Wal-Mart Stores Inc: $WMT to borrow $5 Billion

$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 2014 Note				Per 2016 Note				Per 2021 Note				Per 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.

USE OF PROCEEDS

Except as otherwise specifically described in the applicable prospectus supplement, we will use the net proceeds from the sale of the debt securities:

•

to repay commercial paper indebtedness and other short-term borrowings we have incurred for general corporate purposes, including to finance capital expenditures, such as the purchase of land and construction of stores and other facilities, and to finance the acquisition of inventory;

•

to repay long-term debt as it matures or to refinance debt of one or more of our subsidiaries;

•

to repay short-term borrowings that we have incurred to acquire other companies and assets;

•

to repay short-term borrowings that we have incurred to acquire our common stock pursuant to our share repurchase program;

•

to finance acquisitions;

•

to meet other working capital requirements; and

•

for other general corporate purposes.

Before we apply the net proceeds of any sale of our debt securities to one or more of these uses, we may invest those net proceeds in short-term marketable securities.

Source

SEC.gov - 424B2 - Prospectus [Rule 424(b)(2)]