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Walmart est une entreprise multinationale américaine de vente au détail qui exploite une chaîne de grandes surfaces, d'hypermarchés et d'épiceries à rabais dans le monde entier.

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FINAL PROSPECTUS SUPPLEMENT
424B5 1 d457520d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-201074

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

Registered

Price Per Unit
Offering Price Registration Fee(1)(2)
Floating Rate Notes due 2019

$ 300,000,000

100.000%

$ 300,000,000

$ 37,350.00
1.750% Notes due 2019

$1,200,000,000

99.998%

$1,199,976,000

$ 149,397.02
1.900% Notes due 2020

$1,250,000,000

99.855%

$1,248,187,500

$ 155,399.35
2.350% Notes due 2022

$1,250,000,000

99.992%

$1,249,900,000

$ 155,612.55
2.650% Notes due 2024

$1,000,000,000

99.971%

$ 999,710,000

$ 124,463.90
3.625% Notes due 2047

$1,000,000,000

99.848%

$ 998,480,000

$ 124,310.76

(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 $746,533.58.
(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. 333-201074) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospectus Supplement
(To Prospectus dated December 19, 2014)

$6,000,000,000
Wal-Mart Stores, Inc.
$300,000,000 Floating Rate Notes Due 2019
$1,200,000,000 1.750% Notes Due 2019
$1,250,000,000 1.900% Notes Due 2020
$1,250,000,000 2.350% Notes Due 2022
$1,000,000,000 2.650% Notes Due 2024
$1,000,000,000 3.625% Notes Due 2047

We are offering $300,000,000 aggregate principal amount of our floating rate notes due 2019 (the "2019 floating rate notes"), $1,200,000,000 aggregate principal
amount of our 1.750% notes due 2019 (the "2019 fixed rate notes"), $1,250,000,000 aggregate principal amount of our 1.900% notes due 2020 (the "2020 notes"),
$1,250,000,000 aggregate principal amount of our 2.350% notes due 2022 (the "2022 notes"), $1,000,000,000 aggregate principal amount of our 2.650% notes due 2024
(the "2024 notes"), and $1,000,000,000 aggregate principal amount of our 3.625% notes due 2047 (the "2047 notes" and, together with the 2019 fixed rate notes, the 2020
notes, the 2022 notes and the 2024 notes, the "fixed rate notes" and, collectively with the 2019 floating rate notes, the "notes").
We will pay interest on the 2019 floating rate notes on January 9, April 9, July 9, and October 9 of each year, beginning on January 9, 2018, at a rate equal to the
three-month London Interbank Offered Rate ("LIBOR") minus 3 basis points. We will pay interest on the 2019 fixed rate notes on April 9 and October 9 of each year,
beginning on April 9, 2018, and we will pay interest on the 2020 notes, the 2022 notes, the 2024 notes and the 2047 notes on June 15 and December 15 of each year,
beginning on June 15, 2018, in each case, at the annual interest rate shown above for such series of notes. The 2019 floating rate notes and the 2019 fixed rate notes will
mature on October 9, 2019; the 2020 notes will mature on December 15, 2020; the 2022 notes will mature on December 15, 2022; the 2024 notes will mature on
December 15, 2024; and the 2047 notes will mature on December 15, 2047.
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. Each series of fixed rate notes will be redeemable, as a whole or in part, at our option, as described under the heading "Description of the Notes--Optional
Redemption of the Notes" in this prospectus supplement. The 2019 floating rate notes will not be redeemable.

See "Risk Factors" beginning on page S-6 of this prospectus supplement to read about important factors you should consider before
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FINAL PROSPECTUS SUPPLEMENT
buying the notes.

Proceeds, before expenses, to

Public offering price

Underwriting discount

Wal-Mart Stores, Inc.

Per
Per
Per

Note
Total

Note
Total

Note
Total

2019 Floating Rate Notes
100.000%
$ 300,000,000
0.200%
$
600,000
99.800%
$
299,400,000
2019 Fixed Rate Notes
99.998%
$1,199,976,000
0.200%
$ 2,400,000
99.798%
$ 1,197,576,000
2020 Notes
99.855%
$1,248,187,500
0.250%
$ 3,125,000
99.605%
$ 1,245,062,500
2022 Notes
99.992%
$1,249,900,000
0.350%
$ 4,375,000
99.642%
$ 1,245,525,000
2024 Notes
99.971%
$ 999,710,000
0.400%
$ 4,000,000
99.571%
$
995,710,000
2047 Notes
99.848%
$ 998,480,000
0.875%
$ 8,750,000
98.973%
$
989,730,000
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes accrued to the delivery date must be paid by the purchasers if
the notes are delivered after October 20, 2017.

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 on or about October 20, 2017,
which is the seventh business day following the date of this prospectus supplement. This settlement date may affect the trading of the notes.

Joint Book-Running Managers

Barclays

Citigroup

Morgan Stanley
HSBC

J.P. Morgan

Mizuho Securities
Senior Co-Managers

BNP PARIBAS

Credit Suisse

Goldman Sachs & Co. LLC
MUFG
US Bancorp

Wells Fargo Securities

Santander
Standard Chartered Bank
Co-Managers

BBVA

ICBC Standard Bank

Lloyds Securities
Loop Capital Markets
NatWest Markets

Popular Securities

Scotiabank
TD Securities
Academy Securities

C.L. King & Associates

The Williams Capital Group, L.P.
October 11, 2017
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-6
Use of Proceeds
S-8
Capitalization
S-9
Selected Financial Data
S-10
Ratio of Earnings to Fixed Charges
S-10
Description of the Notes
S-11
Book-Entry Issuance and Settlement
S-16
U.S. Federal Income Tax Considerations
S-18
Underwriting
S-19
Legal Matters
S-25
Experts
S-25
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FINAL PROSPECTUS SUPPLEMENT
Prospectus

Page
About this Prospectus

2
Where You Can Find More Information

3
Incorporation of Information by Reference

4
Cautionary Statement Regarding Forward-Looking Statements

5
Wal-Mart Stores, Inc.

9
Ratio of Earnings to Fixed Charges

10
Use of Proceeds

10
Description of the Debt Securities

11
U.S. Federal Income Tax Considerations

32
Plan of Distribution

42
Legal Matters

46
Experts

46

S-i
Table of Contents
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 19, 2014, 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 information
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 such 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 or the accompanying prospectus, the terms
"Walmart," the "Company," "we," "us," "our" and "our company" refer to Wal-Mart Stores, 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 Wal-Mart Stores, 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, 2017, including the portions of the proxy statement that is part

of our Schedule 14A that was filed with the SEC on April 20, 2017 that are incorporated by reference into such Annual Report on Form
10-K (the "Annual Report on Form 10-K");

·
our Quarterly Reports on Form 10-Q for the quarterly periods ended April 30, 2017 and July 31, 2017; and

·
our Current Reports on Form 8-K filed with the SEC on June 6, 2017, June 15, 2017, June 29, 2017, July 14, 2017, October 6, 2017

and October 10, 2017.
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 this prospectus
supplement or 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 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 or increase, in or over certain periods, of or in certain financial items or measures or operating measures,
including our earnings per share, including 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, investments in particular formats;

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

financed;

·
our plans to increase investments in e-commerce, technology, store remodels and other customer initiatives, such as online grocery

locations;

·
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, continuing to be adequate or sufficient to fund and finance our operations, expansion
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activities, dividends and share repurchases, to meet our cash needs and to fund our domestic operations without repatriating earnings
we hold outside of the United States;

·
our intention to reinvest the earnings we hold outside of the United States in our foreign operations and certain laws, other limitations

and potential taxes on anticipated future repatriations of such earnings not materially affecting our liquidity, financial condition or
results of 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 of, litigation to which we are subject and the effect of a Foreign Corrupt Practices Act

("FCPA") investigation on our business; or

·
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.
Statement of our plans, objectives and goals in the Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current
Reports on Form 8-K, including our priority of the growth of the Company being balanced by the long-term health of the Company, including
returns, are also forward-looking statements.
The forward-looking statements described above are identified by the use in such statements of words or phrases such as "aim," "anticipate,"
"believe," "could be," "could increase," "could result," "estimate," "expansion," "expect," "expected to be," "focus," "forecast," "goal," "grow,"
"intend," "invest," "is expected," "may continue," "may fluctuate," "may grow," "may impact," "may result," "objective," "plan," "priority,"

S-iv
Table of Contents
"project," "strategy," "to be," "we'll," "we will," "will add," "will allow," "will be," "will benefit," "will continue," "will decrease," "will have,"
"will impact," "will include," "will increase," "will open," "will remain," "will result," "will strengthen," "would be," "would decrease" and
"would increase," variations of such words and phrases and other words or phrases of similar import.
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 any such forward-looking statement. These factors, 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

Walmart operates;

·
currency exchange rate fluctuations;

·
changes in market rates of interest;

·
changes in market levels of wages;

·
changes in the size of various markets, including e-commerce 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 Walmart operates;

·
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 Walmart's markets, and competitive pressures;
Operating Factors

·
the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;

·
the financial performance of Walmart and each of its segments, including the amounts of Walmart's cash flow during various periods;

·
Walmart's need to repatriate earnings held outside of the United States and changes in U.S. tax regulations;

·
customer traffic and average ticket in Walmart's stores and clubs and on its e-commerce websites;

S-v
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·
the mix of merchandise Walmart sells;

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

·
the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;

·
the impact of acquisitions and divestitures, store and club closures and other changes in our business portfolio;

·
Walmart's ability to successfully integrate acquired businesses, including within the e-commerce space;

·
the amount of shrinkage Walmart experiences;

·
consumer acceptance of and response to Walmart's stores and clubs, e-commerce websites, mobile apps, programs and merchandise

offerings, including the Walmart U.S. segment's Grocery Pickup program;

·
new methods for delivery of purchased merchandise to customers;

·
Walmart's 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 Walmart's markets;

·
Walmart's expenditures for FCPA and other compliance-related matters;

·
disruptions in Walmart's supply chain;

·
cybersecurity events affecting Walmart and related costs and impact of any disruption in business;

·
Walmart's labor costs, including healthcare and other benefit costs;

·
Walmart's casualty and accident-related costs and insurance costs;

·
the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;

·
unexpected changes in Walmart's objectives and plans;

·
the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;

·
the availability of skilled labor in areas in which new units are to be constructed or existing units are to be relocated, expanded or

remodeled;

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

·
developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and

the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;
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·
changes in the credit ratings assigned to Walmart's commercial paper and debt securities by credit rating agencies;

·
Walmart's 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;

S-vi
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·
governmental policies, programs, initiatives and actions in the markets in which Walmart operates and elsewhere;

·
the possibility of imposition of new taxes on imports and new tariffs and trade restrictions and changes in existing tariff rates and trade

restrictions;

·
changes in currency control laws;

·
changes in the level of public assistance payments;

·
the timing of federal income tax refunds;

·
natural disasters, public health emergencies, civil disturbances, and terrorist attacks; 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.
Other Risk Factors
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
Annual Report on Form 10-K and under the heading "Part II. Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for our fiscal quarter
ended July 31, 2017 filed with the SEC on August 31, 2017. 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 and such Quarterly Report on
Form 10-Q 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. We undertake no obligation to revise or update
any forward-looking statement for any reason, except to the extent required by applicable law.

S-vii
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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.
Wal-Mart Stores, Inc.
Wal-Mart Stores, Inc. is engaged in retail and wholesale operations in various formats around the world and is the world's largest
retailer, with total net sales of $481.3 billion in our fiscal year ended January 31, 2017. Through our operations, we help people around the
world save money and live better--anytime and anywhere--in retail stores or through our e-commerce and mobile capabilities. Through
innovation, we are striving to create a customer-centric experience that seamlessly integrates digital and physical shopping and saves time for
our customers. Physical retail encompasses our brick and mortar presence in each of the markets in which we operate. Digital retail is
comprised of our e-commerce websites and mobile commerce applications. Each week, we serve over 260 million customers who visit our
more than 11,600 stores under 59 banners in 28 countries and e-commerce websites in 11 countries. Employing approximately 2.3 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, supercenters, discount stores and Neighborhood Markets, as

well as digital retail.

· Walmart International consists of our operations outside of the United States and includes retail, wholesale and other businesses.
These businesses consist of numerous formats, including supercenters, supermarkets, hypermarkets, warehouse clubs (including

Sam's Clubs), cash & carry, home improvement, specialty electronics, apparel stores, drug stores and convenience stores, as well
as digital retail.

· Sam's Club consists of membership-only warehouse clubs, as well as digital retail.
We operate in all 50 states in the United States, Washington D.C. and Puerto Rico and, through wholly- owned subsidiaries, in
Argentina, Brazil, 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), and Mexico.
Wal-Mart Stores, 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.walmartstores.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 this 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
Wal-Mart Stores, Inc., a Delaware corporation

Notes Offered
$300,000,000 aggregate principal amount of our 2019 floating rate notes;
$1,200,000,000 aggregate principal amount of our 2019 fixed rate notes;
$1,250,000,000 aggregate principal amount of our 2020 notes; $1,250,000,000
aggregate principal amount of our 2022 notes; $1,000,000,000 aggregate principal
amount of our 2024 notes; and $1,000,000,000 aggregate principal amount of our 2047
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FINAL PROSPECTUS SUPPLEMENT
notes.

Maturity Dates
The 2019 floating rate notes and the 2019 fixed rate notes will mature on October 9,
2019; the 2020 notes will mature on December 15, 2020; the 2022 notes will mature on
December 15, 2022; the 2024 notes will mature on December 15, 2024; and the 2047
notes will mature on December 15, 2047.

Interest Rates
The 2019 floating rate notes will bear interest at a floating rate equal to three-month
LIBOR minus 3 basis points (i.e., -0.03%); the 2019 fixed rate notes will bear interest at
the fixed rate of 1.750% per annum; the 2020 notes will bear interest at the fixed rate
of 1.900% per annum; the 2022 notes will bear interest at the fixed rate of 2.350% per
annum; the 2024 notes will bear interest at the fixed rate of 2.650% per annum; and the
2047 notes will be interest at the fixed rate of 3.625% per annum.

Interest Payment Dates
Interest on the 2019 floating rate notes will be paid quarterly on January 9, April 9,
July 9, and October 9 of each year, beginning on January 9, 2018. Interest on the 2019
fixed rate notes will be paid semi-annually on April 9 and October 9 of each year,
beginning on April 9, 2018. Interest on the 2020 notes, the 2022 notes, the 2024 notes
and the 2047 notes will be paid semi-annually on June 15 and December 15 of each
year, beginning on June 15, 2018, in each case.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes to pay a portion of the
purchase price for the Subject Securities (as defined below under "--Concurrent Tender
Offer") validly tendered (and not validly withdrawn) and accepted for purchase by us in
the Tender Offer (as defined below under "--Concurrent Tender Offer") and, to the
extent that the net proceeds from the sale of the notes are not used for such purpose, for
general corporate purposes. See "Use of Proceeds."

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000
in excess thereof.

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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 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 Rights
The 2019 floating rate notes will not be redeemable.
We may, at our option, redeem, as a whole or in part, the 2019 fixed rate notes at any
time prior to the maturity date of the 2019 fixed rate notes, the 2020 notes at any time
prior to the maturity date of the 2020 notes, the 2022 notes at any time prior to
November 15, 2022, the 2024 notes at any time prior to October 15, 2024, and the 2047
notes at any time prior to June 15, 2047, in each case, at the applicable "make-whole"
redemption price determined as described under the heading "Description of the Notes
--Optional Redemption of the Fixed Rate Notes" in this prospectus supplement, plus
any accrued and unpaid interest to, but excluding, the redemption date.

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FINAL PROSPECTUS SUPPLEMENT
In addition, we may, at our option, redeem, as a whole or in part, the 2022 notes at any
time on or after November 15, 2022, the 2024 notes at any time on or after October 15,
2024, and the 2047 notes at any time on or after June 15, 2047, in each case, at a

redemption price equal to 100% of the principal amount of the fixed rate notes to be
redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
See "Description of the Notes--Optional Redemption of the Fixed Rate Notes" below.

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 credit to the accounts of its direct and indirect participants.
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 and
Settlement" in this prospectus supplement.

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

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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 for our most

recently completed fiscal year and Part II. Item 1A. "Risk Factors" in our Quarterly
Report on Form 10-Q for our fiscal quarter ended July 31, 2017, each as filed with the
SEC, 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.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Calculation Agent
The Bank of New York Mellon Trust Company, N.A. will act as the calculation agent
for determining LIBOR for each interest payment period with respect to the 2019
floating rate notes.
Concurrent Tender Offer
On October 6, 2017, we commenced a cash tender offer (the "Tender Offer") for up to $8,500,000,000 aggregate purchase price,
including principal, premium and the applicable early participation amount, but excluding Accrued Interest (as defined below) (the
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Document Outline

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