Obligation Walton Inc. 2.55% ( US931142DH37 ) en USD

Walton Inc.

100 % ▲

Etats-unis

US931142DH37 ( en USD )

2.55% par an ( paiement semestriel )

10/04/2023 - Obligation échue

Prospectus brochure de l'obligation Walmart Inc US931142DH37 en USD 2.55%, échue

2 000 USD

1 750 000 000 USD

931142DH3

AA ( Haute qualité )

Aa2 ( Haute qualité )

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 US931142DH37, paye un coupon de 2.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/04/2023

L'Obligation émise par Walton Inc. ( Etats-unis ) , en USD, avec le code ISIN US931142DH37, 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 US931142DH37, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d516673d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-178706

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

Offering Price

Registration Fee(1)(2)
Debt Securities

$4,990,680,000

$680,728.75

(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. 333-178706) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
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Prospectus Supplement
(To Prospectus dated December 22, 2011)
$5,000,000,000
Wal-Mart Stores, Inc.
$1,000,000,000 0.600% NOTES DUE 2016
$1,250,000,000 1.125% NOTES DUE 2018
$1,750,000,000 2.550% NOTES DUE 2023
$1,000,000,000 4.000% NOTES DUE 2043

We are offering $1,000,000,000 of our 0.600% notes due 2016, $1,250,000,000 of our 1.125% notes due 2018, $1,750,000,000 of our 2.550% notes due 2023
and $1,000,000,000 of our 4.000% notes due 2043.
We will pay interest on the notes of each series on April 11 and October 11 of each year, beginning on October 11, 2013. Interest on the notes of each series will
accrue from April 11, 2013 at the annual interest rate shown above for that series. The 2016 notes will mature on April 11, 2016; the 2018 notes will mature on
April 11, 2018; the 2023 notes will mature on April 11, 2023; and the 2043 notes will mature on April 11, 2043.
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 2016 notes and the 2018 notes will not be redeemable prior to maturity. The 2023 notes and the 2043 notes will be redeemable, in
whole or in part, at our option at any time on or after January 11, 2023, in the case of the 2023 notes, and at any time on or after October 11, 2042, in the case of the
2043 notes, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the
redemption date.

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

2016 Note

2018 Note

2023 Note

2043 Note

Total

Public offering price

99.929%
99.908%
99.772%
99.653%
$4,990,680,000
Underwriting discount

0.250%

0.350%

0.450%

0.875%

$
23,500,000
Proceeds, before expenses, to Wal-Mart Stores, Inc.

99.679%
99.558%
99.322%
98.778%
$4,967,180,000

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 SA/NV, against payment on or about April 11, 2013.
Joint Book-Running Managers

Barclays

Citigroup

Morgan Stanley
BNP PARIBAS

HSBC

J.P. Morgan
Senior Co-Managers

BofA Merrill Lynch

Credit Suisse
Deutsche Bank Securities

Goldman Sachs
Mitsubishi UFJ Securities

Mizuho Securities
RBS

Wells Fargo Securities
UBS Investment Bank
Co-Managers

Santander

Scotiabank
TD Securities

US Bancorp
Standard Chartered Bank

CastleOak Securities, L.P.
Loop Capital Markets

BNY Mellon Capital Markets, LLC
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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-5
Description of the Notes

S-6
Book-Entry Issuance

S-8
Tax Consequences to Holders

S-8
Underwriting

S-9
Validity of the Notes

S-13
Experts

S-13
General Information

S-13
Prospectus

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.

8

Ratio of Earnings to Fixed Charges

9

Use of Proceeds

9

Description of the Debt Securities

10

Book-Entry Issuance

26

U.S. Federal Income Tax Considerations

32

Plan of Distribution

42

Legal Matters

45

Experts

45

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 $466.1 billion in our fiscal year ended January 31, 2013. Each week more than 245 million customers
and members visit our more than 10,700 retail stores under 69 different banners in 27 countries and our e-commerce websites in 10 countries. Employing nearly
2.2 million associates around the world, including approximately 1.3 million in the United States, 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, as well as

the segment's online retail operations, walmart.com;

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

Japan and Mexico and the segment's e-commerce websites in 9 countries; and

· our Sam's Club segment, which includes warehouse membership clubs in the United States and the segment's online retail operations, samsclub.com.
We currently operate in all 50 states of the United States, in Argentina, Brazil, Canada, Japan and the United Kingdom and, through majority-owned subsidiaries,
in Chile, Mexico, 12 countries in Africa and five countries in Central America. We also operate in China through wholly-owned, majority-owned and other controlled
subsidiaries and joint ventures and in India through a joint venture.
As of February 28, 2013, our Walmart U.S. segment operated 4,017 stores in the United States and Puerto Rico, including:

· 3,170 supercenters;

· 554 discount stores; and

· 246 Neighborhood Markets.
The Walmart U.S. segment's operations in the United States also included 47 stores in other formats.
As of February 28, 2013, our Walmart International segment operated a total of 6,155 units in 26 countries outside the United States, including 377 units in
sub-Saharan Africa, 94 units in Argentina, 561 units in Brazil, 379 units in Canada, 643 units in Central America, 330 units in Chile, 393 units in China, 20 units in
India, 438 units in Japan, 2,354 units in Mexico and 566 units in the United Kingdom.
Our Sam's Club segment operated 620 Sam's Clubs in the United States as of February 28, 2013.
Wal-Mart Stores, Inc. is the parent company of, and conducts a substantial part of its operations through, a group of subsidiary companies, including ASDA
Group Limited, Massmart Holdings Limited, Sam's East, Inc., Sam's Property Co., Sam's Real Estate Business Trust, Sam's West, Inc., Wal-Mart Canada Corp.,
Walmart Chile SA, Wal-Mart.com, Inc., Wal-Mart de Mexico, S.A.B. de C.V., Wal-Mart Japan, Wal-Mart Property Company, Wal-Mart Real Estate Business Trust and
Wal-Mart Stores East, LP. The information presented above relates to our operations and our subsidiaries on a consolidated basis.

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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
$4,966,125,000. We will use the net proceeds from the sale of the notes for general corporate purposes. The general corporate purposes for which we may use the net
proceeds may include, among other uses, repurchases of our common stock, repayment, refinancing or replacement of maturing debt, additions to working capital, future
acquisitions and other capital expenditures.
CAPITALIZATION
The following table presents the consolidated capitalization of Wal-Mart Stores, Inc. and its consolidated subsidiaries as of January 31, 2013 and as of that date
as adjusted to give effect to the offering and sale of the notes being offered hereby.

January 31, 2013

Actual
As Adjusted

(in millions)

Short-term debt

Short-term borrowings

$ 6,805
$
6,805
Long-term debt due within one year

5,587

5,587

Obligations under capital leases due within one year

327

327

Total short-term debt and capital lease obligations

12,719

12,719

Long-term debt

0.600% notes due 2016

--
1,000

1.125% notes due 2018

--
1,250

2.550% notes due 2023

--
1,750

4.000% notes due 2043

--
1,000

Other long-term debt

38,394

38,394

Long-term obligations under capital leases

3,023

3,023

Total long-term debt and capital lease obligations

41,417

46,417

Shareholders' equity

Common stock and capital in excess of par value

3,952

3,952

Retained earnings

72,978

72,978

Accumulated other comprehensive income (loss)

(587)

(587)

Total Walmart shareholders' equity

76,343

76,343

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

$130,479
$ 135,479

We are offering the notes pursuant to our automatic shelf registration statement on file with the SEC (Registration No. 333-178706), 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.

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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 and as of the dates specified.

Fiscal Years Ended January 31,

2013

2012

2011

2010

2009

(in millions)

Income Statement Data:

Net sales
$ 466,114 $ 443,854 $ 418,952 $ 405,132 $ 401,087
Total revenues
469,162
446,950
421,849
408,085
404,254

Cost of sales
352,488
335,127
314,946
304,106
303,623

Operating, selling, general and administrative expenses
88,873

85,265

81,361

79,977

77,811

Operating income
27,801

26,558

25,542

24,002

22,767

Interest, net
2,064

2,160

2,004

1,884

1,900

Income from continuing operations attributable to Walmart
16,999

15,766

15,355

14,449

13,235

Consolidated net income attributable to Walmart
16,999

15,699

16,389

14,370

13,381

As of January 31,

2013

2012

2011

2010

2009

(in millions)

Balance Sheet Data:

Current assets
$
59,940 $ 54,975 $ 52,012 $ 48,032 $ 48,615
Inventories
43,803

40,714

36,437

32,713

34,013

Property, equipment and capital lease assets, net
116,681

112,324

107,878
102,307
95,653

Total assets
203,105
193,406
180,782
170,407
163,096

Current liabilities
71,818

62,300

58,603

55,543

55,373

Long-term debt(1)
38,394

44,070

40,692

33,231

31,349

Long-term obligations under capital leases(2)
3,023

3,009

3,150

3,170

3,200

Total Walmart shareholders' equity
76,343

71,315

68,542

70,468

64,969

(1) Excludes long-term debt due within one year, which is included in current liabilities.
(2) Excludes the portion of long-term obligations under capital leases due within one year, which is included in current liabilities.
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.

Fiscal Years Ended January 31,

2013
2012
2011
2010
2009
8.8x
8.5x
8.8x
8.8x
8.6x

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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 2016 notes, the 2018 notes, the 2023 notes and the 2043 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 2016 notes will mature on April 11, 2016; the 2018 notes will mature on April 11, 2018; the 2023 notes will mature on April 11, 2023; and the 2043 notes
will mature on April 11, 2043. Unless previously purchased and cancelled or, in the case of the 2023 notes or the 2043 notes, redeemed prior to maturity, 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 2016 notes will be initially issued in an aggregate principal amount of $1,000,000,000; the 2018 notes will be initially issued in an aggregate principal
amount of $1,250,000,000; the 2023 notes will be initially issued in an aggregate principal amount of $1,750,000,000; and the 2043 notes will be initially issued in an
aggregate principal amount of $1,000,000,000. 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, provided, however, any additional notes of a
series that are not fungible with the outstanding notes of that series for U.S. federal income tax purposes will be issued under a separate CUSIP number. 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 11, 2013 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 11 and October 11 of each year during the term of such note, beginning on
October 11, 2013. Interest on each note will be payable to the person in whose name the note is registered at the close of business on the April 1 or October 1,
immediately preceding the interest payment date. 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 2016 notes, the 2018 notes, the 2023 notes or the 2043
notes.
None of the 2016 notes, the 2018 notes, the 2023 notes and the 2043 notes will be subject to a sinking fund or will be convertible into or exchangeable for any
other securities. The 2016 notes and the 2018 notes will not be redeemable prior to maturity. We may redeem the 2023 notes beginning three months prior to the
maturity of such 2023 notes and we may redeem the 2043 notes beginning six months prior to maturity of such 2043 notes. See "--Redemption Rights Relating to the
2023 Notes and 2043 Notes" below.
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

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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.
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.
Redemption Rights Relating to the 2023 Notes and 2043 Notes
The 2023 notes will be redeemable, in whole or part, at our option at any time on or after January 11, 2023 at a price equal to 100% of the principal amount of
the 2023 notes to be redeemed, plus accrued and unpaid interest on the 2023 notes to be redeemed to, but not including, the date of redemption.
The 2043 notes will be redeemable, in whole or part, at our option at any time on or after October 11, 2042 at a price equal to 100% of the principal amount of
the 2043 notes to be redeemed, plus accrued and unpaid interest on the 2043 notes to be redeemed to, but not including, the date of redemption.
We may redeem the 2023 notes and the 2043 notes pursuant to the foregoing redemption rights in accordance with the redemption procedures described in the
accompanying prospectus. Pursuant to those procedures, a notice of redemption will be given to each holder of the notes to be redeemed not less than 30 days nor more
than 60 days prior to the date set for the redemption. See "Description of the Debt Securities--Optional Redemption--Redemption at Our Option" in the accompanying
prospectus for information regarding such redemption procedures.
Other Matters
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 of each series will be, and the indenture is, governed by the laws of the State of New York.
The notes of the various series 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 of each series 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 SA/NV ("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.

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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. The withholding tax described in the fifth paragraph under "U.S. Federal Income Tax Considerations--Consequences to Non-United States Holders
--Information Reporting and Backup Withholding" in the accompanying prospectus does not apply to the notes because pursuant to final U.S. Treasury regulations that
withholding tax does not apply to debt obligations issued before January 1, 2014.

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UNDERWRITING
Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and J.P. Morgan
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
Principal
Principal
Principal
Amount of
Amount of
Amount of
Amount of
Underwriters

2016 Notes

2018 Notes

2023 Notes

2043 Notes

Barclays Capital Inc.

$
90,000,000 $
112,500,000 $
157,500,000 $
90,000,000
Citigroup Global Markets Inc.

90,000,000

112,500,000

157,500,000

90,000,000

Morgan Stanley & Co. LLC

90,000,000

112,500,000

157,500,000

90,000,000

BNP Paribas Securities Corp.

90,000,000

112,500,000

157,500,000

90,000,000

HSBC Securities (USA) Inc.

90,000,000

112,500,000

157,500,000

90,000,000

J.P. Morgan Securities LLC

90,000,000

112,500,000

157,500,000

90,000,000

Credit Suisse Securities (USA) LLC

37,500,000

46,875,000

65,625,000

37,500,000

Deutsche Bank Securities Inc.

37,500,000

46,875,000

65,625,000

37,500,000

Goldman, Sachs & Co.

37,500,000

46,875,000

65,625,000

37,500,000

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

37,500,000

46,875,000

65,625,000

37,500,000

Mitsubishi UFJ Securities (USA), Inc.

37,500,000

46,875,000

65,625,000

37,500,000

Mizuho Securities USA Inc.

37,500,000

46,875,000

65,625,000

37,500,000

RBS Securities Inc.

37,500,000

46,875,000

65,625,000

37,500,000

Wells Fargo Securities, LLC

37,500,000

46,875,000

65,625,000

37,500,000

UBS Securities LLC

37,500,000

46,875,000

65,625,000

37,500,000

Santander Investment Securities Inc.

17,000,000

21,250,000

29,750,000

17,000,000

Scotia Capital (USA) Inc.

17,000,000

21,250,000

29,750,000

17,000,000

TD Securities (USA) LLC

17,000,000

21,250,000

29,750,000

17,000,000

U.S. Bancorp Investments, Inc.

17,000,000

21,250,000

29,750,000

17,000,000

Standard Chartered Bank

17,000,000

21,250,000

29,750,000

17,000,000

CastleOak Securities, L.P.

13,750,000

17,125,000

24,150,000

13,750,000

Loop Capital Markets LLC

13,750,000

17,250,000

23,975,000

13,750,000

BNY Mellon Capital Markets, LLC

10,000,000

12,500,000

17,500,000

10,000,000

Total

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

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 0.150% of
the principal amount of the 2016 notes, 0.200% of the principal amount of the 2018 notes, 0.200% of the principal amount of the 2023 notes, and 0.500% of the
principal amount of the 2043 notes. The underwriters may allow, and these dealers may reallow, a concession to other dealers not in excess of 0.100% of the principal
amount of the 2016 notes, 0.100% of the principal amount of the 2018 notes, 0.150% of the principal amount of the 2023 notes, and 0.250% of the principal amount of
the 2043 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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