.
The
Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
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The notes are also subject to redemption prior to maturity if certain changes in the laws of a relevant Tax
Jurisdiction occur. If such changes occur, the notes may be redeemed at a redemption price of 100% of their principal amount plus accrued and unpaid interest, if any (including, for the avoidance of doubt, any additional amounts), to, but excluding,
the redemption date. See “— Redemption Upon a Tax Event.”
Payment of Additional Amounts
For purposes of the notes, the description below under this section titled “—Payment of Additional Amounts” supersedes the information in the
accompanying prospectus under the caption “Description of the Debt Securities—Payment of Additional Amounts.”
We will, subject to the
exceptions and limitations set forth below, pay as additional interest on the notes such additional amounts as are necessary in order that the net payment by us or a paying agent of the principal, premium, if any, and interest with respect to the
notes to a beneficial owner, after withholding or deduction for any present or future tax, assessment, or other governmental charge imposed by the United States or a taxing authority in the United States or any jurisdiction in which we (or any
successor) are organized or resident for tax purposes (each, a “Tax Jurisdiction”), will not be less than the amount provided in the notes to be then due and payable; provided, however, that the foregoing obligation to pay additional
amounts will not apply:
1.
to any tax, assessment, or other governmental charge that is imposed by reason of the holder (or the beneficial
owner for whose benefit such holder holds such notes), or a fiduciary, settlor, beneficiary, member, or shareholder of the holder (if the holder is an estate, trust, partnership or corporation), or a person holding a power over an estate or trust
administered by a fiduciary holder, being treated as:
a.
being or having been present in, or engaged in a trade or business in, the relevant Tax Jurisdiction, being
treated as having been present in, or engaged in a trade or business in, the relevant Tax Jurisdiction, or having or having had a permanent establishment in the United States;
b.
having a current or former connection with the relevant Tax Jurisdiction (other than a connection arising
solely as a result of the ownership of the notes, the receipt of any payment in respect of the notes, or the enforcement of any rights under the indenture), including being or having been a citizen or resident of the United States or treated as
being or having been a resident thereof;
c.
being or having been a personal holding company, a passive foreign investment company, or a controlled foreign
corporation for U.S. federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings to avoid U. S. federal income tax;
d.
being or having been a
“10-percent
shareholder”, as defined
in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision, of us; or
e.
being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business, within the meaning of Section 881(c)(3) of the Code or any successor provision;
2.
to any payment to a holder that is not the sole beneficial owner of the notes, or a portion of the notes, or
that is a fiduciary, partnership, or limited liability company, but only to the extent that a beneficial owner of the notes ,a beneficiary or settlor with respect to the fiduciary, or a member of the partnership or limited liability company would
not have been entitled to the payment of an additional amount had the beneficial owner, beneficiary, settlor, or member received directly its beneficial or distributive share of the payment;
3.
to any tax, assessment, or other governmental charge that would not have been imposed but for the failure of
the holder, beneficial owner, or any other person to comply (to the extent that it is legally eligible to do so) with any certification, identification, or information reporting requirements concerning the nationality, residence, identity, or
connection with the United States of the holder or
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beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment, or other governmental charge (including, for the avoidance of doubt, any backup withholding tax imposed pursuant to Section 3406 of the Code (or any amended or
successor provision) (relating to backup withholding tax));
4.
to any tax, assessment, or other governmental charge that is imposed otherwise than by withholding from the
payment;
5.
to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or similar tax,
assessment, or other governmental charge;
6.
to any tax, assessment, or other governmental charge that would not have been imposed but for the presentation
by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
7.
to any tax, assessment, or other governmental charge required to be withheld or deducted that is imposed on a
payment pursuant to Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable and not materially more onerous to comply with), any U.S. Treasury regulations promulgated thereunder,
or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation, or other official guidance enacted in any
jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA;
8.
to any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of a change
in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; or
9.
to any tax imposed as a result of any combination of items (1) through (8).
Except as specifically provided under this heading “—Payment of Additional Amounts,” we will not be required to pay additional amounts in
respect of any tax, assessment, or other governmental charge. Any additional amounts will be paid in CAD. References in this prospectus supplement and the accompanying prospectus to any payment on the notes include the related payment of additional
amounts, as applicable.
As used under this heading “—Payment of Additional Amounts” and under the heading “—Redemption Upon
a Tax Event,” the term “United States” means the United States of America, any state thereof, and the District of Columbia.
Redemption Upon a Tax Event
For purposes of the notes,
the description below under this section titled “—Redemption Upon a Tax Event” supersedes the information in the accompanying prospectus under the caption “Description of the Debt Securities—Redemption Upon Tax
Event.”
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of a relevant Tax
Jurisdiction or any change in, or amendment to, an official position regarding the application, interpretation, administration, or enforcement thereof (including by virtue of any action taken by a taxing authority, a holding, judgment, or order by a
court of competent jurisdiction (whether or not such action was taken or brought with respect to us), or a change in published administrative practice) that in each case is announced and/or becomes effective on or after the date of this prospectus
supplement (or, if the Tax Jurisdiction is not the United States, after the date such Tax Jurisdiction became a Tax Jurisdiction), based upon a written opinion of independent counsel selected by us, we become or will become obligated to pay
additional amounts as
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described herein under the heading “—Payment of Additional Amounts” with respect to the notes of any series, then we may at any time at our option redeem, in whole, but not in
part, the notes of such series on not less than 10 nor more than 90 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest, if any (including, for the avoidance of doubt, any
additional amounts), on the notes of such series to be redeemed to, but excluding, the redemption date.
We will not give any such notice of redemption of
notes earlier than 90 days prior to the earliest date on which we would be obligated to pay additional amounts if a payment in respect of the notes was then due, and the law giving rise to the obligation to pay additional amounts (whether the
obligation to withhold is then effective or will become effective after the notice) must be in effect at the time such notice is given.
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. So
long as the notes of a series are represented by one or more global securities deposited with CDS or its nominee, notices to holders of such notes may be given by delivery of those notices to CDS, and such notices shall be deemed to be given on the
date of delivery to CDS. The paying agent will transmit notices to each registered holder’s last known address as it appears in the security register that the paying agent maintains. The paying agent will only transmit these notices to the
registered holder 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 Company, 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 numerous corporate securities issuances, including our other series of debt securities of which we are the issuer. We
may maintain deposit accounts and conduct other banking transactions with one or more affiliates of the trustee in the ordinary course of business. Computershare Trust Company of Canada will be the registrar, paying agent and authentication agent
for the notes of each series.
Governing Law
The
notes of each series will 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 any 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 other 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.
Book-Entry System
The notes will be issued as
fully-registered, book-entry global securities which will be deposited with, or on behalf of, CDS and registered, at the request of CDS, in the name of CDS & Co., as its nominee. The notes will settle through CDS. You will not be permitted
to withdraw the notes from CDS except in accordance with CDS’ rules and procedures. You may hold interests in a global security through organizations that participate, directly or indirectly, in the CDS system.
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For as long as the notes are maintained in book-entry form at CDS, CDS or its nominee will be the registered
owner of the notes for all purposes and all payments on the notes will be made to CDS and payments to beneficial owners of notes will be made in accordance with CDS’ procedures and the procedures of its participants. Consequently, you will
need to look to CDS and its participants through which you own your interest in the notes for any payment or to exercise any rights in respect of the notes. Neither we nor the trustee have any responsibility for the actions of CDS or its
participants, and your ability to receive payments or exercise any rights in respect of the notes will be subject to their procedures.
CDS is
Canada’s national securities depository, clearing and settlement hub, supporting Canada’s equity, fixed income and money markets. Functioning as a service utility for the Canadian financial community, CDS provides a wide variety of
computer automated services for financial institutions and investment dealers active in domestic and international capital markets. CDS participants include banks, investment dealers and trust companies and may include certain of the underwriters.
Indirect access to CDS is available to other organizations that clear through or maintain a custodial relationship with a CDS participant. Transfers of ownership and other interests in notes in CDS, including cash distributions, may only be
processed through CDS participants and will be completed in accordance with existing CDS rules and procedures. CDS is headquartered in Toronto and has offices in Montreal, Vancouver, and Calgary. CDS is a subsidiary of The Canadian Depository for
Securities Limited, part of TMX Group Limited. It is affiliated with CDS Inc., which provides services to the Canadian Securities Administrators, and CDS Innovations Inc., a commercial marketer of CDS information products such as CDS Bulletins and
entitlements information.
We have obtained the information in this section concerning CDS and the book-entry procedures and settlement from sources that
we believe to be reliable, but we take no responsibility for the accuracy of this information.
Form, Denomination, and Book-Entry
The notes, subject to certain exceptions, will at all times be represented in the form of one or more fully registered global securities held by, or on behalf
of, CDS, as custodian of the global securities (for its participants) and registered in the name of CDS & Co., and registrations of interests in and transfers of the notes will be made only through the book-entry only system of CDS. Except
as described below, owners of beneficial interests in notes will not be entitled to a certificate or other instrument from us or CDS evidencing the purchaser’s ownership thereof, owners of beneficial interests in notes held through CDS and its
participants will not be considered the “holders” of those notes under the indenture and no such beneficial owner of notes will be shown on the records maintained by CDS, although we expect that such beneficial interests will be
reflected through book-entry accounts of a direct or indirect participant of CDS acting on behalf of such beneficial owners. Each purchaser of notes represented by a global security is expected to receive a customer confirmation of purchase from the
underwriter or other registered dealer from which the notes are purchased in accordance with the practices and procedures of the selling underwriter or dealer. The practices of the underwriters may vary but, generally, customer confirmations are
issued promptly after execution of a customer order. CDS will be responsible for establishing and maintaining book-entry accounts for its direct participants having interests in global securities, and direct and indirect participants of CDS will be
responsible for maintaining book-entry accounts for beneficial owners holding interests in global securities. Sales of interests in a global security can only be completed through participants in the book-entry only depositary service of CDS.
Neither we, the trustee nor the underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the
notes held by CDS or any of its direct or indirect participants or the payments relating thereto; (b) maintaining, supervising or retaining any records of CDS relating to the notes; or (c) any advice or representation made by, or with
respect to, CDS or any action to be taken by CDS or at the direction of its participants.
Notes will be issued in fully registered, certificated form,
registered in the names of persons other than CDS or its nominee only if (i) the book-entry only system ceases to exist, (ii) we determine that CDS is no longer willing
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or able to discharge properly its responsibilities as depositary with respect to the notes and we are unable to locate a qualified successor, (iii) we, at our option, elect to terminate the
record book-entry system through CDS, (iv) required by law or (v) an event of default under the indenture with respect to the notes has occurred and is continuing.
Transfers of Notes
Transfers of beneficial ownership of
notes represented by a global security will be effected only through records maintained by CDS for such global security (with respect to interests of participants) and on the records of its direct and indirect participants (with respect to interests
of persons other than participants). Beneficial owners who are not participants in the book entry only depositary service of CDS, but who desire to purchase, sell or otherwise transfer ownership of or other interests in a global security, may do so
only through participants in the book-entry only depositary service of CDS.
The ability of a beneficial owner of an interest in a note represented by a
global security to pledge the notes or otherwise take action with respect to such owner’s interest in the notes represented by a global security (other than through a participant) may be limited due to the lack of possession of a certificate
representing physical notes.
If certificated notes are issued under the limited circumstances described above, registration of transfers or exchanges of
certificated notes may be made by delivery of those certificated notes, duly endorsed or accompanied by instruments of transfer duly endorsed, by the registered holders thereof, at the office of a registrar for the notes.
In addition, as described under “Description of the Debt Securities” in the accompanying prospectus, the indenture under which the notes will be
issued provides that we are not required to (i) issue, register, transfer or exchange securities of any series during a period beginning at the opening of business 15 days before the day we transmit a notice of redemption of the securities
of the series selected for redemption and ending at the close of business on the day of the transmission; (ii) register, transfer or exchange any security so selected for redemption in whole or in part, except the unredeemed portion of any
security being redeemed in part; or (iii) exchange any bearer securities selected for redemption except if a bearer security is exchanged for a registered security of the same tenor that is simultaneously surrendered for redemption.
Payment of Principal, Interest and other Amounts
As long
as CDS or its nominee is the registered owner of a global security, CDS or its nominee will be considered the sole owner of a global security for the purposes of receiving payments of principal, premium, if any, interest, including payments made
upon any redemption, and additional amounts, if any, with respect to such global security. Payments of principal, premium, if any, interest, including payments made upon any redemption, and additional amounts, if any, with respect to the notes in
book-entry form represented by one or more global securities will be made by us through the paying agent to CDS or its nominee, as the case may be, as the holder of the global security or global securities representing such notes in book-entry form.
We expect that CDS, upon receipt of any payment of principal, premium, if any, interest, including payments made upon any redemption, and additional
amounts, if any, with respect to a global security, will credit, on the date such amount is payable, its participants’ accounts with payments in amounts proportionate to their respective interests in the principal amount of such global
security as shown on the records of CDS. We also expect that payments of principal, interest and other amounts by the participants to the owners of beneficial interests in such global security held through such participants in the depositary service
of CDS will be governed by standing instructions and customary practices and will be the responsibility of such participants. Our responsibility and liability in respect of notes represented by a global security is limited to making payment of any
principal, interest and other amounts due on such global security to CDS. The rules governing CDS provide
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that it acts as the agent and depositary for its participants. As a result, such participants must look solely to CDS and beneficial owners of notes must look solely to participants for the
payment of the principal, interest and other amounts on the notes paid by or on behalf of us to CDS.
If certificated notes are issued under the limited
circumstances described above, we will make payments of principal and the redemption price, if any, thereof upon presentation of the certificated notes at the office of a paying agent for the notes. At our option, payments of interest on
certificated notes, if issued, due on any interest payment date (other than on the maturity date or upon redemption) may be made by check in CAD mailed to the addresses of the persons entitled thereto as such address shall appear in the register of
notes or by wire transfer to the accounts in CAD designated by such persons in writing not later than 10 days prior to the date of such payment. Any wire transfer instructions received by the paying agent shall remain in effect until revoked by the
applicable registered holder.
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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 Considerations”
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 not 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, such 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 income tax
consequences that may be relevant to their particular circumstances or situations.
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UNDERWRITING
Merrill Lynch Canada Inc., Scotia Capital Inc. and TD Securities Inc. 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 pricing 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
2030 Notes
Principal Amount
of
2033 Notes
Principal Amount
of
2038 Notes
Principal
Amount of 2056
Notes
Merrill Lynch Canada Inc.
C$117,525,000
C$313,400,000
C$274,225,000
C$78,350,000
Scotia Capital Inc.
117,487,500
313,300,000
274,137,500
78,325,000
TD Securities Inc.
117,487,500
313,300,000
274,137,500
78,325,000
Citigroup Global Markets Canada Inc.
33,750,000
90,000,000
78,750,000
22,500,000
J.P. Morgan Securities LLC
33,750,000
90,000,000
78,750,000
22,500,000
HSBC Securities (USA) Inc.
33,750,000
90,000,000
78,750,000
22,500,000
BNP Paribas Securities Corp.
33,750,000
90,000,000
78,750,000
22,500,000
Goldman Sachs & Co. LLC
33,750,000
90,000,000
78,750,000
22,500,000
Wells Fargo Securities Canada, Ltd.
33,750,000
90,000,000
78,750,000
22,500,000
Morgan Stanley Canada Limited
33,750,000
90,000,000
78,750,000
22,500,000
Barclays Capital Canada Inc.
33,750,000
90,000,000
78,750,000
22,500,000
Mizuho Securities Canada Inc.
33,750,000
90,000,000
78,750,000
22,500,000
U.S. Bancorp Investments, Inc.
33,750,000
90,000,000
78,750,000
22,500,000
BBVA Securities Inc.
15,000,000
40,000,000
35,000,000
10,000,000
NatWest Markets Securities Inc.
15,000,000
40,000,000
35,000,000
10,000,000
Santander US Capital Markets LLC
15,000,000
40,000,000
35,000,000
10,000,000
SMBC Nikko Securities Canada, Ltd.
15,000,000
40,000,000
35,000,000
10,000,000
Total
C$750,000,000
C$2,000,000,000
C$1,750,000,000
C$500,000,000
The underwriting agreement and the pricing agreement provide that the obligations of the several underwriters to 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 offering price
for notes of that series set forth on the cover page of this prospectus supplement. If all of the 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 offering 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 0.300% in respect of the offering of the 2030 notes, 0.370% in respect of the offering of the 2033
notes, 0.400% in respect of the offering of the 2038 notes and 0.500% in respect of the offering of the 2056 notes.
We have agreed to indemnify the
several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, 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 C$2,746,675, relating to the offering of
the notes.
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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 respective 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 maintaining 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 this 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 could 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 transactions 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 not be discontinued without notice.
These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, 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 are 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 with 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 dealer 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 do 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 any 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 discount 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.
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 dealings 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 Merrill Lynch Canada Inc., Scotia
Capital Inc. and TD Securities Inc. and certain of the other underwriters and/or affiliates thereof are lenders under our Amended and Restated Five-Year Credit Agreement, Amended and Restated
364-Day
Credit
Agreement and Amended and Restated Letter of Credit Facility Agreement. Merrill Lynch Canada Inc., Scotia Capital Inc. and TD Securities Inc. 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
investments 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
may 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
would hedge such exposure by entering into
S-25
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 or 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 securities 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 not 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 the
Financial Industry Regulatory Authority, Inc.
Extended Settlement
We expect that 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 purchaser 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 at 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.
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 permitted.
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 any 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 (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 (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 1286/2014 (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 available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the 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 for 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 otherwise 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
S-26
professional client, as defined in point (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 to 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 otherwise 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 Composite Investments (Designated Activities) Regulations 2024.
This prospectus supplement 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 matters 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 worth 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 Services 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 “Relevant Persons”. In the UK, any investment or investment activity 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 rely on this prospectus supplement or its contents.
Notice to Prospective
Investors in Canada
The notes will be sold in Canada on a private placement basis to purchasers in each of the provinces of Canada in reliance on
the “accredited investor” exemption under National Instrument
45-106
–
Prospectus Exemptions
(“NI 45-106”)
to purchasers that
are “accredited investors” (as defined in NI
45-106
or Section 73.3(1) of the
Securities Act
(Ontario), as applicable), purchasing as principal (or deemed to be purchasing as
principal), that are also “permitted clients” (as defined in National Instrument
31-103
–
Registration Requirements, Exemptions and Ongoing Registrant Obligations
), subject to
applicable law, and in accordance with the terms and conditions of the Canadian offering memorandum dated on or about the date hereof.
Each underwriter
has, severally and not jointly, represented to and agreed with us that it will only offer and sell the notes in Canada on a private placement basis only on a basis that is exempt from the requirement that we prepare and file a prospectus with the
relevant Canadian securities regulatory authorities.
Each underwriter has also, severally and not jointly, represented to and agreed with us that such
underwriter has not and will not provide to any purchaser of the notes any document or other material that would constitute an offering memorandum within the meaning of applicable Canadian securities laws (other than the Canadian offering memorandum
prepared in connection with this offering that incorporates this prospectus supplement and the accompanying prospectus and the documents incorporated by reference therein) with respect to the private placement of the notes in the provinces of
Canada.
Purchasers of the notes in any jurisdiction are hereby notified that certificates representing the notes (or, for notes held in book-entry form
through CDS, the written notice delivered to purchasers in lieu of a legend) will bear legends about resales of the notes in Canada to the following effect:
EXCEPT IN THE PROVINCE OF MANITOBA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE NOTES MUST NOT TRADE THE NOTES IN
CANADA BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER THE LATER OF (I) THE DATE OF DISTRIBUTION, AND (II) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.
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IN THE PROVINCE OF MANITOBA, UNLESS OTHERWISE PERMITTED UNDER APPLICABLE CANADIAN SECURITIES
LEGISLATION OR WITH THE PRIOR WRITTEN CONSENT OF THE APPLICABLE REGULATORS, THE HOLDER OF THE NOTES MUST NOT TRADE THE SECURITY IN CANADA BEFORE THE DATE THAT IS TWELVE MONTHS AND A DAY AFTER THE DATE THE HOLDER ACQUIRED THE SECURITY.
Walmart is not presently, and does not intend to become, a “reporting issuer,” as such term is defined under applicable Canadian securities laws,
in any province or territory of Canada. Walmart’s securities are not listed on any stock exchange or automated dealer quotation system in Canada and Walmart does not intend to apply to list the notes on any stock exchange or automated dealer
quotation system in Canada. Resale of the notes in Canada must be made in accordance with, or in a transaction not subject to, applicable Canadian securities laws, and prospective Canadian purchasers should consult their own legal advisors with
respect to any resale of the notes.
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 public 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, laws 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 (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, or 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 Hong 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 No. 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 “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 resale, 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 other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
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 indirectly, 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 Foreign 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 Korean 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 regulations) in connection with the purchase of the notes.
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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 of 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 distributed, 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 of 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), and 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 under
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 of
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 who
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 not
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 arising
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;
(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
Designated Securities-based Derivatives Contracts) Regulations 2018.
Solely for the purposes of its obligations pursuant to sections 309B(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 Securities 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
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in the notes. The notes may 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 multilateral
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, and 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 Republic 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 could 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 authority 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 accompanying
S-29
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 resold 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 Acceptance”), and the purchase/sale contract arising therefrom shall be deemed a contract entered into in the Place of Acceptance.
Notice to Prospective Investors in United Arab Emirates
The notes have not been, and are not being, publicly offered, sold, promoted or advertised 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 the 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 constitute 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 prospectus 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 Regulatory 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. Certain legal matters relating to Canadian law will be
passed upon for us by Blake, Cassels & Graydon LLP, Toronto, Ontario. Simpson Thacher & Bartlett LLP, San Francisco, California, will pass upon certain legal matters for the underwriters, and McCarthy Tétrault LLP, Toronto,
Ontario, will pass upon certain legal matters relating to Canadian law for the underwriters.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements that are included in 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 thereon.
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 incorporated 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.
S-31
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
debt 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
debt securities when we first offer debt securities of that series.
We describe in this prospectus certain terms and conditions of the
debt 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
conditions 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:
•
the principal amount of those debt securities (which may be subject to increase in the event of further
issuances);
•
the price or prices at which those debt securities are being offered to the public;
•
the currency in which those debt securities are denominated;
•
the maturity date of those debt securities;
•
the interest rate or rates for those debt securities, which may be fixed or variable;
•
the dates on which we will pay the principal of and premium, if any, and interest on those debt securities;
•
any redemption rights applicable to those debt securities; and
•
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
and 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
the 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
this 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
securities. 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
these 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
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
i
ABOUT THIS PROSPECTUS
This prospectus forms part of a registration statement on Form
S-3
that we filed with the Securities
and 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
sell, 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
registration statement.
We urge you to read carefully both this prospectus and the applicable prospectus supplement, together with the
information 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
information 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,
including 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
filings 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
prospectus 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
debt 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,
the 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,”
“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
specific debt securities in a particular offering.
We have not authorized anyone to provide any information concerning any debt
securities 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
incorporated 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
by 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
incorporated 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,
respectively. Our business, financial condition and results of operations may have changed since those dates.
1
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
the 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
maintained 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
will 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
prospectus 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
Relations
702 S.W. 8th Street
Bentonville, Arkansas 72716
(479)
273-8446
This prospectus is part of a registration statement on Form
S-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
the exhibits thereto, from the SEC or us as described above.
2
INCORPORATION OF INFORMATION BY REFERENCE
As permitted by the SEC’s rules, we “incorporate by reference” into this prospectus information contained in certain
documents 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
prospectus form an important part of this prospectus.
We incorporate by reference into this prospectus the following documents:
•
our Annual Report on
Form
10-K
for our fiscal year ended January
31, 2023, including the portions of our definitive proxy statement on
Schedule 14A
, filed with the SEC on
April 20, 2023, that are incorporated by reference into such Annual Report on Form
10-K;
•
our Quarterly Reports on Form
10-Q
for our fiscal quarters ended
April 30,
2023
,
July
31, 2023
and
October 31, 2023
; and
•
our Current Reports on Form
8-K
filed with the SEC on
February 24,
2023
,
March
6, 2023
,
March
24, 2023
,
April
17, 2023
,
June
2, 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
(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
this 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
definitive 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
information 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
in 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,
the 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
of 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
and 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
statement 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
reference 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
Can Find More Information.”
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement, including the information incorporated by reference herein or therein,
may 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
forward-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
statements 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
future 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:
•
macroeconomic, geopolitical, and business conditions, trends and events around the world and in the markets in
which we operate, including inflation or deflation, generally and in certain product categories, the impact of supply chain challenges, and recessionary pressures;
•
the growth of our business or change in our competitive position in the future or in or over particular periods,
both generally and with respect to particular markets, segments or lines of business, including, but not limited to, advertising, fulfillment, healthcare, and financial services;
•
the amount, number, growth, increase, reduction or decrease in or over certain periods, of or in certain
financial 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
and 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,
spending levels, shopping patterns and debt levels;
•
our increasing investments in eCommerce, technology, automation, supply chain, new stores and clubs as well as
remodels and other omni-channel customer initiatives, such as same day pickup and delivery;
•
investments and capital expenditures we will make and how certain of those investments and capital expenditures
are expected to be financed;
•
our workforce strategy, including the availability of necessary personnel to staff our stores, clubs and other
facilities and the potential impact of changes to the costs of labor;
•
volatility in currency exchange rates affecting our consolidated, or one or more of our segments’ results
of operations;
•
the company continuing to provide returns to shareholders through share repurchases and dividends, the use of
share repurchase authorization over a certain period or the source of funding of a certain portion of our share repurchases;
•
our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund our operations,
finance our global investment and expansion activities, pay dividends and fund share repurchases;
•
cash flows from operations, our current cash position and access to capital markets or credit will continue to be
sufficient to meet our anticipated operating cash needs;
•
the reclassification of amounts related to our derivatives;
•
our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects
of resolutions of
tax-related
matters;
4
•
the adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and
actions 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);
•
the effect of adverse decisions in, or settlement of, litigation or other proceedings or investigations to which
we are subject;
•
the effect on the company’s results of operations or financial position of the company’s adoption of
certain new, or amendments to existing, accounting standards; or
•
our commitments, intentions, plans or goals related to environmental, social, and governance priorities,
including, 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
future 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,”
“anticipate,” “believe,” “could be,” “could increase,” “could occur,” “could result,” “continue,” “estimate,” “expansion,”
“expect,” “expectation,” “expected to be,” “focus,” “forecast,” “goal,” “grow,” “guidance,” “intend,” “invest,” “is
expected,” “may continue,” “may fluctuate,” “may grow,” “may impact,” “may result,” “objective,” “plan,” “priority,” “project,”
“strategy,” “to be,” “we’ll,” “we will,” “will add,” “will allow,” “will be,” “will benefit,” “will change,” “will come in
at,” “will continue,” “will decrease,” “will grow,” “will have,” “will impact,” “will include,” “will increase,” “will open,” “will
remain,” “will result,” “will stay,” “will strengthen,” “would be,” “would decrease” and “would increase,” variations of such words or phrases, other phrases commencing
with the word “will” or similar words and phrases denoting anticipated or expected occurrences or results.
5
RISK FACTORS
Our business operations are subject to numerous risks, uncertainties and other factors, domestically and internationally, that are outside of
our 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
materially 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
affect us on a consolidated basis or affect only some of our reportable operating segments, include, but are not limited to:
Economic Factors
•
economic,
geo-political,
capital markets and business conditions, trends
and events around the world and in the markets in which we operate;
•
currency exchange rate fluctuations;
•
changes in market rates of interest;
•
inflation or deflation, generally and in certain product categories;
•
transportation, energy and utility costs;
•
commodity prices, including the prices of oil and natural gas;
•
changes in market levels of wages;
•
changes in the size of various markets, including eCommerce markets;
•
unemployment levels;
•
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and
demand for certain merchandise;
•
trends in consumer shopping habits around the world and in the markets in which we operate;
•
consumer enrollment in health and drug insurance programs and such programs’ reimbursement rates and drug
formularies; and
•
initiatives of competitors, competitors’ entry into and expansion in our markets or lines of business, and
competitive pressures;
Operating Factors
•
the amount of our net sales and operating expenses denominated in U.S. dollar and various foreign currencies;
•
the financial performance of our company and each of its segments, including the amount of our cash flow during
various periods;
•
customer transaction and average ticket in our stores and clubs and on our eCommerce platforms;
•
the mix of merchandise we sell and our customers purchase;
•
the availability of goods from suppliers and the cost of goods acquired from suppliers;
•
the effectiveness of the implementation and operation of our strategies, plans, programs and initiatives;
•
the financial and operational impacts of our investments in eCommerce, technology, talent, and automation;
6
•
COVID-19
recovery related challenges, including supply chain disruption
and production, labor shortages and increases in labor costs;
•
the impact of acquisitions, divestitures, store or club closures, and other strategic decisions;
•
our ability to successfully integrate acquired businesses;
•
unexpected changes in our objectives and plans;
•
the amount of shrinkage we experience;
•
consumer acceptance of and response to our stores and clubs, eCommerce platforms, programs, merchandise offerings
and delivery methods;
•
our gross profit margins, including pharmacy margins and margins of other product categories;
•
the selling prices of gasoline and diesel fuel;
•
disruption of seasonal buying patterns in our markets;
•
disruptions in our supply chain and inventory management;
•
cybersecurity events affecting us and related costs and impact of any disruption in business;
•
our labor costs, including healthcare and other benefit costs;
•
our casualty and accident-related costs and insurance costs;
•
the size of and turnover in our workforce and the number of associates at various pay levels within that
workforce;
•
the availability of necessary personnel to staff our stores, clubs and other facilities;
•
delays in the opening of new, expanded, relocated or remodeled units;
•
developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party
or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith;
•
changes in the credit ratings assigned to our commercial paper and debt securities by credit rating agencies;
•
our effective tax rate; and
•
unanticipated changes in accounting judgments and estimates;
Regulatory and Other Factors
•
changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws, and the
adoption and interpretation of administrative rules and regulations;
•
the imposition of new taxes on imports, new tariffs and changes in existing tariff rates;
•
the imposition of new trade restrictions and changes in existing trade restrictions;
•
adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and
actions in the markets in which we operate and elsewhere and actions with respect to such policies, programs and initiatives;
•
changes in government-funded benefit programs or changes in levels of other public assistance payments;
•
changes in currency control laws;
7
•
one or more prolonged federal government shutdowns;
•
the timing of federal income tax refunds;
•
natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics, including
COVID-19;
and
•
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
different weather patterns. Historically, our highest sales volume has occurred in the fiscal quarter ending January 31.
Other Risk Factors; No Duty to
Update
We discuss certain of these factors more fully, as well as certain other risk factors that may affect the results and other matters
discussed 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
Form 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
filed 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.
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
our 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
Reports 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
materially from those discussed in or implied or contemplated by our forward-looking statements.
Consequently, this cautionary statement
qualifies 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
the 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
operations 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
prospectus 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
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 materially from those
results 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.
8
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
our 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
anywhere—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
integrates 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
countries.
Employing approximately 2.1 million associates around the world, we serve our customers and members primarily through the
operation of three business segments:
•
Walmart U.S. is our largest segment with three primary store formats and eCommerce through walmart.com and other
eCommerce 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.
•
Walmart International consists of our operations outside of the U.S. and includes numerous formats divided into
two 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
walmart.com.mx, walmart.ca, flipkart.com, walmart.cn and other sites.
•
Sam’s Club is a membership-only warehouse club which provides an omni-channel experience to customers,
integrating 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,
China 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
Rica, El Salvador, Guatemala, Honduras and Nicaragua).
Walmart Inc.’s common stock is listed for trading on the New York Stock
Exchange under the symbol “WMT.”
Walmart Inc. was incorporated in the State of Delaware on October 31, 1969. We maintain
our 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
www.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.
9
USE OF PROCEEDS
Except as otherwise specifically described in the prospectus supplement relating to a particular offering of debt securities, we may use the
net proceeds from the sale of the debt securities:
•
to repay short-term borrowings incurred for general corporate purposes, including to finance capital
expenditures, 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;
•
to repay or refinance long-term debt prior to or at maturity or to refinance debt of one or more of our
subsidiaries;
•
to finance repurchases of our outstanding securities we make in the open market or pursuant to one or more tender
offers;
•
to repay borrowings we have incurred to acquire, or assumed in connection with the acquisition of, other
companies and assets;
•
to finance one or more acquisitions we make;
•
to finance particular capital expenditures we make;
•
to meet our working capital requirements; and
•
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
offering 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
securities.
10
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
prospectus 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
and 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
debt 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
“Where You Can Find More Information” above regarding how you may obtain access to or copies of those filings.
We will issue
the 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
such 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,
and 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
each 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
securities of that series.
A form of the debt securities of a series, reflecting the particular terms and provisions of a series of
offered 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,
each 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
Walmart 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
equally 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
any, 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
will guarantee the payment of amounts owing with respect to any of the debt securities.
The debt securities of each series will be issued
in 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)
form 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
in 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
in which those debt securities will be issued.
11
Unless previously redeemed or purchased and cancelled, we will repay the debt securities of
each 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,
optional 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
succeeding 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
otherwise 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
consolidated 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.
federal 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
particular 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
our 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
series 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
pursuant to this prospectus.
The debt securities will be subject to defeasance as described under “—Provisions of the
Indenture—Legal Defeasance and Covenant Defeasance.”
Notices to registered holders of the debt securities of a series will be
mailed 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
applicable 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
exchange.
The laws of the State of New York govern the indenture, govern the outstanding debt securities of each series issued under the
indenture 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
supplement, 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
issued 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
below and at maturity or, if earlier, a tax,
12
optional 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
record 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
institutions 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
a specific series, in which event, the different definition will be described in the applicable prospectus supplement.
Fixed Rate Debt Securities
If a series of debt securities being offered pursuant to this prospectus will bear interest at a fixed rate of interest, the debt
securities 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
will 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
payment 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
date 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
specified 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
of 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
applied 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
debt 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
offered 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
Euroclear 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
securities 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
securities. 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
to the holders at their address set forth in the register of holders.
Payments of amounts (including principal, premium, if any, interest
and 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
Euroclear, 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
respective procedures.
13
Under the terms of the indenture, we and the trustee will treat the registered holder of
such 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
our respective agents has or will have any responsibility or liability for:
•
any aspects of the records of DTC, Clearstream, Euroclear or any direct or indirect participant therein relating
to 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
any direct or indirect participant therein relating to or payments made on account of any such debt securities; or
•
DTC, Clearstream, Euroclear or any direct or indirect participant therein. Payments by such participants to the
beneficial 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.”
We will maintain an office or agency in the Borough of Manhattan, The City of New York, where debt securities of each
series 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
York 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
indenture 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
to cover any tax or other governmental charge payable in connection with such registration of transfer.
Same-Day
Settlement
The debt securities will trade in the
same-day
funds settlement system in the United
States 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
with 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
securities 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
payment 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
amounts 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
charge 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
less 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
on account of:
(a)
any tax, assessment or other governmental charge that would not have been imposed but for (1) the
existence 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,
settlor, beneficiary of, member or shareholder
14
of, 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
fiduciary, 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
(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;
(b)
any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other
governmental charge;
(c)
any tax, assessment or other governmental charge imposed by reason of that beneficial owner’s past or
present 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
United States or as a corporation that accumulates earnings to avoid U.S. federal income tax;
(d)
any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of
principal of, premium, if any, on, interest on or the redemption price for such beneficial owner’s debt securities;
(e)
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment
of 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;
(f)
any tax, assessment or other governmental charge that would not have been imposed but for the failure of a
beneficial 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
nationality, 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
relief 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
“Code”);
(g)
any tax, assessment or other governmental charge imposed on interest received by (1) a 10% shareholder (as
defined 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
(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
amounts 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,
limited 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
entity, 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
governmental charge as to which withholding or another deduction occurs.
As used in this discussion of the payment of additional amounts,
the 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
United States person. The term “United States person” means an individual
15
citizen 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
which 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
Section 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
any 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
position 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
become, 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
securities 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
price 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,
interest 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
series 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
series 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
securities 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
redeemed will be as specified in or determined in accordance with the terms of those debt securities.
Notice of redemption will be given
to 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
redemption 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
partial 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
debt securities will be redeemed; and the CUSIP number, ISIN number or Common Code applicable to the debt securities to be redeemed.
At
or 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
segregate 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.
On 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
16
the 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
redemption 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
security. 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
will 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
principal 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
of 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
option, 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,
together 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
supplement, 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
repurchase 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
the partial repurchase occurs.
If debt securities are represented by a global note as described under “Book-Entry Issuance and
Settlement,” 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
depositary 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
it 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
interest 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,
which 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
securities 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
of 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
reference the provisions of
17
the 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
amount 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
one or more series will describe the following terms of the debt securities of each series being so offered:
•
the title of the series;
•
the maximum aggregate principal amount, if any, established for debt securities of the series;
•
the maximum aggregate initial public offering price, if any, established for the debt securities of the series;
•
any priority of payment applicable to debt securities of the series;
•
the date or dates on which the principal and premium, if any, will be paid;
•
the method or methods by which payments of principal of, or premium, if any, or any interest on, debt securities
of the series shall be determined if the amount of such payments may be determined with reference to an index, a formula or another method;
•
the annual rate or rates, if any, which may be fixed or variable, at which the debt securities of the series
shall 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;
•
the date or dates from which interest, if any, will accrue;
•
the dates on which any accrued interest will be payable and the record dates for the interest payment dates;
•
the basis upon which interest will be calculated if other than that of a
360-day
year consisting of twelve
30-day
months;
•
the percentage of the principal amount at which the debt securities of the series will be issued and if less than
face 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;
•
if we may prepay the debt securities of the series in whole or in part, the terms of our prepayment right, the
time 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
premium or any other make-whole amount in connection with any prepayment;
•
the extent, if any, to which the debt securities of the series may be issued in temporary or permanent global
form, 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;
•
the offices or agencies where the debt securities of the series may be presented for registration of transfer or
exchange;
•
the place or places where the principal of and premium, if any, and interest, if any, on debt securities of the
series will be paid;
18
•
if we will have the right to redeem or repurchase the debt securities of the series, in whole or in part, at our
option, 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
conditions upon which any such redemption or repurchase made at our option will occur;
•
if we will be obligated to redeem or repurchase the debt securities of the series in whole or in part at any time
pursuant 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
repurchase 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;
•
if 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 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
conversion 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,
including anti-dilution terms, upon which any conversion or exchange may occur;
•
the denominations in which we will issue debt securities of the series if other than $2,000 and integral
multiples of $1,000 in excess thereof;
•
the currency in which we will pay principal, premium, if any, interest and other amounts owing with respect to
the debt securities of the series, which may be U.S. dollars, a foreign currency, a common currency or a composite currency;
•
if the debt securities of the series will be subordinated in right of payment to other debt securities or other
indebtedness, the terms and conditions of that subordination;
•
if the debt securities of the series will be entitled to the payment of any additional amounts, the terms of our
obligation to pay additional amounts and the conditions under which we will be required to pay such amounts;
•
whether the debt securities of the series will be issued in certificated or book-entry form;
•
any addition to or change in the events of default with respect to, or covenants relating to, the debt securities
of the series;
•
whether the debt securities of the series will be subject to defeasance as provided in the indenture; and
•
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,
currency 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,
currency units or composite currencies in each prospectus supplement relating to that series.
We may offer and sell series of the debt
securities 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
discount 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
to an offering of debt securities of that series if and to the extent such consequences and considerations are not described in this prospectus.
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Events of Default and Waiver
An event of default with respect to the debt securities of a series issued will occur if:
•
we fail to pay interest on any outstanding debt securities of that series when that interest is due and payable
and that failure continues for 30 days;
•
we fail to pay principal of or premium, if any, on any outstanding debt securities of that series when that
principal or premium, if any, is due and payable;
•
we fail to perform or we breach any covenant or warranty in the indenture with respect to any outstanding debt
securities 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;
•
certain events of bankruptcy, insolvency or reorganization occur with respect to us; or
•
any other event occurs that is designated as an event of default with respect to a particular series of debt
securities when that series of debt securities is established. (Section 7.01)
An event of default with respect to a
particular 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
relating 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
amount 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
and 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
debt securities. (Section 7.02)
The holders of a majority in aggregate principal amount of the outstanding debt securities of a series
may 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
waived 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
securities 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
the 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.
(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
premium, 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
of 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
securities 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
debt 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
20
pay 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
have 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
without the consent of that holder. (Section 7.08)
The trustee is required, within 90 days after the occurrence of a default (as defined
below) 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
of 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
protected 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
provision 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
non-existence
of defaults under the indenture or any series of debt securities. (Section 5.05)
Legal
Defeasance and Covenant Defeasance
We may, at our option and at any time, elect to have all of the obligations discharged with respect
to the outstanding debt securities or as to any series thereof, except for:
•
the rights of holders of debt securities to receive payments of principal, premium, if any, interest and
additional amounts, if any, from the trust referred to below when those payments are due;
•
our obligations respecting the debt securities concerning issuing temporary debt securities, registration of
transfers 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;
•
the rights, powers, trusts, duties and immunities of the trustee and our obligations in connection therewith; and
•
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
obligations 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
respect 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
securities. We refer to a discharge of this type as “covenant defeasance.” (Section 11.03)
To exercise either of the
defeasance rights described above as to the outstanding debt securities of a series, certain conditions must be satisfied, including, among others:
•
we must irrevocably deposit, or cause to be deposited, with the trustee, in trust for the benefit of the holders
of 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
21
the 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
all of the then outstanding debt securities to be affected by the defeasance at their stated maturity;
•
no default or event of default under the indenture then exists on the date of such deposit, subject to certain
exceptions;
•
such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a
default under, the indenture or any other material agreement or instrument to which we are a party or by which we are bound;
•
the trustee must receive an opinion of counsel confirming that the holders of the outstanding debt securities
will 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
would 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
tax law to that effect occurring after the date of the indenture;
•
the trustee must receive an opinion of counsel to the effect that, after the ninety-first day following the
deposit, 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
subject 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
•
the trustee must receive an officer’s certificate stating that the deposit was not made by us with the
intent 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
request, 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
instruments acknowledging satisfaction and discharge of the indenture and the debt securities when:
•
all the debt securities previously authenticated and delivered under the indenture, other than destroyed, lost or
stolen 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
•
all of the debt securities issued under the indenture not previously delivered to the trustee for cancellation
(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
of 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
the 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
that have become due and payable) or to the stated maturity of these securities or redemption date, as the case may be; and
•
in either of the foregoing cases:
•
we have paid or caused to be paid all sums payable under the indenture by us;
•
no default or event of default under the indenture then exists; and
22
•
we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all
conditions 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
trustee 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
of 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
holder of debt securities of the series affected by that supplemental indenture if that supplemental indenture would, among other things:
•
change the maturity of, the principal of, or the stated maturity of any installment of interest or premium, if
any, 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
additional 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
redemption 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
interest 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;
•
reduce the percentage in principal amount of outstanding debt securities of any series described above as being
required to consent to entry into a particular supplemental indenture or for the waiver of certain defaults under the indenture and their consequences; or
•
modify the provisions of the indenture relating to modification of the indenture, except in certain specified
respects. (Section 9.02)
We and the trustee, without the consent of the holders of the debt securities, may execute a
supplemental indenture to, among other things:
•
evidence the succession of another corporation to us and the successor’s assumption to our covenants with
respect to the debt securities and the indenture;
•
add to our covenants further restrictions or conditions for the benefit of holders of all or any series of the
debt securities;
•
cure ambiguities or correct or supplement any provision contained in the indenture or any supplemental indenture
that may be inconsistent with another provision;
•
add additional events of default with respect to all or any series of the debt securities;
•
add to, change or eliminate any provision of the indenture, provided that the addition, change or elimination
will not affect any outstanding debt securities;
•
establish new series of debt securities and the form or terms of such series of debt securities and to provide
for the issuance of securities of any series so established;
•
evidence and provide for the acceptance of appointment of a successor trustee with respect to one or more series
of 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
•
comply with the requirements of the SEC in order to maintain the qualification of the indenture under the Trust
Indenture Act of 1939, as amended, or the “Trust Indenture Act.” (Section 9.01)
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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,
consolidate 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:
•
any successor to us assumes our obligations on our outstanding debt securities issued under this indenture;
•
any successor to us must be an entity organized under the laws of a state of the United States;
•
after giving effect to such transaction, no event of default, as defined in the indenture, and no event that
after notice or lapse of time, or both, would become an event of default shall have happened and be continuing; and
•
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
conditions 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
Waiver.” (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
sale 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
securities, 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
series 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
trustee 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
prospectus through its Chicago, Illinois office.
The trustee has two main roles under the indenture. First, the trustee can enforce your
rights 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
trustee 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
under 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
proceeding 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
determines in good faith that the proceeding so directed would be illegal or would result in personal liability to it.
We have previously
issued 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
we have issued other debt securities that were outstanding at the date of this prospectus.
24
We and our subsidiaries have had in the past, and may maintain in the future, ordinary
banking 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
defined 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
eliminated 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
expires, 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
competent 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
trustee 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
the default as to the debt securities of a particular series.
25
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
will 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
securities 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
series 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
the 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
the 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
depositary 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
representing 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
among 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
any 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
the 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
series with the same terms and in authorized denominations only if:
•
DTC, Clearstream or Euroclear, as the case may be, is unwilling or unable to continue as depositary of debt
securities 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;
•
we decide to discontinue the book-entry system as to our debt securities of such series or of all series of our
debt securities; or
•
an event of default has occurred and is continuing with respect to the debt securities of such series.
If a global note is exchanged for certificated debt securities, the trustee will keep the registration books for such debt securities
at 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
global 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
participants, 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
the nominee of such common depositary, as the case may be, as the registered holder of the offered debt securities.
26
The Clearing Systems and Settlement
Although the following information in this prospectus concerning DTC, Clearstream and Euroclear and their respective book-entry systems has
been 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
procedures 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
organization” 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”
registered 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
post-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
DTC, 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
securities), 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
“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’
services 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
rules 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
representation, warranty or contract modification of any kind.
Beneficial interests in a global note representing our outstanding debt
securities 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
securities, 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
debt 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
indirect 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
knowledge 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
should 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,
including, if you are a customer of such DTC participant, any beneficial interests you may hold in our debt securities.
We and the
trustee 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
respect 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
27
global 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
beneficial 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
pay 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
accordance 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
through 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
the 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
holders 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
the 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
our debt securities through such DTC participants.
Under applicable rules, regulations and procedures, DTC must make book-entry transfers
of 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
such 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
similar book-entry transfers and receive and transmit payments on behalf of their respective customers.
Because DTC can only act on
behalf 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
that 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
persons 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
perfect 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
securities 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
interests 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
direction.
Clearstream
Clearstream
has 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
holds 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
physical 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
interfaces
28
with 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
bank 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
world, 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
of 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
maintain 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
participants 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
transactions 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
cash. 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
borrowing, 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,
equities, 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
underwriters 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,
either 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
the “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
Euroclear 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
or relationship with persons holding securities through Euroclear participants.
Distributions with respect to debt securities held
beneficially 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
our paying agent, if any, with respect to those debt securities.
Investors that acquire, hold and transfer interests in the debt
securities 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
provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.
29
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
securities 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
securities 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
send 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
receive 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
the next day (European time).
In instances in which the debt securities of a series are held by DTC or its nominee, settlement will take
place 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
will 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
send 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
instruct 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,
which 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
valued as of the actual settlement date.
You should be aware that you will only be able to make and receive deliveries, payments and
other 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
for 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
respect 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
facilitate 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
perform 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
securities 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
and procedures governing the operations of DTC, Clearstream or Euroclear.
30
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
of 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
of 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
discussion does not address:
•
tax consequences to beneficial owners of debt securities that may be subject to special tax treatment, such as
dealers 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
required 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
nonresident alien individual who has made a valid election to be treated as a United States resident;
•
tax consequences to persons holding debt securities as part of a hedging, integrated, constructive sale or
conversion transaction or a straddle;
•
tax consequences to “United States holders” (as defined below) whose “functional
currency” is not the U.S. dollar;
•
tax consequences to beneficial owners of debt securities that are “controlled foreign corporations”
or “passive foreign investment companies”;
•
tax consequences to beneficial owners of debt securities that are “contingent payment debt
instruments”; or
•
alternative minimum tax consequences, if any.
For purposes of this discussion, a “United States holder” means a beneficial owner of debt securities that is:
•
an individual citizen or resident of the United States;
•
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or
organized in or under the laws of the United States or any state of the United States or the District of Columbia;
•
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
•
a trust that (1) is subject to the primary supervision of a court within the United States and the control
of 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
States holder and is not a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).
If
a 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
partnership. If you are a partner of a partnership holding any of the debt securities, you should consult your tax advisors.
The
discussion 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
tax 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
31
income 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
tax 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
particular 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
concerning 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.
Consequences to United States Holders
The
following 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
below 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
purposes.
Original Issue Discount
If you own debt securities issued with original issue discount (“OID”), you will be subject to special tax accounting rules, as
described 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
to 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
particular 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
to 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
payments 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
multiplied 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
“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:
•
it is payable at least once per year;
•
it is payable over the entire term of the debt security; and
•
it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.
32
If we determine that particular debt securities of a series will bear interest that is not
qualified 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
the 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
paid. Any amount of
de minimis
OID that you have included in income will be treated as capital gain.
Certain of the debt
securities 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
maturity 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
securities 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
depend, in part, on the particular terms and features of the debt securities.
If you own OID debt securities with a maturity upon
issuance 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
account the compounding of interest.
The amount of OID that you must include in income if you are the initial United States holder of an
OID 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
portion 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
over 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
accrual period other than the final accrual period is an amount equal to the excess, if any, of:
•
the debt security’s “adjusted issue price” at the beginning of the accrual period multiplied by
its 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
•
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
interest, 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
accrual 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
on 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
stating the amount of OID accrued on debt securities held by persons of record other than certain holders.
Debt securities that provide
for 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
to maturity” and “qualified stated interest” will be determined solely for purposes
33
of 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
debt 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:
•
the interest on a floating rate debt security is based on more than one interest index; or
•
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
contingent 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
payments, 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
advisors regarding the U.S. federal income tax consequences to you of holding and disposing of those debt securities.
You may elect to
treat 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
minimis
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
of 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
stated 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
elect 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
unless 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
holders 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
required, 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
the 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
indebtedness 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
security, 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
discount 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
included 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
transaction, 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
34
security 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
securities, 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
deferral 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
may 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
amounts 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
rules, 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
securities 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
income. 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
securities 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
a 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
otherwise 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
year 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,
market 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
qualified stated interest.
Upon your sale, exchange, retirement or other taxable disposition of the debt securities, you will recognize
gain 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.
federal 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
attributable 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
or 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
losses is subject to limitations.
35
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
multiplier 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,
in 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
this 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
tax 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
payments 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
such 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
with 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
of 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:
•
the last day of the accrual period;
•
the last day of the taxable year if the accrual period straddles your taxable year; or
•
the date the interest payment is received if such date is within five business days of the end of the accrual
period.
Upon receipt of an interest payment on such debt securities (including, upon the sale of such debt securities,
the 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
translating 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
or loss will be treated as ordinary income or loss and generally will be U.S. source gain or loss.
Original Issue Discount.
OID on
debt 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
accrual 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
36
which 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
accrued 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
security will be viewed:
•
first, as the receipt of any stated interest payments called for under the terms of the debt security;
•
second, as receipts of previously accrued OID (to the extent thereof), with payments considered made for the
earliest accrual periods first; and
•
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
be 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
discount 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
with 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
premium, 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
of acquisition of the foreign currency debt securities.
If you elect not to amortize bond premium, you must translate the bond premium
computed 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
will 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
U.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
foreign 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
the 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
of 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
settlement 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
applied consistently.
Subject to the foreign currency rules discussed below and application of the rules with respect to short-term debt
securities 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
than 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
sale, exchange or retirement of foreign currency debt securities will generally be treated as U.S. source gain or loss.
37
A portion of your gain or loss with respect to the principal amount of foreign currency debt
securities 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
your 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
principal 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
currency 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
debt 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
a 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
could 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
circumstances, 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
you 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
file 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
any, 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
correct taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.
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 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
income” 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
advisor regarding the possible implications of this tax in your particular circumstances.
Consequences to
Non-United
States Holders
The following is a discussion of the material U.S. federal income and
estate tax consequences that generally will apply to you if you are a
non-United
States holder of debt securities.
38
U.S. Federal Withholding Tax
Subject to the discussion of backup withholding and “FATCA” below, under the “portfolio interest” rule, U.S. federal
withholding tax will not apply to any payment of interest, including OID, on the debt securities, provided that:
•
interest paid on the debt securities is not effectively connected with your conduct of a trade or business in the
United States;
•
you do not actually or constructively own 10% or more of the total combined voting power of all classes of our
voting stock within the meaning of the Code and related U.S. Treasury regulations;
•
you are not a controlled foreign corporation that is related to us through stock ownership;
•
you are not a bank whose receipt of interest on the debt securities is described in Section 881(c)(3)(A) of
the Code;
•
the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code and the related
U.S. Treasury regulations; and
•
either (1) you provide your name and address on an applicable IRS Form
W-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
requirements 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.
If you cannot satisfy the requirements described above, payments of interest, including OID, made to you will be
subject to a 30% U.S. federal withholding tax, unless you provide the applicable withholding agent with a properly executed:
•
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
•
IRS Form
W-8ECI
(or successor form) stating that interest paid on the
debt 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
establishment) as discussed below.
Special certification rules apply to certain
non-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
realize 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
with 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
basis (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
foreign 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
trade or business in the United States. For this purpose, interest, including OID, on debt securities will be included in your earnings and profits.
39
Subject to the discussion of backup withholding below, any gain realized on the disposition
of debt securities generally will not be subject to U.S. federal income tax unless:
•
that gain 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 establishment; or
•
you are an individual who is present in the United States for 183 days or more in the taxable year of that
disposition and certain other conditions are met.
If your gain is described in the first bullet point above, such gain
generally 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,
you 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
not 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%
U.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
section.
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
tax, 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
an applicable income tax treaty.
In general, backup withholding will not apply to payments that we make or any of our paying agents (in
its 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
actual 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
backup 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
above 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
provided 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
may 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
compliance 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)
which does not provide sufficient documentation, typically on IRS Form
40
W-8BEN-E,
evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain
substantial 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
Non-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
advisors regarding these rules and whether they may be relevant to your ownership and disposition of the debt securities.
The foregoing
discussion 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
concerning the tax consequences of their particular situations.
41
PLAN OF DISTRIBUTION
We may sell the debt securities being offered hereby:
•
to or through underwriters;
•
directly to investors, including to a single investor or a limited number of investors;
•
to or through dealers or agents; or
•
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:
•
a fixed public offering price to the public or at prices to the public that may vary or may be changed;
•
market prices prevailing at the time of sale;
•
prices related to the prevailing market prices for such debt securities, if any; or
•
negotiated prices.
We will bear all costs, fees and expenses incurred in connection with the registration of the offering of debt securities under this
prospectus.
The prospectus supplement relating to the offering of particular debt securities will set forth the manner and terms of the
offering of those debt securities, including, as applicable:
•
whether such offering is being made directly or through underwriters, dealers or agents;
•
the names of any underwriters, dealers or agents and the amounts of debt securities being underwritten or
purchased by each of them;
•
the rules and procedures for any bidding, auction or other process used in the offer and sale of such debt
securities;
•
the price to the public of the debt securities;
•
the net proceeds we expect from the sale of the debt securities;
•
any initial public offering price;
•
any delayed delivery arrangements;
•
the underwriting discounts, commissions and other items constituting underwriters’ compensation being paid
in connection with any underwritten offering;
•
any discounts, commissions or concessions allowed or reallowed or paid to dealers;
•
any commissions paid to agents; and
•
any listing of the debt securities for trading on a securities exchange.
Underwritten Offerings
We may offer debt
securities 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
applicable 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
own account. The underwriters may then resell the debt securities in one or more transactions, including in negotiated transactions, at a fixed public
42
offering 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
to 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
instances, 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
the 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
offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Any underwriter
of 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
realize 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,
investment 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
will be customary in the circumstances unless noted otherwise in the applicable prospectus supplement.
In the ordinary course of the
business 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
instruments (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
of 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
purchase 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
debt 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
views 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
debt 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
sale 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
sell 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
discounts, concessions or commissions from the underwriters
43
and/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
about 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
offering of our debt securities.
One or more dealers, referred to as “remarketing firms,” may also offer or sell the debt
securities 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
securities. 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
to 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
terms 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
debt 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
other 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
affiliates may engage in transactions with, or perform services for, us or any of our subsidiaries in the ordinary course of business.
Delayed Delivery
Contracts or Forward Contracts
If indicated in an applicable prospectus supplement, we will authorize agents, underwriters or dealers to
solicit 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
future 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
commission 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
connection 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
payments that those underwriters, dealers, agents and remarketing firms are required to make relating to those liabilities.
Stabilization and Other
Matters
In order to facilitate the offering of the debt securities, an underwriter of the debt securities may engage in transactions that
stabilize, 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,
that 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
stabilize, maintain or otherwise affect the market price of
44
the 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
in 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
selling 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
transactions 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
on 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
to 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
will 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
so 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
securities 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
or 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
applicable 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
offering 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
thereof, 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
presentation 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,
dealer, 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
underwriters, 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
offering 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
may 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
supplement.
45
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
date 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
virtue 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),
trades 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
supplement 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
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. Any purchaser who wishes to trade the debt securities prior to the settlement date specified on the cover
page of the applicable prospectus supplement should consult their own advisor in connection with such election.
46
LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement, Hunton Andrews Kurth LLP, Houston, Texas, will act as our counsel and pass
on 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
for the underwriters.
EXPERTS
The consolidated financial statements of Walmart Inc. appearing in Walmart Inc.’s Annual Report
(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
Ernst & 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
or 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
internal 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.
47
C$5,000,000,000
Walmart Inc.
C$750,000,000 4.150% Notes Due 2030
C$2,000,000,000 4.450% Notes Due 2033
C$1,750,000,000 4.950% Notes Due 2038
C$500,000,000 5.250% Notes Due 2056
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
BofA Securities
Scotiabank
TD Securities
Co-Managers
Citigroup
J.P. Morgan
HSBC
BNP PARIBAS
Goldman Sachs & Co. LLC
Wells Fargo Securities
Morgan Stanley
Barclays
Mizuho
US Bancorp
BBVA
NatWest
Santander
SMBC Nikko
October 19, 2026

----- d61801dexfilingfees.htm -----
Calculation of Filing Fee Tables
S-3
Walmart Inc.
Table 1: Newly Registered and Carry Forward Securities
☐Not Applicable
Security Type
Security Class Title
Fee Calculation or Carry Forward Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price
Fee Rate
Amount of Registration Fee
Carry Forward Form Type
Carry Forward File Number
Carry Forward Initial Effective Date
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid
1
Debt
4.150% Notes due 2030
457(r)
525,614,969.51
$
0.99996
$
525,593,944.92
0.000087
$
45,726.67
Fees to be Paid
2
Debt
4.450% Notes due 2033
457(r)
1,401,639,918.7
$
0.99946
$
1,400,883,033.15
0.000087
$
121,876.82
Fees to be Paid
3
Debt
4.950% Notes due 2038
457(r)
1,226,434,928.87
$
0.99991
$
1,226,324,549.72
0.000087
$
106,690.24
Fees to be Paid
4
Debt
5.250% Notes due 2056
457(r)
350,409,979.68
$
0.99805
$
349,726,680.22
0.000087
$
30,426.22
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
Total Offering Amounts:
$
3,502,528,208.01
$
304,719.95
Total Fees Previously Paid:
$
0.00
Total Fee Offsets:
$
0.00
Net Fee Due:
$
304,719.95
Offering Note
1
(1) C$750,000,000 aggregate principal amount of 4.150% Notes due 2030, C$2,000,000,000 aggregate principal amount of 4.450% Notes due 2033, C$1,750,000,000 aggregate principal amount of 4.950% Notes due 2038 and C$500,000,000 aggregate principal amount of 5.250% Notes due 2056 will be issued in this offering. The amount registered, the maximum aggregate offering price and the amount of registration fee are based on the Canadian dollar/U.S. dollar exchange rate of C$1.4269 = $1.00, as announced on October 9, 2026 by the U.S. Federal Reserve Board. (2) This registration fee table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration Statement on Form S-3 (File No. 333-275878) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
2
(1) C$750,000,000 aggregate principal amount of 4.150% Notes due 2030, C$2,000,000,000 aggregate principal amount of 4.450% Notes due 2033, C$1,750,000,000 aggregate principal amount of 4.950% Notes due 2038 and C$500,000,000 aggregate principal amount of 5.250% Notes due 2056 will be issued in this offering. The amount registered, the maximum aggregate offering price and the amount of registration fee are based on the Canadian dollar/U.S. dollar exchange rate of C$1.4269 = $1.00, as announced on October 9, 2026 by the U.S. Federal Reserve Board. (2) This registration fee table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration Statement on Form S-3 (File No. 333-275878) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
3
(1) C$750,000,000 aggregate principal amount of 4.150% Notes due 2030, C$2,000,000,000 aggregate principal amount of 4.450% Notes due 2033, C$1,750,000,000 aggregate principal amount of 4.950% Notes due 2038 and C$500,000,000 aggregate principal amount of 5.250% Notes due 2056 will be issued in this offering. The amount registered, the maximum aggregate offering price and the amount of registration fee are based on the Canadian dollar/U.S. dollar exchange rate of C$1.4269 = $1.00, as announced on October 9, 2026 by the U.S. Federal Reserve Board. (2) This registration fee table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration Statement on Form S-3 (File No. 333-275878) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
4
(1) C$750,000,000 aggregate principal amount of 4.150% Notes due 2030, C$2,000,000,000 aggregate principal amount of 4.450% Notes due 2033, C$1,750,000,000 aggregate principal amount of 4.950% Notes due 2038 and C$500,000,000 aggregate principal amount of 5.250% Notes due 2056 will be issued in this offering. The amount registered, the maximum aggregate offering price and the amount of registration fee are based on the Canadian dollar/U.S. dollar exchange rate of C$1.4269 = $1.00, as announced on October 9, 2026 by the U.S. Federal Reserve Board. (2) This registration fee table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration Statement on Form S-3 (File No. 333-275878) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
Table 2: Fee Offset Claims and Sources
☑Not Applicable
Registrant or Filer Name
Form or Filing Type
File Number
Initial Filing Date
Filing Date
Fee Offset Claimed
Security Type Associated with Fee Offset Claimed
Security Title Associated with Fee Offset Claimed
Unsold Securities Associated with Fee Offset Claimed
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses
☑Not Applicable
Security Type
Security Class Title
Amount of Securities Previously Registered
Maximum Aggregate Offering Price of Securities Previously Registered
Form Type
File Number
Initial Effective Date
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is
$
3,502,528,208.01
.
The prospectus is a final prospectus for the related offering.