Obligation Walton Inc. 5.625% ( US931142DB66 ) en USD

Walton Inc.

107.321 % ▲

Etats-unis

US931142DB66 ( en USD )

5.625% par an ( paiement semestriel )

14/04/2041

Prospectus brochure de l'obligation Walmart Inc US931142DB66 en USD 5.625%, échéance 14/04/2041

/

/

931142DB6

AA ( Haute qualité )

Aa2 ( Haute qualité )

15/04/2026 ( Dans 11 jours )

Walmart Inc. est une entreprise multinationale de vente au détail américaine, exploitant une chaîne de grandes surfaces, d'hypermarchés, de clubs de déstockage et de magasins en ligne, étant l'un des plus grands employeurs au monde.

L'Obligation émise par Walton Inc. ( Etats-unis ) , en USD, avec le code ISIN US931142DB66, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2041

L'Obligation émise par Walton Inc. ( Etats-unis ) , en USD, avec le code ISIN US931142DB66, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Walton Inc. ( Etats-unis ) , en USD, avec le code ISIN US931142DB66, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
Page 1 of 59
424B2 1 d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-156724
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
$4,948,780,000
$574,553.36

(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.
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Prospectus Supplement
(To Prospectus dated January 14, 2009)
$5,000,000,000
Wal-Mart Stores, Inc.
$1,000,000,000 1.625% NOTES DUE 2014
$1,000,000,000 2.800% NOTES DUE 2016
$1,000,000,000 4.250% NOTES DUE 2021
$2,000,000,000 5.625% NOTES DUE 2041

We are offering $1,000,000,000 of our 1.625% notes due 2014, $1,000,000,000 of our 2.800% notes due 2016,
$1,000,000,000 of our 4.250% notes due 2021 and $2,000,000,000 of our 5.625% notes due 2041.
We will pay interest on the notes of each series on April 15 and October 15 of each year, beginning on October 15, 2011.
Interest on the notes of each series will accrue from April 18, 2011 at the annual interest rate shown above for that series. The
2014 notes will mature on April 15, 2014; the 2016 notes will mature on April 15, 2016; the 2021 notes will mature on
April 15, 2021; and the 2041 notes will mature on April 15, 2041.
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
Per
Per

2014 Note
2016 Note
2021 Note
2041 Note
Total
Public offering price

99.730%
99.631%
99.349%
98.084%
$4,948,780,000
Underwriting discount

0.250%
0.350%
0.450%
0.875%

$
28,000,000
Proceeds, before expenses, to Wal-Mart Stores,
Inc.

99.480%
99.281%
98.899%
97.209%
$4,920,780,000

The notes will not be listed for trading on any securities exchange. Currently, there is no public market for the notes of
any series.
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 18, 2011.
Joint Book-Running Managers

Citi

Goldman, Sachs & Co.
J.P. Morgan
BofA Merrill Lynch

RBS

Wells Fargo Securities
Senior Co-Managers

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Barclays Capital

BBVA
BNP PARIBAS

Credit Suisse Securities
Deutsche Bank Securities

HSBC
Mizuho Securities

Mitsubishi UFJ Securities
Morgan Stanley

UBS Investment Bank
Co-Managers

Banca IMI

BNY Mellon Capital Markets, LLC

Santander
Scotia Capital

Standard Chartered Bank
TD Securities

US Bancorp
CastleOak Securities, L.P.

Guzman & Company
April 11, 2011
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Wal-Mart Stores, Inc.

S-3
Use of Proceeds

S-4
Capitalization

S-4
Selected Financial Data

S-5
Ratio of Earnings to Fixed Charges

S-6
Description of the Notes

S-7
Book-Entry Issuance

S-8
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. 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.
In connection with the offering of the notes, the joint book-running managers and their respective affiliates may over-allot
or otherwise effect 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 any or all series.
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WAL-MART STORES, INC.
We are the world's largest retailer, with total net sales of $419.0 billion in our fiscal year ended January 31, 2011. We
operate more than 9,000 retail stores in various formats and under approximately 60 different banners in 15 countries, serving
customers and members more than 200 million times each week. 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 supercenters, discount stores, Neighborhood Markets and other small

formats in the United States and Puerto Rico, as well as the segment's online retail operations, walmart.com;

· our Walmart International segment, which includes operations outside of the United States and Puerto Rico and

operates a variety of retail formats and, in Chile, Japan and Mexico, restaurants; and

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

segment's online retail operations, samsclub.com.
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 March 31, 2011, our Walmart U.S. segment operated 3,809 stores in the United States and Puerto Rico, including:

· 2,913 supercenters;

· 706 discount stores; and

· 190 Neighborhood Markets.
The Walmart U.S. segment's operations in the United States and Puerto Rico also included a small number of stores in other
formats.
As of March 31, 2011, our Walmart International segment operated a total of 4,587 units in 14 countries outside the
United States and Puerto Rico, including 63 units in Argentina, 480 units in Brazil, 325 units in Canada, 551 units in Central
America, 282 units in Chile, 414 units in Japan, 1,752 units in Mexico, 386 units in the United Kingdom, 5 units in India
through a joint venture and, through joint ventures and controlled subsidiaries, 329 units in China.
Our Sam's Club segment operated 609 Sam's Clubs in the United States and Puerto Rico as of March 31, 2011.
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 de Mexico, S.A.B. de C.V., ASDA Group Limited, Sam's
West, Inc., Sam's East, Inc., Wal-Mart Japan (formerly, The Seiyu, Ltd.), Wal-Mart Stores East, LLC, 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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USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes, after underwriting discounts and payment of transaction
expenses, will be approximately $4,920,050,000.
We will use the net proceeds from the sale of the notes for general corporate purposes, including one or more of the
purposes described under "Use of Proceeds" in the accompanying prospectus.
CAPITALIZATION
The following table presents the consolidated capitalization of Wal-Mart Stores, Inc. and its consolidated subsidiaries at
January 31, 2011 and at that date as adjusted to give effect to the offering and sale of the notes being offered hereby.

January 31, 2011

Actual

As Adjusted

(in millions)
Short-term debt

Short-term borrowings

$ 1,031
$
1,031
Long-term debt due within one year

4,655

4,655
Obligations under capital leases due within one year

336

336

Total short-term debt and capital lease obligations

6,022

6,022

Long-term debt

1.625% notes due 2014

--
1,000
2.800% notes due 2016

--
1,000
4.250% notes due 2021

--
1,000
5.625% notes due 2041

--
2,000
Other long-term debt

40,692

40,692
Long-term obligations under capital leases

3,150

3,150

Total long-term debt and capital lease obligations

43,842

48,842

Shareholders' equity

Common stock and capital in excess of par value

3,929

3,929
Retained earnings

63,967

63,967
Accumulated other comprehensive income

646

646

Total Walmart shareholders' equity

68,542

68,542

Total debt and capital lease obligations and total Walmart shareholders' equity

$118,406
$ 123,406

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 or otherwise
in the future.

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SELECTED FINANCIAL DATA
The following table presents selected financial data of Wal-Mart Stores, Inc. and its consolidated subsidiaries for the
fiscal years specified.

Fiscal Years Ended January 31,
2010
2009
2008
2007
As Adjusted
As Adjusted
As Adjusted
As Adjusted

2011

(1)

(1)

(1)

(1)

(in millions)
Income Statement Data:

Net sales

$418,952
$ 405,132
$ 401,087
$ 373,821
$ 344,759
Cost of sales

315,287
304,444
303,941
284,173
263,924
Operating, selling, general and administrative
expenses

81,020
79,639
77,546
70,934

63,892
Interest, net

2,004
1,884
1,900
1,794

1,529
Operating income

25,542
24,002
22,767
21,916

20,552
Income from continuing operations attributable
to Walmart

15,355
14,449
13,235
12,841

12,224
Consolidated net income attributable to Walmart
16,389
14,370
13,381
12,709

11,319

As of January 31,
2010
2009
2008
2007
As Adjusted
As Adjusted
As Adjusted
As Adjusted

2011

(1)

(1)

(1)

(1)

(in millions)
Balance Sheet Data:

Current assets of continuing operations

$ 51,762
$ 47,892
$ 48,420
$ 46,739
$ 46,198
Inventories

36,318
32,713
34,013
34,690

33,235
Property, equipment and capital lease assets, net

107,878
102,307
95,653
96,867

88,287
Total assets of continuing operations

180,532
170,267
162,900
162,233
150,367
Current liabilities of continuing operations

58,437
55,451
55,290
58,321

52,073
Long-term debt(2)

40,692
33,231
31,349
29,799

27,222
Long-term obligations under capital leases(3)

3,150
3,170
3,200
3,603

3,513
Total Walmart shareholders' equity

68,542
70,468
64,969
64,311

61,298
(1) Effective May 1, 2010, we implemented a new financial system for our operations in the United States, Canada and
Puerto Rico. Concurrently with that implementation and the increased system capabilities, we changed the level at which
we apply the retail method of accounting for inventory in those operations from 13 divisions to 49 departments. We
believe the change is preferable because applying the retail method of accounting for inventory at the departmental level
better segregates merchandise with similar cost-to-retail ratios and turnover and provides a more accurate cost of goods
sold and ending inventory value at the lower of cost or market for each reporting period. We have retrospectively applied
that change in our inventory accounting, and the selected financial data as of and for the years ended January 31, 2010,
2009, 2008 and 2007 shown above reflect the retrospective application of that accounting change. The retrospective
application of the accounting change for years ended prior to January 31, 2011 for which data are shown above resulted
in certain adjustments to our cost of sales, income from continuing operations and consolidated net income attributable to
Walmart and certain other items for such periods, as well as to the balances for our inventories, total assets of continuing
operations and current liabilities of continuing operations and certain other items at the end of such periods. None of
those adjustments, individually or cumulatively, are material to our financial condition at any date or our results of
operations for any period.

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(2) Excludes long-term debt due within one year, which is included in current liabilities of continuing operations.
(3) Excludes the portion of long-term obligations under capital leases due within one year, which is included in current
liabilities of continuing operations.
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. The reclassifications impacted
net sales, gross margin and operating, selling, general and administrative expenses, but 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 fiscal years ended January 31, 2011, 2010 and 2009 set forth above.
The selected financial data for fiscal years 2008 and 2007 appearing above 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 Walmart 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, 2011, which is incorporated by reference in the accompanying prospectus, for information
relating to the sale of Gazeley Limited and the restructuring program for Walmart Japan, as well as the related accounting
presentations for these discontinued operations.
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 ratios of earnings to fixed charges
for the years ended on or prior to January 31, 2010 in the following table have been adjusted to reflect the retrospective
application of the change in our inventory accounting discussed above under "Selected Financial Data." 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.

Fiscal Years Ended January 31,
2010
2009
2008
2007
2011

(As Adjusted)
(As Adjusted)
(As Adjusted)

(As Adjusted)
8.8x

8.8x
8.6x
8.2x

8.7x

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DESCRIPTION OF THE NOTES
The following description of the terms and conditions of the notes supplements the description of the more general terms
and conditions of Walmart's debt securities contained in the accompanying prospectus.
The notes of each series will be issued under and pursuant to the indenture dated as of July 19, 2005, as supplemented,
between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The 2014 notes, the 2016 notes, the 2021
notes and the 2041 notes are each a separate series of notes under the indenture. The notes of each series will be issued in
registered book-entry form without interest coupons in 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 2014 notes will mature on April 15, 2014; the 2016 notes will mature on April 15, 2016; the 2021 notes will mature
on April 15, 2021; and the 2041 notes will mature on April 15, 2041. 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 2014 notes will be initially issued in an aggregate principal amount of $1,000,000,000; the 2016 notes will be
initially issued in an aggregate principal amount of $1,000,000,000; the 2021 notes will be initially issued in an aggregate
principal amount of $1,000,000,000; and the 2041 notes will be initially issued in an aggregate principal amount of
$2,000,000,000. 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 18, 2011 at the annual interest rate specified for notes of that series
on the cover page of this prospectus supplement. Interest on each note will be payable semi-annually in arrears on April 15 and
October 15 of each year during the term of such note, beginning on October 15, 2011. 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 April 1 or October 1, 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 2014 notes, the 2016 notes, the 2021 notes or the 2041
notes.
None of the 2014 notes, the 2016 notes, the 2021 notes and the 2041 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 such postponed 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.

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Notices to holders of the notes of a series 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.
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 any
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.

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