true

Debt Securities

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

Offering:

true

Common Stock

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(4)	Including an indeterminate number of shares of common stock and preferred stock as may from time to time be issued upon conversion or exchange of debt securities or preferred stock, or upon the exercise of warrants or purchase contracts, as the case may be.

Offering:

true

Preferred Stock

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

(4)	Including an indeterminate number of shares of common stock and preferred stock as may from time to time be issued upon conversion or exchange of debt securities or preferred stock, or upon the exercise of warrants or purchase contracts, as the case may be.

Offering:

true

Depositary Shares

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

Offering:

true

Warrants

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

Offering:

true

Purchase Contracts

333-275255

(1)	An indeterminate initial offering price, aggregate number, or principal amount, of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrants are deferring payment of all of the registration fee in connection with the securities registered, except for $2,137,382.49 that has already been paid with respect to $24,000,000,000 aggregate principal amount of securities that were previously registered pursuant to a registration statement on Form

S-3

(File

No. 333-275255)

which were not sold thereunder and which the registrants are carrying forward to this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. Registration fees will be paid subsequently on a “pay as you go” basis and the registrants will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.

Offering:

true

Units

333-275255