Obligation Walmax 5.625% ( US931142CS01 ) en USD

Walmax

100 % ▲

Etas-Unis

US931142CS01 ( en USD )

5.625% par an ( paiement semestriel )

01/04/2040

Prospectus brochure de l'obligation Walmart US931142CS01 en USD 5.625%, échéance 01/04/2040

1 000 USD

1 250 000 000 USD

931142CS0

AA ( Haute qualité )

Aa2 ( Haute qualité )

01/10/2026 ( Dans 180 jours )

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.

L'Obligation émise par Walmax ( Etas-Unis ) , en USD, avec le code ISIN US931142CS01, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2040

L'Obligation émise par Walmax ( Etas-Unis ) , en USD, avec le code ISIN US931142CS01, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Walmax ( Etas-Unis ) , en USD, avec le code ISIN US931142CS01, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

FINAL PROSPECTUS SUPPLEMENT
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee(1)(2)
Debt Securities

$1,984,255,000

$141,477.38

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(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. 333-156724) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.

Filed pursuant to Rule 424(b)(2)
SEC File No. 333-156724
Prospectus Supplement
(To Prospectus dated January 14, 2009)

$2,000,000,000

Wal-Mart Stores, Inc.

$750,000,000 2.875% NOTES DUE 2015
$1,250,000,000 5.625% NOTES DUE 2040

We are offering $750,000,000 of our 2.875% notes due 2015 and $1,250,000,000 of our 5.625% notes due 2040.

We will pay interest on the notes of each series on April 1 and October 1 of each year, beginning on October 1, 2010. Interest on the notes of
each series will accrue from April 1, 2010. The 2015 notes will mature on April 1, 2015, and the 2040 notes will mature on April 1, 2040.

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. The notes will not be redeemable prior to maturity.

Neither the Securities and Exchange Commission nor any 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.

Per
Per

2015 Note

2040 Note

Total
Public Offering Price

99.309%
99.155%
$1,984,255,000
Underwriting Discount

0.350%
0.875%
$
13,562,500
Proceeds, before expenses, to Wal-Mart Stores, Inc.

98.959%
98.280%
$1,970,692,500

The notes will not be listed for trading on any securities exchange. Currently, there is no public market for the notes.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment on or about April 1, 2010.

Joint Book-Running Managers

Citi
Goldman, Sachs & Co.
Wells Fargo Securities

BNP PARIBAS
HSBC
UBS Investment Bank

Co-Managers
Banca IMI

Barclays Capital
BBVA Securities

BNY Mellon Capital Markets, LLC
BofA Merrill Lynch

CastleOak Securities, L.P.
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FINAL PROSPECTUS SUPPLEMENT
Credit Suisse

Deutsche Bank Securities
J.P. Morgan

Mitsubishi UFJ Securities
Mizuho Securities USA Inc.

Morgan Stanley
Ramirez & Co., Inc.

RBS
Santander

Scotia Capital
Standard Chartered Bank

TD Securities
U.S. Bancorp Investments, Inc.

March 24, 2010
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Wal-Mart Stores, Inc.

S-3
Recent Developments

S-4
Use of Proceeds

S-4
Capitalization

S-5
Selected Financial Data

S-6
Ratio of Earnings to Fixed Charges

S-7
Description of the Notes

S-8
Book-Entry Issuance

S-9
Tax Consequences to Holders

S-9
Underwriting

S-10
Validity of the Notes

S-14
Experts

S-14
General Information

S-14

Prospectus

About this Prospectus

2
Where You Can Find More Information

3
Cautionary Statement Regarding Forward-Looking Statements and Information

4
Wal-Mart Stores, Inc.

6
Ratio of Earnings to Fixed Charges

7
Use of Proceeds

7
Description of the Debt Securities

8
Book-Entry Issuance

23
U.S. Federal Income Tax Considerations

28
Plan of Distribution

38
Legal Matters

41
Experts

41

You should rely on the information contained in this prospectus supplement and contained or incorporated by reference into the
accompanying prospectus in evaluating, and deciding whether to make, an investment in the notes. No one has been authorized to provide you with
different information. If this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on the information contained
in this prospectus supplement.

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. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and
the underwriters 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.

In connection with the offering of the notes, the joint book-running managers and their respective affiliates may over-allot or otherwise effect
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FINAL PROSPECTUS SUPPLEMENT
transactions that stabilize or maintain the market price of the notes of one or more series at levels above those that might otherwise prevail in the
open market. Such transactions may be effected in the over-the-counter markets or otherwise. Stabilization, if commenced, may be discontinued at
any time without notice as to the notes of either or both series.

S-2
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WAL-MART STORES, INC.

We are the world's largest retailer, with total net sales of $405.0 billion in our fiscal year ended January 31, 2010. We operate retail stores in
various formats and under 53 different banners in 15 countries. Employing approximately 2.1 million associates around the world, we serve our
customers and members primarily through the operation of three business segments:

· our Walmart U.S. segment, which includes our supercenters, discount stores and Neighborhood Markets in the United States and Puerto

Rico;

· our International segment, which includes our operations outside of the United States and operates a variety of retail formats and, in

Mexico, restaurants; and

· our Sam's Club segment, which includes our warehouse membership clubs in the United States.

We currently operate in all 50 states of the United States and Puerto Rico, and in Argentina, Brazil, Canada, Japan and the United Kingdom,
and, through majority-owned subsidiaries, in Chile, Costa Rica, El Salvador, Guatemala, Honduras, Mexico and Nicaragua. We operate in China
and India through joint ventures and through other controlled subsidiaries in China.

As of February 28, 2010, we operated in the United States and Puerto Rico:

· 2,756 supercenters;

· 810 discount stores;

· 184 Neighborhood Markets; and

· 605 Sam's Clubs.

Our operations in the United States and Puerto Rico also included a small number of stores in other formats.

As of February 28, 2010, we operated 43 units in Argentina, 436 units in Brazil, 317 units in Canada, 519 units in Central America, 253
units in Chile, 371 units in Japan, 1,469 units in Mexico, 371 units in the United Kingdom, 1 unit in India through a joint venture, and, through
joint ventures and controlled subsidiaries, 282 units in China.

Wal-Mart Stores, Inc. is the parent company of, and conducts a substantial part of its operations through, a group of subsidiary companies,
including Wal-Mart.com, Inc., Wal-Mart Central America, Wal-Mart de Mexico, S.A. de C.V., ASDA Group Limited, Sam's West, Inc., Sam's
East, Inc., The Seiyu, Ltd., Wal-Mart Stores East, LP, Sam's Property Co., Wal-Mart Property Company, Wal-Mart Real Estate Business Trust
and Sam's Real Estate Business Trust. The information presented above relates to our operations and our subsidiaries on a consolidated basis.

S-3
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RECENT DEVELOPMENTS

On February 18, 2010, we announced our results of operations for our fiscal quarter and fiscal year ended January 31, 2010.

For the fiscal year ended January 31, 2010, we had net sales of $405.0 billion, an increase of 1.0 percent over our net sales for the fiscal year
ended January 31, 2009. Income from continuing operations attributable to Walmart for fiscal 2010 was $14.4 billion, up 8.8 percent from income
from continuing operations attributable to Walmart of $13.3 billion in fiscal 2009. Our diluted earnings per share from continuing operations
attributable to Walmart for fiscal 2010 were $3.72, up from diluted earnings per share from continuing operations attributable to Walmart of $3.35
reported for fiscal 2009. Net cash provided by operating activities for the year ended January 31, 2010, was $26.2 billion, compared to $23.1
billion for the year ended January 31, 2009. Comparable store sales (with fuel) for our units located in the United States for the 52-week retail
calendar period ended January 29, 2010 decreased 0.3 percent over the 52-week retail calendar period ended January 30, 2009, due to deflation in
certain merchandise categories. Comparable store sales (with fuel) in the United States for the 52-week period ended January 30, 2009, were up
3.0 percent over the comparable prior retail calendar period.
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For the fiscal quarter ended January 31, 2010, we had net sales of $112.8 billion, an increase of 4.6 percent over our net sales for the fourth
quarter of fiscal 2009. Income from continuing operations attributable to Walmart for the fourth quarter of fiscal 2010 was $4.7 billion, an increase
of almost 24 percent from the $3.8 billion of income from continuing operations attributable to Walmart in the comparable quarter in fiscal 2009.
Diluted earnings per share from continuing operations attributable to Walmart for the fourth quarter fiscal 2010 were $1.23, up from diluted
earnings per share from continuing operations attributable to Walmart of $0.96 reported for the fourth quarter of fiscal 2009. Comparable store
sales (with fuel) for our units located in the United States for the 13-week retail calendar period ended January 29, 2010 decreased 1.2 percent
over the 13-week retail calendar period ended January 30, 2009, due to deflation in certain merchandise categories. Comparable store sales (with
fuel) in the United States for the 13-week period ended January 30, 2009, were up 1.8 percent over the comparable prior retail calendar period.

Income from continuing operations attributable to Walmart for the year and the quarter ended January 31, 2010 reflected $372 million, or
$0.10 per share, in net tax benefits that resulted primarily from the repatriation of certain non-U.S. earnings that increased our utilization of U.S.
foreign tax credits and a pre-tax charge of $260 million, or $0.04 per share, relating to certain restructurings of our U.S. operations. Income from
continuing operations attributable to Walmart for the quarter and fiscal year ended January 31, 2009 reflected a pre-tax charge of $382 million, or
$0.07 per share, incurred in connection with the settlement of 63 wage-and-hour class action lawsuits.

Effective February 1, 2010, we realigned our operations in Puerto Rico, which had been part of our International segment's operations, to
make them part of our Walmart U.S. segment's operations.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the notes will be approximately $1,970,404,500 after underwriting discounts and payment
of transaction expenses.

We will use the net proceeds from the sale of the notes for general corporate purposes.

S-4
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CAPITALIZATION

The following table presents the consolidated capitalization of Wal-Mart Stores, Inc. and its consolidated subsidiaries at October 31, 2009
and as adjusted to give effect to the offering and sale of the notes being offered hereby.

October 31, 2009

Actual

As Adjusted

(in millions)

Short-term debt

Commercial paper and other short-term borrowings

$
5,239
$
5,239
Long-term debt due within one year

4,169

4,169
Obligations under capital leases due within one year

344

344

Total short-term debt and capital lease obligations

9,752

9,752

Long-term debt

2.875% notes due 2015

--

750
5.625% notes due 2040

--

1,250
Other long-term debt

34,394

34,394
Long-term obligations under capital leases

3,207

3,207

Total long-term debt and capital lease obligations

37,601

39,601

Shareholders' equity

Common stock and capital in excess of par value

4,134

4,134
Retained earnings

64,105

64,105
Accumulated other comprehensive loss

(551)

(551)

Total Walmart shareholders' equity

67,688

67,688

Total debt and capital lease obligations and shareholders' equity

$115,041
$ 117,041

We are offering the notes pursuant to our automatic shelf registration statement on file with the SEC (Registration No. 333-156724), of
which this prospectus supplement and the accompanying prospectus are deemed to be a part. No limit exists on the amount of our debt securities
that we may offer and sell pursuant to that shelf registration statement in the future.

S-5
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Table of Contents
SELECTED FINANCIAL DATA

The following table presents selected financial data of Wal-Mart Stores, Inc. and its consolidated subsidiaries for the nine months ended
October 31, 2009 and 2008 and the fiscal years specified.

Nine Months Ended

October 31,

Fiscal Years Ended January 31,

2009

2008

2009
2008
2007
2006

2005

(in millions)
Income Statement Data:

Net sales
$ 292,220 $ 293,207 $401,244 $374,307 $344,759 $ 308,945 $ 281,488
Cost of sales
219,346 222,111 306,158 286,350 263,979 237,649 216,832
Operating, selling, general and administrative expenses

58,525
57,095 76,651 70,174 63,892 55,724
50,178
Interest expense, net

1,415
1,408
1,900
1,794
1,529
1,180
980
Income from continuing operations(1)

10,063
9,827 13,753 13,269 12,614 11,710
10,731
Consolidated net income attributable to Walmart

9,703
9,608 13,400 12,731 11,284 11,231
10,267
(1) Includes amounts attributable to the noncontrolling interest.

As of October 31,
As of January 31,

2009

2008

2009

2008

2007

2006

2005

(in millions)
Balance Sheet Data:

Current assets of continuing operations
$ 51,803 $ 52,831 $ 48,754 $ 47,053 $ 46,489 $ 43,473 $ 37,913
Inventories
38,775 40,416 34,511 35,159 33,667 31,910
29,419
Property, equipment and capital lease assets, net
101,221 96,545 95,653 96,867 88,287 77,863
66,549
Total assets of continuing operations
172,789 167,581 163,234 162,547 150,658 135,758 117,139
Current liabilities of continuing operations
59,141 60,472 55,307 58,338 52,089 48,915
42,609
Long-term debt
34,394 30,803 31,349 29,799 27,222 26,429
20,087
Long-term obligations under capital leases

3,207
3,268
3,200
3,603
3,513
3,667
3,073
Total Walmart shareholders' equity
67,688 65,539 65,285 64,608 61,573 53,171
49,396

The above selected financial data for fiscal years 2006 and 2005 have been restated to reflect the disposition of our South Korean and
German operations that occurred in fiscal year 2007. The South Korean and German operations are presented as discontinued operations. The
above selected financial data for fiscal years 2008, 2007 and 2006 have been restated to reflect the impact of Gazeley Limited, a former
commercial property development subsidiary of ASDA Group Limited which was sold in July 2008, and the closure of approximately 23 stores
and divestiture of other properties of The Seiyu, Ltd. (now Walmart Japan) in Japan in its restructuring program initiated in the third quarter of
fiscal year 2009, as discontinued operations. See our Annual Report on Form 10-K for the fiscal year ended January 31, 2009 and our Quarterly
Reports on Form 10-Q for the fiscal quarters ended April 30, 2009, July 31, 2009 and October 31, 2009, which are incorporated by reference in the
accompanying prospectus, for information relating to the sale of Gazeley Limited and the restructuring program for The Seiyu, Ltd., as well as the
related accounting presentations for these discontinued operations.

Effective February 1, 2009, we adopted new accounting principles under which we generally report noncontrolling (i.e., minority) interests
in subsidiaries in the equity section of our consolidated balance sheet, rather than in a mezzanine section of the consolidated balance sheet between
liabilities and equity. Our consolidated net income is also reduced by the amount attributable to the noncontrolling interest to arrive at consolidated
net income attributable to Walmart. The changes have been retroactively applied in our consolidated financial statements. As reflected in the tables
in "Capitalization" and "Selected Financial Data" above, we now refer to our consolidated net income as "consolidated net income attributable to
Walmart" and to our total shareholders' equity as "total Walmart shareholders' equity." Income from continuing operations, which includes
amounts attributable to the controlling interest, represents income from continuing operations for the nine months ended October 31, 2009 and
2008 and income from continuing operations before minority interest for the years ended January 31, 2009, 2008, 2007, 2006 and 2005. The
adoption of these new accounting

S-6
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principles did not result in any change in our results of operations, including the amounts we have previously referred to as our "net income," or in
our shareholders' equity.

In connection with our finance transformation project, we reviewed and adjusted the classification of certain revenue and expense items
within our consolidated statements of income for financial reporting purposes. Although the reclassifications impacted net sales, gross margin and
operating, selling, general and administrative expenses, they did not impact our operating income or our income from continuing operations
attributable to Walmart. The changes were effective February 1, 2009, and have been reflected in the selected financial data as of and for the nine
months ended October 31, 2009 and 2008 set forth above.

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FINAL PROSPECTUS SUPPLEMENT
RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of our earnings to fixed charges for the periods indicated, which are calculated as described in the
accompanying prospectus under "Ratio of Earnings to Fixed Charges." The following table supersedes the table showing the ratios of earnings to
fixed charges set forth under "Ratio of Earnings to Fixed Charges" in the accompanying prospectus.

Nine Months Ended
October 31,

Year Ended January 31,
2009

2008
2009
2008
2007
2006
2005
8.2x

8.3x
8.6x
8.2x
8.7x
9.8x
10.7x

S-7
Table of Contents
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, between us and The
Bank of New York Mellon Trust Company, N.A., as trustee. The 2015 notes and the 2040 notes are a separate series of notes under the indenture.
The 2015 notes and the 2040 notes will be issued in registered book-entry form without interest coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The notes of each series will constitute our senior unsecured debt obligations and will rank equally among
themselves and with all of our other existing and future senior unsecured debt.

The 2015 notes will mature on April 1, 2015, and the 2040 notes will mature on April 1, 2040. Unless previously purchased and cancelled,
we will repay the notes of each series at 100% of their principal amount, together with accrued and unpaid interest thereon, at their maturity. We
will pay principal of and interest on the notes in U.S. dollars.

The 2015 notes will be initially issued in an aggregate principal amount of $750,000,000, and the 2040 notes will be initially issued in an
aggregate principal amount of $1,250,000,000. 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 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. No additional notes of a series may be issued if an event of default under the indenture has occurred and is continuing.

The notes of each series will bear interest from April 1, 2010 at the annual interest rate specified for that series on the cover page of this
prospectus supplement. Interest on each note will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on
October 1, 2010. Interest on each note will be payable to the person in whose name the note is registered at the close of business on the
immediately preceding March 15 or September 15, as the case may be. Interest on the notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

We will not pay to beneficial owners of notes of a series who are non-U.S. persons any additional amounts in the event of deduction or
withholding of taxes, assessments or other governmental charges imposed by the United States or any taxing authority thereof or therein. The
provisions set forth under "Description of the Debt Securities -- Payment of Additional Amounts" in the accompanying prospectus thus will not
apply to the 2015 notes or the 2040 notes.

Neither the 2015 notes nor the 2040 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 not be redeemable prior to maturity.

The notes of each series will be subject to defeasance as described in the accompanying prospectus.

If any interest payment date for the notes of a 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. Interest will not accrue as a result of any delayed payment. The
term "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are
generally authorized or required by law or regulation to close in New York, New York.

Notices to holders of the notes will be mailed 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 in book-entry form and registered in the name of The Depository Trust Company ("DTC") or its nominee, any notices
required to be given to the holders of those notes will be given to DTC. You will not receive notices regarding the notes directly from us unless we
reissue the notes to you in fully certificated form.

S-8
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FINAL PROSPECTUS SUPPLEMENT
Table of Contents
The Bank of New York Mellon Trust Company, N.A. is the trustee under the indenture governing the notes (as successor-in-interest to J.P.
Morgan Trust Company, National Association). The Bank of New York Mellon Trust Company, N.A. is a national banking association organized
under and governed by the laws of the United States of America and provides trust services and acts as indenture trustee for numerous corporate
securities issuances, including for other series of debt securities of which we are the issuer. The Bank of New York Mellon Trust Company, N.A.
will also be the registrar, paying agent and transfer agent for the notes.

The notes will be, and the indenture is, governed by the laws of the State of New York.

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

Same-Day Settlement and Payment

We will make all payments of principal and interest on the notes to DTC in immediately available funds. The notes of each series will trade
in the same-day funds settlement system in the United States until maturity. Purchases of notes in secondary market trading must be in
immediately available funds. Secondary market trading in the notes between participants in Clearstream Banking, société anonyme ("Clearstream")
and Euroclear Bank S.A./N.V. ("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" in this
prospectus supplement and the accompanying prospectus.

BOOK-ENTRY ISSUANCE

The notes of each series will be represented by one or more global securities that will be deposited with and registered in the name of DTC or
its nominee. We will not issue certificated securities to you for any of the notes you purchase, except in the limited circumstances described under
"Book-Entry Issuance" in the accompanying prospectus. Each global security will be issued to DTC, which will keep a computerized record of its
participants whose clients have purchased and beneficially own notes of a particular series. Each participant will then keep a record of its clients
who have purchased and beneficially own notes of a particular series. Unless it is exchanged in whole or in part for a certificated security, a global
security may not be transferred. DTC, its nominees and their successors may, however, transfer a global security as a whole to one another, and
any such transfers are required to be recorded on our records or a register to be maintained by the trustee.

Additional information concerning book-entry procedures, as well as DTC, Clearstream and Euroclear, is set forth under "Book-Entry
Issuance" in the accompanying prospectus.

TAX CONSEQUENCES TO HOLDERS

For a discussion of material U.S. federal income tax consequences of ownership of the notes, see "U.S. Federal Income Tax Considerations"
in the accompanying prospectus.

S-9
Table of Contents
UNDERWRITING

Citigroup Global Markets Inc., Goldman, Sachs & Co. and Wells Fargo Securities, LLC are acting as 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 between the underwriters and us, the underwriters named below have severally agreed to purchase from
us the principal amount of notes of each series set forth opposite their name below:

Principal Amount
Principal Amount
Underwriters

of 2015 Notes

of 2040 Notes
Citigroup Global Markets Inc.

$
101,250,000
$
168,750,000
Goldman, Sachs & Co.

101,250,000

168,750,000
Wells Fargo Securities, LLC

101,250,000

168,750,000
BNP Paribas Securities Corp.

101,250,000

168,750,000
HSBC Securities (USA) Inc.

101,250,000

168,750,000
UBS Securities LLC

101,250,000

168,750,000
Banc of America Securities LLC

7,500,000

12,500,000
Banca IMI S.p.A.

7,500,000

12,500,000
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BNY Mellon Capital Markets, LLC

7,500,000

12,500,000
Barclays Capital Inc.

7,500,000

12,500,000
BBVA Securities Inc.

7,500,000

12,500,000
CastleOak Securities, L.P.

7,500,000

12,500,000
Credit Suisse Securities (USA) LLC

7,500,000

12,500,000
Deutsche Bank Securities Inc.

7,500,000

12,500,000
J.P. Morgan Securities Inc.

7,500,000

12,500,000
Mitsubishi UFJ Securities (USA), Inc.

7,500,000

12,500,000
Mizuho Securities USA Inc.

7,500,000

12,500,000
Morgan Stanley & Co. Incorporated

7,500,000

12,500,000
RBS Securities Inc.

7,500,000

12,500,000
Samuel A. Ramirez & Company, Inc.

7,500,000

12,500,000
Santander Investment Securities Inc.

7,500,000

12,500,000
Scotia Capital (USA) Inc.

7,500,000

12,500,000
Standard Chartered Bank

7,500,000

12,500,000
TD Securities (USA) LLC

7,500,000

12,500,000
U.S. Bancorp Investments, Inc.

7,500,000

12,500,000

Total

$
750,000,000
$ 1,250,000,000

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 approval of certain legal matters by counsel and to certain other 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 propose to offer the notes of each series initially at the public offering price for notes of
that series set forth on the cover page of this prospectus supplement. The underwriters may also offer notes of that series to dealers at that price less
concessions not in excess of 0.200% of the principal amount of the 2015 notes and 0.500% of the principal amount of the 2040 notes. The
underwriters may allow, and these dealers may reallow, a concession to other dealers not in excess of 0.125% of the principal amount of the 2015
notes and 0.250% of the principal amount of the 2040 notes. After the offering of the notes is completed, the underwriters may change the offering
price and other selling terms for the notes of either series.

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We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments the underwriters may be required to make in respect of any of these liabilities.

We will pay transaction expenses, estimated to be approximately $288,000, relating to the offering of the notes.

Stabilization, Short Positions and Market Making

In connection with the offering, the joint book-running managers, on behalf of the underwriters, may engage, directly or through their
respective affiliates, in certain transactions that stabilize the price of the notes of either or both 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 of a series. If the joint
book-running managers create a short position in the notes of a series in connection with the offering by selling a larger principal amount of notes
of that 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. 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.

We have been advised by the underwriters that they intend to make a market in the notes, but they are not obligated to do so and may
discontinue such market-making at any time without notice as to the notes.

Certain Relationships

The underwriters and their affiliates may, from time to time, in the ordinary course of business provide, and have provided in the past,
investment or commercial banking services and/or advisory services to us and our affiliates. Barclays Capital Inc., Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and RBS Securities Inc. or affiliates thereof are
dealers in one or more of our commercial paper programs. Affiliates of certain of the underwriters are also lenders to us. Affiliates of Banc of
America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC are among the agents under
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FINAL PROSPECTUS SUPPLEMENT
our Amended and Restated Five-Year Credit Agreement, Amended and Restated 364-Day Credit Agreement and Amended and Restated Letter of
Credit Facility Agreement. Affiliates of Mizuho Securities USA Inc. and BBVA Securities Inc. are agents under our yen-denominated credit
facility.

Sales Outside the United States

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

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of the notes to the
public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant

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Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it
may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in that Relevant Member State at
any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total
balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated
accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining
the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus
Directive.

For purposes of this provision, the expression an "offer of the notes to the public" in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"))
received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us;
and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the
notes in, from or otherwise involving the United Kingdom.

Hong Kong

Each underwriter has represented and agreed that the notes have not been offered or sold, and will 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 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 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.

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FINAL PROSPECTUS SUPPLEMENT
Japan

The notes have not been and will not be registered under the Financial Instrument and Exchange Law of Japan (the "Financial Instrument
and Exchange Law") and each underwriter has represented and agreed that it will not offer or sell any securities, directly or indirectly, in Japan or
to, or for the benefit of, any resident of

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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 a resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial Instrument and Exchange Law and any other applicable laws, regulations and
ministerial guidelines of Japan.

Singapore

Each underwriter has represented and agreed that this prospectus supplement and the accompanying prospectus has not been registered as a
prospectus with the Monetary Authority of Singapore, and 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, or any person pursuant to Section 275(1A) of the SFA, 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), 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 is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights
and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 of the
SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by
operation of law.

Each underwriter has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the notes
directly or indirectly or distribute this prospectus supplement and the accompanying prospectus or any other offering material relating to the notes
in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will
not impose any obligations on us except as set forth in the underwriting agreement and the pricing agreement.

Other Matters

Standard Chartered Bank is not a U.S. registered broker-dealer, and, therefore, will not effect any offers or sales of any notes in the United
States or will do so only through one or more registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory
Authority.

Purchasers of the notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of
purchase in addition to the issue price set forth on the cover page hereof. Neither we nor the underwriters will be obligated to reimburse a
purchaser for any such stamp taxes or other charges so paid by the purchaser.

The underwriters expect to deliver the notes against payment on or about the date specified in the last paragraph of the cover page of this
prospectus supplement, which is the sixth business day following the date of this prospectus supplement. Under Rule 15c6-1 of the SEC under the
Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, if any purchaser wishes to trade the notes on the date

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of this prospectus supplement or on the subsequent day, it will be required, by virtue of the fact that the notes initially will settle on the sixth
business day following the date of this prospectus supplement, to specify an alternate settlement cycle at the time of any such trade to prevent a
failed settlement.
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Document Outline

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