Bond Walton Inc. 2.375% ( US931142EQ27 ) in USD

Issuer Walton Inc.
Market price refresh price now   94.882 %  ▼ 
Country  United States
ISIN code  US931142EQ27 ( in USD )
Interest rate 2.375% per year ( payment 2 times a year)
Maturity 24/09/2029



Prospectus brochure of the bond Walmart Inc US931142EQ27 en USD 2.375%, maturity 24/09/2029


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 931142EQ2
Standard & Poor's ( S&P ) rating AA ( High grade - Investment-grade )
Moody's rating Aa2 ( High grade - Investment-grade )
Next Coupon 24/09/2026 ( In 173 days )
Detailed description Walmart Inc. is an American multinational retail corporation that operates a chain of hypermarkets, grocery stores, and discount department stores, employing millions worldwide and dominating the global retail landscape.

Walmart Inc. (US931142EQ27, CUSIP 931142EQ2) issued a USD 500,000,000 bond with a 2.375% coupon rate, maturing on September 24, 2029, currently trading at 91.589% of par value, with a minimum trading size of 2,000 bonds and a semi-annual payment frequency, rated AA by S&P and Aa2 by Moody's.







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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-221941


Proposed
Amount
Maximum
Title of Each Class
to be
Public
Aggregate
Amount of
to Be Registered

Registered

Offering Price

Offering Price
Registration Fee(1)(2)
2.375% Notes Due 2029

$500,000,000

99.894%

$499,470,000.00
$60,535.76
2.950% Notes Due 2049

$1,000,000,000

98.528%

$985,280,000.00
$119,415.94


(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). The total
registration fee for this offering is $179,951.70.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-221941) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospectus Supplement
(To Prospectus dated December 7, 2017)
$1,500,000,000

Walmart Inc.
$500,000,000 2.375% Notes Due 2029
$1,000,000,000 2.950% Notes Due 2049


Walmart Inc. is offering $500,000,000 aggregate principal amount of our 2.375% notes due 2029 (the "2029 notes") and $1,000,000,000 aggregate principal
amount of our 2.950% notes due 2049 (the "2049 notes" and, together with the 2029 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.
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-4 of this prospectus supplement.

Proceeds, before expenses, to


Public offering price(1)

Underwriting discount
Walmart Inc.(1)


Per Note
Total
Per Note
Total
Per Note
Total
2029 Notes
99.894%
$499,470,000
0.450%
$2,250,000
99.444%
$497,220,000
2049 Notes
98.528%
$985,280,000
0.875%
$8,750,000
97.653%
$976,530,000

(1)
Plus accrued interest, if any, from September 24, 2019.
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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 through the book-entry delivery system of The Depository Trust Company, for the credit of the
accounts of its direct and indirect participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about September 24, 2019, which is the third
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."



Joint Book-Running Managers

Barclays

BofA Merrill Lynch

Citigroup
HSBC

J.P. Morgan

Wells Fargo Securities

Senior Co-Managers

BNP PARIBAS

Credit Suisse

Goldman Sachs & Co. LLC
Mizuho Securities

Morgan Stanley

NatWest Markets

Co-Managers

BBVA

Santander

Scotiabank
Standard Chartered Bank

TD Securities

US Bancorp
ICBC Standard Bank

SMBC Nikko
Lloyds Securities
Academy Securities

CastleOak Securities, L.P.

Ramirez & Co., Inc.

The Williams Capital Group, L.P.


September 19, 2019
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement


Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Incorporation of Information by Reference
S-iii
Cautionary Statement Regarding Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-6
Capitalization
S-7
Description of the Notes
S-8
Book-Entry Issuance and Settlement
S-12
U.S. Federal Income Tax Considerations
S-14
Underwriting
S-15
Legal Matters
S-20
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Experts
S-20
Prospectus


Page
About This Prospectus

3
Where You Can Find More Information

4
Incorporation of Information By Reference

5
Cautionary Statement Regarding Forward-Looking Statements

6
Wal-Mart Stores, Inc.

10
Ratio of Earnings to Fixed Charges

11
Use of Proceeds

12
Description of the Debt Securities

13
Book-Entry Issuance and Settlement

30
U.S. Federal Income Tax Considerations

35
Plan of Distribution

46
Legal Matters

50
Experts

50

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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 7, 2017, 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.
On February 1, 2018, the legal name of our corporation became "Walmart Inc.," changing from "Wal-Mart Stores, Inc." 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.," "Wal-Mart Stores, Inc.," "Walmart," the "Company," "we," "us,"
"our" and "our company" refer to the Delaware corporation named Wal-Mart Stores, Inc. prior to February 1, 2018 and named Walmart Inc. commencing
on February 1, 2018 and, in each case, 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 advices 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.
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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-ii
Table of Contents
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, 2019 (our "Annual Report on Form 10-K");

·
the portions of the proxy statement that is part of our Schedule 14A that was filed with the SEC on April 23, 2019 that are incorporated by

reference into our Annual Report on Form 10-K for our fiscal year ended January 31, 2019;


·
our Quarterly Reports on Form 10-Q for the quarterly periods ended April 30, 2019 and July 31, 2019; and

·
our Current Reports on Form 8-K filed with the SEC on February 11, 2019, April 22, 2019, June 10, 2019, June 20, 2019 and July 26,

2019.
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 that are a part of our Schedules 14A
that are incorporated by reference therein), Quarterly Reports on Form 10-Q, 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) and definitive proxy statements that are a part of our Schedules 14A 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-iii
Table of Contents
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 strategies, plans, objectives or goals. These forward-looking statements relate to:


·
the growth of our business or change in our competitive position in the future or in or over particular periods;

·
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 one or more of our earnings per share, including our earnings per share as adjusted for certain items, net sales,

comparable store and club sales, our Walmart U.S. operating segment's eCommerce sales, liabilities, expenses of certain categories, expense
leverage, returns, capital and operating investments or expenditures of particular types, new store openings and investments in particular
formats and eCommerce;

·
investments and capital expenditures we will make and how certain of those investments and capital expenditures are expected to be

financed;

·
our increasing investments in eCommerce, technology, store remodels and other omni-channel customer initiatives, such as grocery pickup

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and delivery;


·
volatility in currency exchange rates and fuel prices affecting our or one 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 flow, continuing to be adequate or sufficient to fund and finance our operations, expansion

activities, dividends and share repurchases, to meet our cash needs and to fund our operations;


·
the insignificance of ineffective hedges and 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;


·
the effect of adverse decisions in, or settlement or resolution of, litigation or other proceedings or investigations to which we are subject;

·
the effect on the Company's results of operations or financial condition of the Company's adoption of certain new, or amendments to existing,

accounting standards; or

·
our commitments, intentions, plans or goals related 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, objectives and goals 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,"

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"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.
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, 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;


·
changes in market levels of wages;


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


·
unemployment levels;


·
inflation or deflation, generally and in certain product categories;


·
transportation, energy and utility costs;


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

·
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain
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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, 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 the Company and each of our segments, including the amounts 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 impact of acquisitions, divestitures, store or club closures, and other strategic decisions;

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·
our ability to successfully integrate acquired businesses, including within the eCommerce space;


·
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;


·
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 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;


·
the imposition of new taxes on imports and new tariffs and changes in existing tariff rates;
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·
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 currency control laws;


·
changes in the level of public assistance payments;


·
the timing and amount of federal income tax refunds;


·
natural disasters, changes in climate, geo-political events and catastrophic events; and


·
changes in generally accepted accounting principles in the United States.
We typically earn a disproportionate part of our annual operating income 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.

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Other Risk Factors
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 and "Part II. Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2019. The
forward-looking statements described above are made based on our knowledge of our business and our operating environment and assumptions we
believed to be reasonable when such forward-looking statements were made. As a consequence of the risks, factors and uncertainties we discuss above,
and in our Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2019 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 results discussed in or implied or contemplated by such forward-looking statements.
This cautionary statement qualifies all of 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. 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 or our operations in the way 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. 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 for any reason,
except to the extent required by applicable law.

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Table of Contents
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 engaged in retail and wholesale operations in various formats around the world and is the world's largest retailer, with total
revenue of $514.4 billion and total net sales of $510.3 billion in our fiscal year ended January 31, 2019. Through our operations, we help people
around the world save money and live better -- anytime and anywhere -- by providing the opportunity to shop in retail stores and through
eCommerce. Through innovation, we strive to continuously improve a customer-centric experience that seamlessly integrates our eCommerce and
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retail stores in an omni-channel offering that saves time for our customers. Physical retail encompasses our brick and mortar presence in each of the
markets in which we operate. eCommerce is comprised of our eCommerce websites, mobile commerce applications and transactions involving both
an eCommerce platform and a physical format, which we refer to as omni-channel. Each week, we serve nearly 275 million customers who visit our
more than 11,300 stores and numerous eCommerce websites under 58 banners in 27 countries. Employing more than 2.2 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 two primary store formats and eCommerce, which includes an omni-channel offering.

·
Walmart International consists of our operations outside of the U.S. and includes retail, wholesale, eCommerce and other businesses.

These categories, other than eCommerce, consist of many formats, including: supercenters, supermarkets, hypermarkets, warehouse
clubs (including Sam's Clubs) and cash & carry.


·
Sam's Club consists of membership-only warehouse clubs in the U.S. and Puerto Rico, as well as eCommerce through samsclub.com.
We operate in all 50 states in the United States, Washington D.C. and Puerto Rico and, through wholly-owned subsidiaries, in Argentina,
Canada, Chile, China, India, Japan and the United Kingdom. Through majority-owned subsidiaries, we operate in Africa (Botswana, Ghana, Kenya,
Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia), Central America (Costa Rica, El
Salvador, Guatemala, Honduras and Nicaragua), India and Mexico.
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 at
www.corporate.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-1
Table of Contents
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
$500,000,000 aggregate principal amount of the 2029 notes; and $1,000,000,000 aggregate
principal amount of the 2049 notes.

Maturity Dates
The 2029 notes will mature on September 24, 2029; and the 2049 notes will mature on
September 24, 2049.

Interest Rates
The 2029 notes will bear interest at the fixed rate of 2.375% per annum; and the 2049 notes
will bear interest at the fixed rate of 2.950% per annum.

Interest Payment Dates
In the case of the 2029 notes, March 24 and September 24 of each year, beginning on March
24, 2020; and in the case of the 2049 notes, March 24 and September 24 of each year,
beginning on March 24, 2020.

Use of Proceeds
We will use the net proceeds from the sale of the notes for general corporate purposes. The
general corporate purposes for which we may use the net proceeds may include, among other
uses, repayment, refinancing or replacement of maturing debt. See "Use of Proceeds."

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $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
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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 redemption rights of our Company, 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, at our option, redeem, as a whole or in part, any of the outstanding notes at any
time prior to the maturity date 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 to, but excluding, the redemption date.

S-2
Table of Contents

In addition, we may, at our option, redeem, as a whole or in part, the 2029 notes at any time
on or after June 24, 2029 (three months prior to the maturity date of such notes) and the 2049
notes at any time on or after March 24, 2049 (six months prior to the maturity date of such
notes), in each case, at a redemption price equal to 100% of the principal amount of the notes
of each such series to be redeemed, plus any accrued and unpaid interest thereon to, but
excluding, the redemption date. See "Description of the Notes--Optional Redemption" in
this prospectus supplement.

Form of Notes
The notes of each series will initially be issued in book-entry form only and will be
represented by one or more registered global securities (the "global securities") deposited
with, and registered in the name of, The Depository Trust Company ("DTC") or a nominee
of DTC for the credit of the accounts of its direct and indirect participants, including
Clearstream Banking, S.A. and Euroclear Bank SA/NV. Beneficial interests in notes held in
book-entry form will not be entitled to receive physical delivery of certificated notes except
in certain limited circumstances. For a description of certain factors relating to clearance and
settlement, see "Book-Entry Issuance and Settlement" in each of this prospectus supplement
and 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 and Part II, Item 1A "Risk Factors" in our
Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2019, before
investing in any of the notes offered hereby.

Listing
The notes will not be listed for trading 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.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.
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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 the this prospectus supplement and
the accompanying prospectus and in any free writing prospectus relating to the offering being made hereby or the notes 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, and in our Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 2019 under the heading "Part II. 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.
Active trading markets for the notes of any or all series 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 trading markets 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,

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our ability to pay our obligations on the notes could be adversely affected. We expect that we will from time to time 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
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